INVESTMENT OBJECTIVES AND POLICIES
All
investment objectives and investment policies not specifically designated as fundamental may be changed without shareholder approval. However, with respect to the High Quality Floating Rate, Short Duration Government, Government Income, U.S.
Mortgages, Core Fixed Income, Core Plus Fixed Income, Investment Grade Credit, Global Income, High Yield, High Yield Floating Rate, Emerging Markets Debt, Local Emerging Markets Debt, Inflation Protected Securities and World Bond Funds, to the
extent required by Securities and Exchange Commission (SEC) regulations, shareholders will be provided with sixty days notice in the manner prescribed by the SEC before any change in a Funds policy to invest at least 80% of its net
assets plus any borrowings for investment purposes (measured at the time of purchase) (Net Assets), in the particular type of investment suggested by its name. With respect to the Short Duration
Tax-Free
Fund, Municipal Income Fund and High Yield Municipal Fund, such Funds policies to invest at least 80% of their Net Assets in tax exempt and municipal investments, as applicable, are fundamental
policies that may not be changed without shareholder approval. With respect to the Inflation Protected Securities Fund, as a matter of fundamental policy, under normal circumstances at least 80% of the Funds Net Assets will be invested in
inflation protected securities (IPS) of varying maturities issued by the U.S. Treasury (TIPS) and other U.S. and
non-U.S.
government agencies and corporations (CIPS).
Additional information about the Funds, their policies, and the investment instruments they may hold is provided below.
Each
Funds share price will fluctuate with market, economic and, to the extent applicable, foreign exchange conditions, so that an investment in any of the Funds may be worth more or less when redeemed than when purchased. None of the Funds should
be relied upon as a complete investment program.
The Trust, on behalf of the Short Duration
Tax-Free
Fund, Municipal Income Fund, High Yield Municipal Fund, High Yield Fund, High Yield Floating Rate Fund, Emerging Markets Debt Fund, Local Emerging Markets Debt Fund, Inflation Protected Securities
Fund and World Bond Fund, has filed a notice of eligibility claiming an exclusion from the definition of the term commodity pool operator (CPO) under the Commodity Exchange Act (CEA) and therefore is not subject
to registration or regulation as a CPO under the CEA. The Investment Adviser is subject to registration and regulation as a CPO under the CEA with respect to its service as investment adviser to the Core Plus Fixed Income Fund and the Strategic
Income Fund. In addition, the Investment Adviser has claimed temporary relief from registration as a CPO under the CEA for the Enhanced Income Fund, High Quality Floating Rate Fund, Short Duration Government Fund, Government Income Fund, U.S.
Mortgages Fund, Core Fixed Income Fund, Short Duration Income Fund, Investment Grade Credit Fund and Global Income Fund and therefore is not subject to registration or regulation as a CPO under the CEA.
Enhanced Income Fund
Enhanced Income Fund is designed for investors who seek returns in excess of traditional money market products while maintaining an
emphasis on preservation of capital and liquidity. The Fund invests, under normal circumstances, primarily in a portfolio of U.S. dollar-denominated fixed income securities, including
non-mortgage-backed
U.S.
government securities, corporate notes, commercial paper, fixed and floating rate asset-backed securities and foreign securities rated, at the time of purchase, at least A by a nationally recognized statistical rating organization
(NRSRO) or, if unrated, determined by the Investment Adviser to be of comparable credit quality.
A number of
investment strategies will be used to achieve the Funds investment objective, including market sector selection, determination of yield curve exposure and issuer selection. In addition, the Investment Adviser will attempt to take advantage of
pricing inefficiencies in the fixed income markets.
Market sector selection
is the underweighting or overweighting of one or more of the four market sectors (
i.e
., U.S. Treasuries, U.S. government agencies, corporate securities and
asset-backed securities) in which the Fund primarily invests. The decision to overweight or underweight a given market sector is based on expectations of future yield spreads between different sectors.
Yield curve exposure strategy
consists
of overweighting or underweighting different maturity sectors to take advantage of the shape of the yield curve.
Issuer selection
is the purchase and sale of fixed income corporate securities based on a corporations current and expected
credit standing. To take advantage of price discrepancies between securities resulting from supply and demand imbalances or other technical factors, the Fund may simultaneously purchase and sell comparable, but not
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identical, securities. The Investment Adviser will usually have access to the research of, and proprietary technical models developed by, Goldman Sachs and will apply quantitative and qualitative
analysis in determining the appropriate allocations among the categories of issuers and types of securities.
The Funds
overall returns are generally likely to move in the opposite direction as interest rates. Therefore, when interest rates decline, the Funds return is likely to increase. Conversely, when interest rates increase, the Funds return is
likely to decline. In exchange for accepting a higher degree of share price fluctuation, investors have the potential to achieve a higher return from the Fund than from shorter-term investments.
In determining the maturity of an instrument, the Fund will treat the remaining maturity of a newly-issued security as five years in
situations where the original maturity of the security exceeds that period by not more than forty-five days. In addition, a fixed income instrument that has a mandatory put or call feature that provides that the Fund will receive payment of the
principal amount of the instrument from the issuer and/or an investment bank at a specified future date will be deemed to have a remaining maturity ending on that date, even though the stated final maturity of the instrument is later than the put or
call date.
Preservation of Capital
. Enhanced Income Fund seeks to reduce principal fluctuation by maintaining a target
duration equal to that of the BofA ML
Six-Month
U.S. Treasury Bill Index to the BofA ML
One-Year
Treasury Note Index and an approximate interest rate sensitivity of a
nine-month U.S. Treasury Bill, as well as utilizing certain interest rate hedging techniques. There is no assurance that these strategies will be successful.
Liquidity
. Because the Funds shares may be redeemed upon request of a shareholder on any business day at net asset value, the Fund offers greater liquidity than many competing investments
such as certificates of deposit and direct investments in certain securities in which the Fund may invest. However, unlike certificates of deposit, shares of the Funds are not insured by the Federal Deposit Insurance Corporation.
A Sophisticated Investment Process
. Enhanced Income Fund will attempt to control its exposure to interest rate risk, including
overall market exposure and the spread risk of particular sectors and securities, through active portfolio management techniques. The Funds investment process starts with a review of trends for the overall economy as well as for different
sectors of the fixed income securities markets. Goldman Sachs portfolio managers then analyze yield spreads, implied volatility and the shape of the yield curve. In planning the Funds portfolio investment strategies, the Investment
Adviser is able to draw upon the economic and fixed income research resources of Goldman Sachs. The Investment Adviser will use a sophisticated analytical process including Goldman Sachs option-adjusted spread model to assist in structuring
and maintaining the Funds investment portfolio. In determining the Funds investment strategy and making market timing decisions, the Investment Adviser will have access to input from Goldman Sachs economists and fixed income
analysts.
High Quality Floating Rate Fund and Short Duration Government Fund
High Quality Floating Rate Fund is designed for investors who seek a high level of current income, consistent with low volatility of
principal. Short Duration Government Fund is designed for investors who seek a high level of current income and secondarily, in seeking current income, may also wish to consider the potential for capital appreciation. Both Funds are appropriate for
investors who seek the high credit quality of securities issued or guaranteed by the U.S. government, its agencies, instrumentalities or sponsored enterprises (U.S. Government securities) and, for the High Quality Floating Rate Fund,
obligations rated AAA or Aaa by an NRSRO at the time of purchase (or if unrated, determined by the Investment Adviser to be of comparable credit quality), without incurring the administrative and accounting burdens involved in direct investment.
Market and economic conditions may affect the investments of the High Quality Floating Rate and Short Duration Government
Funds differently than the investments normally purchased by other types of fixed income investors. Relative to U.S. Treasury and
non-fluctuating
money market instruments, the market value of adjustable rate
mortgage securities in which High Quality Floating Rate and Short Duration Government Funds may invest may be adversely affected by increases in market interest rates. Conversely, decreases in market interest rates may result in less capital
appreciation for adjustable rate mortgage securities in relation to U.S. Treasury and money market investments.
High
Current Income
. High Quality Floating Rate and Short Duration Government Funds seek a higher current yield than that offered by money market funds or by bank certificates of deposit and money market accounts. However, the High Quality Floating
Rate and Short Duration Government Funds do not maintain a constant net asset value per share and are subject to greater fluctuations in the value of their shares than a money market fund. Unlike bank certificates of deposit and money market
accounts, investments in shares of the Funds are not insured or guaranteed by any government agency. The High Quality Floating Rate and Short Duration Government Funds each seek to provide such high current income without sacrificing credit quality.
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Relative Low Volatility of Principal
. High Quality Floating Rate Fund seeks to
minimize net asset value fluctuations by investing primarily in high quality floating rate or variable rate obligations. The High Quality Floating Rate Fund considers high quality obligations to be (i) those rated AAA or Aaa by an
NRSRO at the time of purchase, or, if unrated, determined by the Investment Adviser to be of comparable credit quality, and (ii) U.S. Government securities, including securities representing an interest in or collateralized by adjustable rate
and fixed rate mortgage loans or other mortgage-related securities, and in repurchase agreements collateralized by U.S. Government securities. The target duration range of High Quality Floating Rate Fund under normal interest rate conditions is that
of the Bank of America Merrill Lynch Three
-Month
U.S. Treasury Bill Index, plus or minus 1 year. This Fund utilizes certain active management techniques to seek to hedge interest rate risk.
Short Duration Government Fund seeks to minimize net asset value fluctuations by investing primarily in U.S. Government securities and in
repurchase agreements collateralized by U.S. Government securities. The Short Duration Government Fund also seeks to minimize net asset value by utilizing certain interest rate hedging techniques and by maintaining a maximum duration of not more
than three years. The target duration of Short Duration Government Fund is that of the Bank of America Merrill Lynch
Two-Year
U.S. Treasury Note Index, plus or minus 1 year. There is no assurance that these
strategies for High Quality Floating Rate Fund and Short Duration Government Fund will be successful.
Professional
Management and Administration
. Investors who invest in securities of the Government National Mortgage Association (Ginnie Mae or GNMA) and other mortgage-backed securities may prefer professional management and
administration of their mortgage-backed securities portfolios. A well-diversified portfolio of such securities emphasizing minimal fluctuation of net asset value requires significant active management as well as significant accounting and
administrative resources. Members of Goldman Sachs highly skilled portfolio management team bring together many years of experience in the analysis, valuation and trading of U.S. fixed income securities.
Government Income Fund
Government Income Fund is designed for investors who seek a high level of current income, consistent with safety of principal and the high
credit quality of U.S. Government securities, without incurring the administrative and account burdens involved in direct investment.
Government Income Funds overall returns are generally likely to move in the opposite direction from interest rates. Therefore, when interest rates decline, Government Income Funds return is
likely to increase. In exchange for accepting a higher degree of share price fluctuation, investors have the potential to achieve a higher return from Government Income Fund than from shorter-term investments.
High Current Income
. Government Income Fund is designed to have a higher current yield than a money market fund, since it can
invest in longer-term, higher yielding securities, and may utilize certain investment techniques not available to a money market fund. Similarly, Government Income Funds yield is expected to exceed that offered by bank certificates of deposit
and money market accounts. However, Government Income Fund does not maintain a constant net asset value per share and is subject to greater fluctuation in the value of its shares than a money market fund. Unlike bank certificates of deposit and
money market accounts, investments in shares of Government Income Fund are not insured or guaranteed by any government agency. Government Income Fund seeks to provide high current income without, however, sacrificing credit quality.
Liquidity
. Because Government Income Funds shares may be redeemed upon request of a shareholder on any business day at net
asset value, Government Income Fund offers greater liquidity than many competing investments such as certificates of deposit and direct investments in certain securities in which Government Income Fund may invest.
A Sophisticated Investment Process
. Government Income Funds investment process starts with a review of trends for the
overall economy as well as for different sectors of the U.S. government and mortgage-backed securities markets. Goldman Sachs portfolio managers then analyze yield spreads, implied volatility and the shape of the yield curve. In planning
Government Income Funds portfolio investment strategies, the Investment Adviser is able to draw upon the economic and fixed income research resources of Goldman Sachs. The Investment Adviser will use a sophisticated analytical process
involving Goldman Sachs proprietary mortgage prepayment model and option-adjusted spread model to structure and maintain the Government Income Funds investment portfolio. In determining the Government Income Funds investment
strategy and in making market timing decisions, the Investment Adviser will have access to information from Goldman Sachs economists, fixed income analysts and mortgage specialists.
Convenience of a Fund Structure
. Government Income Fund eliminates many of the complications that direct ownership of U.S.
Government securities and mortgage-backed securities entails. Government Income Fund automatically reinvests all principal
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payments within the Fund and distributes only current income each month, thereby conserving principal and eliminating the investors need to segregate and reinvest the principal portion of
each payment on his own.
Short Duration
Tax-Free,
Municipal Income and High Yield Municipal Funds
The Tax Exempt Funds are not money market funds. Short Duration
Tax-Free
Fund is
designed for investors who seek a high level of current income, consistent with relatively low volatility of principal, that is exempt from regular federal income tax. Municipal Income Fund is designed for investors who seek a high level of current
income that is exempt from regular federal income tax, consistent with preservation of capital. High Yield Municipal Fund is designed for investors who seek a high level of current income that is exempt from regular federal income tax and may also
consider the potential for capital appreciation.
The Tax Exempt Funds are appropriate for investors who seek to invest in
fixed income securities issued by or on behalf of states, territories and possessions of the United States (including the District of Columbia) and the political subdivisions, agencies and instrumentalities (Municipal Securities) and who
are able to accept greater risk with the possibility of higher returns than investors in municipal money market funds. An example of an eligible investment for the Tax Exempt Funds is an auction rate Municipal Security. These securities
generally have higher yields than money market Municipal Securities, but are, in many cases, not eligible investments for municipal money market funds.
In addition, unlike a municipal money market fund, the Tax Exempt Funds increased investment flexibility permits their portfolios to be more easily adjusted to reflect the shape of the current yield
curve as well as to respond to anticipated developments that might affect the shape of the yield curve.
The Municipal
Securities in which the Short Duration
Tax-Free
and Municipal Income Funds invest will be rated, at the time of purchase, at least BBB or Baa by an NRSRO or, if unrated, will be determined by the Investment
Adviser to be of comparable credit quality. Municipal Securities rated BBB or Baa are considered medium-grade obligations with speculative characteristics, and adverse economic conditions or changing circumstances may weaken their issuers
capability to pay interest and repay principal. Municipal Income Fund will have a weighted average credit quality equal to A or better for securities rated by an NRSRO or, if unrated, determined by the Investment Adviser to be of comparable credit
quality. High Yield Municipal Fund will invest at least a majority of its total assets (not including securities lending collateral and any investment of that collateral) (measured at the time of purchase) in high-yield Municipal Securities rated,
at the time of purchase, BBB or Baa or lower by an NRSRO or, if unrated, will be determined by the Investment Adviser to be of comparable credit quality. See also High Yield Fund Return on and Risks of High Yield Securities for a
discussion of risks that are generally applicable to High Yield Municipal Fund. The credit rating assigned to Municipal Securities may reflect the existence of guarantees, letters of credit or other credit enhancement features available to the
issuers or holders of such Municipal Securities.
Investors who wish to invest in Municipal Securities may find that a mutual
fund structure offers some important advantages when compared to investing in individual Municipal Securities, including:
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The ratings given to Municipal Securities by the rating organizations are difficult to evaluate. For example, some Municipal Securities with
relatively low credit ratings have yields comparable to Municipal Securities with much higher ratings. The credit research professionals at Goldman Sachs closely follow market events and are well positioned to judge current and expected credit
conditions of municipal issuers;
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Because of the relative inefficiency of the secondary market in Municipal Securities, the value of an individual municipal security is often
difficult to determine. As such, investors may obtain a wide range of different prices when asking for quotes from different dealers. In addition, a dealer may have a large inventory of a particular issue that it wants to reduce. Obtaining the best
overall prices can require extensive negotiation, which is a function performed by the portfolio manager; and
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Market expertise is also an important consideration for municipal investors, and because the Tax Exempt Funds may take relatively large
positions in different securities, the Tax Exempt Funds may be able to obtain more favorable prices in the Municipal Securities market than investors with relatively small positions.
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U.S. Mortgages Fund
Philosophy.
The U.S. Mortgages Fund seeks a high level of total return consisting of income and capital appreciation. The Fund
invests, under normal circumstances, in securities representing direct or indirect interests in or that are collateralized by Mortgage-Backed Securities (as defined below). Although the Investment Adviser considers macroeconomic trends
including the Investment Advisers expectations about interest rate trends and whether the curve will be flattening or steepeningthe Investment Advisers investment approach to mortgages is mainly based on analyses of mortgage
prepayments and measures of relative value.
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Much of the research focus is on understanding model risk, which requires the Investment
Adviser to understand how popular prepayment models are biased under different market scenarios. The Investment Adviser constructs a view which attempts to gauge how popular prepayment models will predict prepay activity across the broad spectrum of
different mortgage instruments which spans all the major fixed-rate, single family mortgage sectors
level-pay
and balloon, agency and
non-agency.
The Investment
Adviser develops an independent view of how these popular models may not have kept up with recent changes in the individual homeowners decision process. For example, there have been material changes over the last decade in the way in which
homeowners have access to mortgage refinancing: from the evolution of the mortgage broker market to access via internet applications to current trends in underwriters soliciting their own mortgage holder base for refinancing. The Investment
Advisers intent is to understand these changes and exploit them in its trading activity. The focus throughout is to uncover model predictive bias with respect to borrower behavior and the decision-making of refinancing.
Additionally, the Investment Adviser accesses and dissects individual mortgage pool information, which it believes can deliver an
informational advantage under certain trading conditions.
The Investment Advisers
data-set
distinguishes on the basis of mortgage characteristics such as loan type, coupon, pool originator, underwriter standards, prepay penalties, vintage, and dollar balance, as well as by environmental
variables including interest rates and origination points (for the entire term structure of mortgage alternatives including level pay, balloon and adjustable rate), housing values,
recording-tax
rates and
relevant government regulations which are significant elements affecting the prepayment decision. These decisions are incorporated into trading decisions about which mortgages to hold and which to avoid.
Specifically, the Investment Adviser expects to implement several investment strategies, as described below:
Sector/Subsector Strategies
: The sector strategy would 1) attempt to take advantage of potential changes in general spread levels
by overweighting and underweighting the spread duration of the portfolio relative to the index and 2) allocate risk among the different sectors in the mandate: pass-throughs, collateralized mortgage obligations (CMOs), and Treasuries.
The subsector strategy would allocate risk among the different subsectors in each sector:
e.g.
pass-throughs, whether to own GNMA vs. conventionals.
Security Selection
: The Investment Advisers security selection strategy represents relative value investing. The Investment Advisers specialist team focuses on 1) finding the most
attractive securities to place in the investment portfolios and 2) avoiding the least attractive securities in the index.
Among the Investment Advisers security selection strategies are:
1) Seasoning Strategies:
The Investment Adviser believes that the market does not always correctly price the seasoning of a bond
and its tendency to prepay in the future. By identifying these mispriced bonds, the Investment Adviser can construct a portfolio with more attractive interest rate sensitivity than that of the index.
2) Coupon Selection:
By combining the Investment Advisers fundamental market views with the Investment Advisers
quantitative models, the Investment Adviser believes that it can take advantage of potential mispricings across coupons. The Investment Adviser also believes that there are opportunities to generate absolute returns by monitoring the embedded
delivery options in the
To-Be-Allocated
(TBA) market and by understanding the implied financing rate in TBA market for each coupon.
3) CMO vs. Pass-through Selection:
There are often opportunities in the market to replicate pass-through securities by purchasing
CMOs. This strategy may benefit an investment portfolio in two ways. First, it might be possible to purchase the replicating CMOs at a lower price than the pass-through. Second, the replicating CMOs may have the same price as the pass-through but
have more attractive interest rate sensitivity characteristics.
Security Weighting:
The Investment Adviser scales its
positions as a function of the expected return and risk of the trade. Generally riskier trades will have smaller positions and less risky trades will have larger positions. For example, the Investment Adviser may cap the exposure from issuers in a
particular rating category. This scaling occurs as a result of the Investment Advisers risk managed approach. When sizing the trade the Investment Adviser will consider its impact upon the tracking error of the investment portfolio and also
the trades relative attractiveness to other perceived opportunities.
Yield Curve and Duration Management:
These
strategies attempt to take advantage of changes in the shape of the yield curve and the level of rates. While the Investment Adviser believes that it can add excess return through yield curve and duration management, the Investment Adviser also
believes that within the context of the U.S. Mortgages Fund, these strategies contribute less to total return than other strategies. As a result the Investment Adviser expects to take less risk in this area.
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Consistent with the Investment Advisers overall fixed income investment philosophy for
mortgage-backed security portfolios, the Investment Adviser actively manages mortgage portfolios within a risk-managed framework. The portfolio risk management process includes an effort to monitor and manage risk, but should not be confused with
and does not imply low risk.
Core Fixed Income, Core Plus Fixed Income and Short Duration Income Funds
Core Fixed Income and Core Plus Fixed Income Funds are designed for investors seeking a total return consisting of capital appreciation
and income that exceeds the total return of the Barclays U.S. Aggregate Bond Index (the Bond Index), without incurring the administrative and accounting burdens involved in direct investment. Such investors also prefer liquidity,
experienced professional management and administration, a sophisticated investment process, and the convenience of a mutual fund structure. Short Duration Income Fund is designed for investors seeking a total return consisting of income and capital
appreciation. Core Fixed Income, Core Plus Fixed Income and Short Duration Income Funds may be appropriate as part of a balanced investment strategy consisting of stocks, bonds and cash or as a complement to positions in other types of fixed income
investments.
The Bond Index currently includes U.S. Government securities and fixed-rate, publicly issued, U.S.
dollar-denominated fixed income securities rated at least Baa by Moodys Investors Services, Inc. (Moodys), or if a Moodys rating is unavailable, the comparable Standard & Poors Ratings Group
(Standard & Poors) rating is used. The securities currently included in the Bond Index have at least one year remaining to maturity; and are issued by the following types of issuers, with each category receiving a
different weighting in the Bond Index: U.S. Treasury; agencies, authorities or instrumentalities of the U.S. government; issuers of mortgage-backed securities; utilities; industrial issuers; financial institutions; foreign issuers; and issuers of
asset-backed securities. In pursuing their investment objectives, the Core Fixed Income and Core Plus Fixed Income Funds use the Bond Index as their performance benchmark, but the Core Fixed Income and Core Plus Fixed Income Funds will not attempt
to replicate the Bond Index. The Core Fixed Income and Core Plus Fixed Income Funds may, therefore, invest in securities that are not included in the Bond Index. The Bond Index is a trademark of Barclays. Inclusion of a security in the Bond Index
does not imply an opinion by Barclays as to its attractiveness or appropriateness for investment. Although Barclays obtains factual information used in connection with the Bond Index from sources which it considers reliable, Barclays claims no
responsibility for the accuracy, completeness or timeliness of such information and has no liability to any person for any loss arising from results obtained from the use of the Bond Index data.
The Short Duration Income Fund uses the Goldman Sachs Short Duration Income Fund Composite Index, which is comprised of the Barclays U.S.
1-5
Year Corporate Bond Index (50%) and the Barclays U.S.
1-5
Year Government Bond Index (50%) (the Composite Index) as its performance benchmark.
The Barclays
1-5
Year U.S. Government/Credit Index is used as the Short Duration Income Funds secondary benchmark. The Barclays U.S.
1-5
Year Corporate Bond Index
provides a broad based measure of the global investment grade corporate sector with final maturities ranging between one and five years. The corporate sectors include industrial, utility and finance, for U.S. and
non-U.S.
corporations. The Barclays U.S.
1-5
Year Government Bond Index provides a broad based measure of securities issued by the U.S. government with final maturities
ranging from one to five years. This includes public obligations of the U.S. Treasury, U.S. government agencies, quasi-federal corporations and corporate or foreign debt guaranteed by the U.S. government. In pursuing its investment objective, the
Short Duration Income Fund uses the Composite Index as its performance benchmark, but the Short Duration Income Fund will not attempt to replicate the Composite Index. The Short Duration Income Fund may, therefore, invest in securities that are not
included in the Composite Index. The components of the Composite Index and the secondary index are trademarks of Barclays. Inclusion of a security in the components of the Composite Index and the secondary index does not imply an opinion by Barclays
as to its attractiveness or appropriateness for investment. Although Barclays obtains factual information used in connection with the components of the Composite Index and the secondary index from sources which it considers reliable, Barclays claims
no responsibility for the accuracy, completeness or timeliness of such information and has no liability to any person for any loss arising from results obtained from the use of the index data.
The Funds overall returns are generally likely to move in the opposite direction from interest rates. Therefore, when interest
rates decline, the Funds returns are likely to increase. Conversely, when interest rates increase, the Funds returns are likely to decline. However, the Investment Adviser believes that, given the flexibility of managers to invest in a
diversified portfolio of securities, the Funds returns are not likely to decline as quickly as that of other fixed income funds with comparable average portfolio durations. In exchange for accepting a higher degree of potential share price
fluctuation, investors have the opportunity to achieve a higher return from the Funds than from shorter-term investments.
A
number of investment strategies will be used to attempt to achieve the Funds investment objective, including market sector selection, determination of yield curve exposure, and issuer selection. In addition, the Investment Adviser will attempt
to take advantage of pricing inefficiencies in the fixed income markets.
Market sector selection
is the underweighting or overweighting of one or more of the five market sectors (
i.e
., U.S. Treasuries, U.S. government agencies,
corporate securities, mortgage-backed securities and asset-backed securities) in which the Funds primarily invest. The decision to overweight or underweight a given market sector is based on expectations of future yield spreads among different
sectors.
Yield curve exposure strategy
consists of overweighting or
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underweighting different maturity sectors to take advantage of the shape of the yield curve.
Issuer selection
is the purchase and sale of corporate securities based on a corporations
current and expected credit standing. To take advantage of price discrepancies between securities resulting from supply and demand imbalances or other technical factors, the Funds may simultaneously purchase and sell comparable, but not identical,
securities. The Investment Adviser will usually have access to the research of, and proprietary technical models developed by, Goldman Sachs and will apply quantitative and qualitative analysis in determining the appropriate allocations among the
categories of issuers and types of securities.
A Sophisticated Investment Process
. The Funds will attempt to control
their exposure to interest rate risk, including overall market exposure and the spread risk of particular sectors and securities, through active portfolio management techniques. The Funds investment processes start with a review of trends for
the overall economy as well as for different sectors of the fixed income securities markets. Goldman Sachs portfolio managers then analyze yield spreads, implied volatility and the shape of the yield curve. In planning the Funds
portfolio investment strategies, the Investment Adviser is able to draw upon the economic and fixed income research resources of Goldman Sachs. The Investment Adviser will use a sophisticated analytical process including Goldman Sachs
proprietary mortgage prepayment model and option-adjusted spread model to assist in structuring and maintaining Core Fixed Income Funds investment portfolio. In determining the Funds investment strategy and making market timing
decisions, the Investment Adviser will have access to input from Goldman Sachs economists, fixed income analysts and mortgage specialists.
Investment Grade Credit Fund
The Fund seeks a high level of total return
consisting of capital appreciation and income that exceeds the total return of the Barclays U.S. Credit Index. The Funds strategy employs a process that combines both a
top-down
and
bottom-up
analysis to evaluate companies. The Investment Adviser relies primarily on
sub-sector/industry
allocation and security selection strategies in seeking to generate
incremental return relative to the selected benchmark. To a lesser degree, the Investment Adviser also implements duration and yield curve management strategies.
The Investment Advisers strategy for the Fund is based on maximizing its understanding of the factors that drive performance. The Investment Advisers security selection process begins with an
analysis of the fundamentals of a given company and its industry, and goes on to include broader market factors as well as technical and execution issues. The Investment Adviser has organized its group to incorporate these elements into a process
that pulls together the input of specialists within a collaborative framework. Portfolio managers and analysts sit on the trading desk together. This facilitates the frequent conversation between the various members of the corporate bond team.
Fundamental research is performed by a global high grade research group with parts of the teams in New York and London. The
Investment Adviser established this group to ensure comprehensive research into high grade credits, which may be overlooked by firms with only one credit research team. The Investment Advisers analysts develop investment rationales
incorporating their assessment of a companys return potential and risks.
The discussion of investment ideas goes beyond
fundamentals to incorporate the broader market views of the portfolio managers. Investment grade corporates are strongly affected by such factors as comparative industry trends, the economy and general overall trends in coverage and leverage ratios.
These factors can have a significant impact on performance. The portfolio managers bring their awareness of these factors as a crucial input in the formulation of investment ideas.
A final element of the process incorporates technical and execution issues. Adding value requires close attention to execution issues
including market levels and the new issuance calendar. It is also crucial to stay apprised of dealer activity; being aware of which bonds are being traded by particular dealers promotes efficient trading, which plays directly through to better
performance. The Investment Advisers traders help in this regard.
The Investment Advisers process is enhanced by
the full integration of its New York and London corporate bond teams. While the teams are focused on issue selection in their respective markets, they are able to leverage their peers insights to develop broader, better-informed credit views
than they could on their own. This integration extends to the portfolio managers, who also develop views on market and industry trends jointly. In addition to helping the Investment Adviser to develop fuller investment views, this integration can
also allow it to exploit structural inefficiencies that arise when global corporate issues are priced differently in different currencies.
Global Income Fund
Global Income Fund is designed for investors seeking high total return, emphasizing current income and, to a lesser extent, opportunities
for capital appreciation. In selecting securities for the Fund, portfolio managers consider such factors as the securitys
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duration, sector and credit quality rating as well as the securitys yield and prospects for capital appreciation. In determining the countries and currencies in which the Fund will invest,
the Funds portfolio managers form opinions based primarily on the views of Goldman Sachs economists as well as information provided by securities dealers, including information relating to factors such as interest rates, inflation,
monetary and fiscal policies, taxation, and political climate. The portfolio managers apply the Black-Litterman Model (the Model) to their views to develop a portfolio that produces, in the view of the Investment Adviser, the optimal
expected return for a given level of risk. The Model factors in the opinions of the portfolio managers, adjusting for their level of confidence in such opinions, with the views implied by an international capital asset pricing formula. The Model is
also used in seeking to maintain the level of portfolio risk within the guidelines established by the Investment Adviser.
High Income
. Global Income Funds portfolio managers will seek out the highest yielding bonds in the global fixed income
market that meet the Global Income Funds credit quality standards and certain other criteria.
Capital
Appreciation
. Investing in the foreign bond markets offers the potential for capital appreciation due to both interest rate and currency exchange rate fluctuations. The portfolio managers attempt to identify investments with appreciation
potential by carefully evaluating trends affecting a countrys currency as well as a countrys fundamental economic strength. However, there is a risk of capital depreciation as a result of unanticipated interest rate and currency
fluctuations.
Portfolio Management Flexibility
. Global Income Fund is actively managed. The Funds portfolio
managers invest in countries that, in their judgment, meet the Funds investment guidelines and often have strong currencies and stable economies and in securities that they believe offer favorable performance prospects.
Relative Stability of Principal
. Global Income Fund may be able to reduce principal fluctuation by investing in foreign countries
with economic policies or business cycles different from those of the United States and in foreign securities markets that do not necessarily move in the same direction or magnitude as the U.S. market. Investing in a broad range of U.S. and foreign
fixed income securities and currencies reduces the dependence of the Funds performance on developments in any particular market to the extent that adverse events in one market are offset by favorable events in other markets. The Funds
policy of investing primarily in high quality securities may also reduce principal fluctuation. However, there is no assurance that these strategies will always be successful.
Professional Management
. Individual U.S. investors may prefer professional management of their global bond and currency portfolios because a well-diversified portfolio requires a large amount of
capital and because the size of the global market requires access to extensive resources and a substantial commitment of time.
High Yield
Fund
High Yield Funds Investment Process
. High Yield Fund is appropriate for investors who seek a high level
of current income and who also may wish to consider the potential for capital appreciation. A number of investment strategies are used to seek to achieve the Funds investment objective, including market sector selection, determination of yield
curve exposure and issuer selection. In addition, the Investment Adviser will attempt to take advantage of pricing inefficiencies in the fixed income markets. GSAM starts the investment process with economic analysis to determine broad growth
trends, industry-specific events and market forecasts. The market value of
non-investment
grade fixed income securities tends to reflect individual developments within a company to a greater extent than higher
rated corporate debt or Treasury bonds that react primarily to fluctuations in interest rates. Therefore, determining the creditworthiness of issuers is critical. To that end, High Yield Funds portfolio managers have access to GSAMs
highly regarded Fundamental Equity Research Team, as well as internal analysis from the teams dedicated High Yield Research analysts. The High Yield Funds portfolio managers will also leverage Goldman Sachs Global Investment
Research Department, subject to Goldman Sachs Chinese wall restrictions. In addition, the Funds portfolio managers may review the opinions of the two largest independent credit rating agencies, Standard & Poors and Moodys.
High Yield Funds portfolio managers and credit analysts also conduct their own
in-depth
analysis of the issues considered for inclusion in the Funds portfolio. The portfolio managers and credit
analysts evaluate such factors as a companys competitive position, the strength of its balance sheet, its ability to withstand economic downturns and its potential to generate ample cash flow to service its debt. The ability to analyze
accurately a companys future cash flow by correctly anticipating the impact of economic, industry-wide and specific events are critical to successful high yield investing. GSAMs goal is to identify companies with the potential to
strengthen their balance sheets by increasing their earnings, reducing their debt or effecting a turnaround. GSAM analyzes trends in a companys debt picture (
i.e
., the level of its interest coverage) as well as new developments in its
capital structure on an ongoing basis. GSAM believes that this ongoing reassessment is more valuable than relying on a snapshot view of a companys ability to service debt at one or two points in time.
High Yield Funds portfolio is diversified among different sectors and industries on a global basis in an effort to reduce overall
risk. While GSAM will avoid excessive concentration in any one industry, the Funds specific industry weightings are the result of
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individual security selection. Emerging market debt considered for the High Yield Funds portfolio will be selected by specialists knowledgeable about the political and economic structure of
those economies.
Return on and Risks of High Yield Securities
. High yield bonds can deliver higher yields and total
return than either investment grade corporate bonds or U.S. Treasury bonds. However, because these
non-investment
grade securities involve higher risks in return for higher income, they are best suited to
long-term investors who are financially secure enough to withstand volatility and the risks associated with such investments. See Description of Investment Securities and PracticesHigh Yield Securities. Different types of fixed
income securities may react differently to changes in the economy. High yield bonds, like stocks, tend to perform best when the economy is strong, inflation is low and companies experience healthy profits, which can lead to higher stock prices and
higher credit ratings. Government bonds are likely to appreciate more in a weaker economy when interest rates are declining. In certain types of markets, adding some diversification in the high yield asset class may help to increase returns and
decrease overall portfolio risk.
For high yield,
non-investment
grade securities, as
for most investments, there is a direct relationship between risk and return. Along with their potential to deliver higher yields and greater capital appreciation than most other types of fixed income securities, high yield securities are subject to
higher risk of loss, greater volatility and are considered predominantly speculative by traditional investment standards. The most significant risk associated with high yield securities is
credit risk
: the risk that the company issuing a high
yield security may have difficulty in meeting its principal and/or interest payments on a timely basis. As a result, extensive credit research and diversification are essential factors in managing risk in the high yield arena. To a lesser extent,
high yield bonds are also subject to
interest rate risk
: when interest rates increase, the value of fixed income securities tends to decline.
High Yield Floating Rate Fund
The High Yield Floating Rate Fund is
designed for investors seeking a high level of current income. The Fund invests, under normal circumstances, at least 80% of its Net Assets in domestic or foreign floating rate loans and other floating or variable rate obligations rated below
investment grade.
Non-investment
grade fixed income securities are securities rated BB+, Ba1 or below by an NRSRO, or, if unrated, determined by the Investment Adviser to be of comparable credit quality, and
are commonly referred to as junk bonds.
The Funds investments in floating and variable rate obligations may
include, without limitation, senior secured loans (including assignments and participations), second lien loans, senior unsecured and subordinated loans, senior and subordinated corporate debt obligations (such as bonds, debentures, notes and
commercial paper), debt issued by governments, their agencies and instrumentalities, and debt issued by central banks. The Fund may invest indirectly in loans by purchasing participations or
sub-participations
from financial institutions. Participations and
sub-participations
represent the right to receive a portion of the principal of, and all of the interest relating to such portion of, the applicable loan. The
Fund expects to invest principally in the U.S. loan market and, to a lesser extent, in the European loan market. The Fund may also invest in other loan markets, although it does not currently intend to do so.
Under normal conditions, the Fund may invest up to 20% of its Net Assets in fixed income instruments, regardless of rating, including
fixed rate corporate bonds, government bonds, convertible debt obligations and mezzanine fixed income instruments. The Fund may also invest in floating or variable rate instruments that are rated investment grade and in preferred stock, repurchase
agreements and cash securities.
The Fund may also invest in derivative instruments. Derivatives are instruments that have a
value based on another instrument, exchange rate or index. The Funds investments in derivatives may include credit default swaps on credit and loan indices and forward contracts, among others. The Fund may use currency management techniques,
such as forward foreign currency contracts, for investment or hedging purposes. Derivatives that provide exposure to floating or variable rate loans or obligations rated below investment grade are counted towards the Funds 80% policy.
The Funds target duration under normal interest rate conditions is less than 0.5 years (the Funds duration
approximates its price sensitivity to changes in interest rates). The Funds investments in floating rate obligations will generally have short to intermediate maturities (approximately
5-7
years).
The Funds investments are selected using a
bottom-up
analysis that incorporates
fundamental research, a focus on market conditions and pricing trends, quantitative research, and news or market events. The selection of individual investments is based on the overall risk and return profile of the investment taking into account
liquidity, structural complexity, cash flow uncertainty and downside potential. Research analysts and portfolio managers systematically assess portfolio positions, taking into consideration, among other factors, broader macroeconomic conditions and
industry and company-specific financial performance and outlook. Based
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upon this analysis, the Investment Adviser will sell positions determined to be overvalued and reposition the portfolio in more attractive investment opportunities on a relative basis given the
current climate.
The Funds investments may be denominated in currencies other than the U.S. dollar.
Strategic Income Fund
The Strategic Income Fund is designed for investors seeking total return comprised of income and capital appreciation. The Fund invests in
a broadly diversified portfolio of U.S. and foreign investment grade and
non-investment
grade fixed income investments including, but not limited to: U.S. Government securities (such as U.S. Treasury
securities or Treasury inflation protected securities),
non-U.S.
sovereign debt, agency securities, corporate debt securities, agency and
non-agency
mortgage-backed
securities, asset-backed securities, custodial receipts, municipal securities, loans and loan participations and convertible securities. The Funds investments in loans and loan participations may include, but are not limited to:
(a) senior secured floating rate and fixed rate loans or debt (Senior Loans), (b) second lien or other subordinated or unsecured floating rate and fixed rate loans or debt (Second Lien Loans) and (c) other
types of secured or unsecured loans with fixed, floating or variable interest rates. The Fund may invest in fixed income securities of any maturity.
Non-investment
grade fixed income securities are securities rated BB+, Ba1 or below by an NRSRO, or, if unrated, determined by the Investment Adviser to be of
comparable credit quality.
The Fund may invest in sovereign and corporate debt securities and other instruments of issuers in
emerging market countries (emerging countries debt). Such investments may include sovereign debt issued by emerging countries that have sovereign ratings below investment grade or that are unrated. There is no limitation to the amount
the Fund invests in
non-investment
grade or emerging market securities. From time to time, the Fund may also invest in preferred stock. The Funds investments may be denominated in currencies other than
the U.S. dollar.
The Fund may engage in forward foreign currency transactions for both investment and hedging purposes. The
Fund also intends to invest in other derivative instruments. Derivatives are instruments that have a value based on another instrument, exchange rate, interest rate or index. The Funds investments in derivatives may include, in addition to
forward foreign currency exchange contracts, futures contracts (including interest rate futures and treasury and sovereign bond futures), options (including options on futures contracts, swaps, bonds, stocks and indexes), swaps (including credit
default, index, basis, total return, volatility and currency swaps), and other forward contracts. The Fund may use derivatives instead of buying and selling bonds to manage duration, to gain exposure or to short individual securities or to gain
exposure to a credit or asset backed index.
The Fund may implement short positions and may do so by using swaps or futures,
or through short sales of any instrument that the Fund may purchase for investment. For example, the Fund may enter into a futures contract pursuant to which it agrees to sell an asset (that it does not currently own) at a specified price at a
specified point in the future. This gives the Fund a short position with respect to that asset. The Fund will benefit to the extent the asset decreases in value (and will be harmed to the extent the asset increases in value) between the time it
enters into the futures contract and the agreed date of sale. Alternatively, the Fund may sell an instrument (
e.g.
, a bond, or a futures contract) it does not own in anticipation of a decline in the market value of the instrument, and then
borrow the instrument to make delivery to the buyer. In these transactions, the Fund is obligated to replace the instrument borrowed by purchasing it at the market price at the time of replacement.
Strategic in the Funds name means that the Fund seeks both current income and capital appreciation as elements of total
return. The Fund attempts to exploit pricing anomalies throughout the global fixed income and currency markets. Additionally, the Fund uses short positions and derivatives for both investment and hedging purposes. The Fund may sell investments that
the portfolio managers believe are no longer favorable with regard to these factors.
Emerging Markets Debt and Local Emerging Markets Debt
Funds
The Emerging Markets Debt and Local Emerging Markets Debt Funds seek a high level of total return consisting of
income and capital appreciation. The Emerging Markets Debt Fund invests, under normal circumstances, at least 80% of its Net Assets in sovereign and corporate debt securities and other instruments of issuers in emerging market countries. Such
instruments may include credit linked notes and other investments with similar economic exposures.
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The Local Emerging Markets Debt Fund invests, under normal circumstances, at least 80% of
its Net Assets in (i) sovereign and corporate debt securities and other instruments of issuers in emerging market countries, denominated in the local currency of such emerging market countries, and/or (ii) currencies of such emerging
market countries, which may be represented by forwards or other derivatives that may have interest rate exposure. Such instruments referred to in (i) above may include credit linked notes and other investments with similar economic exposures.
Emerging market countries include but are not limited to those considered to be developing by the World Bank. Generally, the
Investment Adviser has broad discretion to identify other countries that it considers to qualify as emerging markets countries. The majority of these countries are likely to be located in Asia, South and Central America, the Middle East, Central and
Eastern Europe, and Africa. Sovereign debt issuers include governments or any of their agencies, political subdivisions or instrumentalities. In determining whether an issuer of corporate debt is in an emerging market country, the Investment Adviser
will ordinarily do so by identifying the issuers country of risk. The issuers country of risk is defined by Bloomberg and is based on a number of criteria, including its country of domicile, the primary stock
exchange on which it trades, the location from which the majority of its revenue comes, and its reporting currency. However, the Investment Adviser may also (but is not required to) deem other issuers to be in an emerging market country if they are
otherwise tied economically to an emerging market country.
Currency investments, particularly longer-dated forward contracts,
provide the Local Emerging Markets Debt Fund with economic exposure similar to investments in sovereign and corporate debt with respect to currency and interest rate exposure.
The Investment Advisers emerging markets debt (EMD) investment philosophy strives to generate returns through an active, research-intensive, risk-managed approach. The Investment Adviser
seeks to add value through country allocation, security selection, and market exposure strategies.
The Investment Adviser
believes that active management focused on fundamental research is critical for achieving long-term value for its clients portfolios. EMD can offer an attractive risk/return profile for investors who have the proper resources and experience to
exploit the myriad opportunities in the market. The Investment Advisers process is built on fundamental analysis of emerging market countries and securities. In addition, the Investment Advisers process focuses on risk-adjusted returns,
as the Investment Adviser believes that risk can have a material impact on long-term investment results. As a result, the Investment Adviser diversifies across sovereign credits and employs proprietary tools to manage overall portfolio risks.
Types of Securities Used.
EMD comprises fixed income securities issued mainly by governments, but also by
quasi-sovereigns and corporations, of developing countries. The Investment Adviser typically expresses its view on a
relative-to-benchmark
basis, overweighting those
securities the Investment Adviser believes will outperform and underweighting those countries the Investment Adviser believes will underperform.
The types of financial instruments used in the Emerging Markets Debt and Local Emerging Markets Debt Funds include Eurobonds, Brady bonds, tradable bank loans, local bonds and other securities, which can
include their associated derivatives. The EMD team may invest in liquid, long duration securities and employ active trading strategies that exploit market inefficiencies and arbitrage opportunities (
e.g.
, between Brady Bonds and global bonds)
that often exist in the EMD market. Given the limited diversification within the EMD sector, buying longer dated, more liquid, lower dollar price securities may be a preferred strategy.
The Investment Adviser may use derivative instruments such as forwards and futures in the Emerging Markets Debt and Local Emerging
Markets Debt Funds in an attempt to hedge its currency exposures. However, due to the limited market for these instruments in emerging countries, a significant portion of the Funds currency exposure in emerging countries may not be covered by
such instruments.
Research.
Being part of GSAMs wider Fixed Income and Currency Team, the EMD team interacts
with the Investment Advisers fixed income and currency analysts and portfolio managers based in New York, London, and Tokyo. The Fixed Income and Currency Team employs a broad analysis of the macro-economic environment, credit risk factors,
and quantitative relationships and plays a vital role in aspects of portfolio construction and strategy.
In addition to
internal research, the Investment Adviser may utilize external sources in its analysis and seek information from external consultants and sell-side economists and strategists. The Investment Advisers EMD team may draw on the resources of
Goldman Sachs (
e.g.
, GSAM Emerging Market Foreign Exchange, Emerging Market Equity and Quantitative Strategy) in the country and security selection process. The Investment Advisers research analysts also travel to emerging countries to
seek additional insight on the macroeconomic and political developments. The Investment Advisers research analysts also obtain research publications from broker-dealers, supranational organizations (
e.g.
, the International Monetary
Fund), and academic sources.
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Portfolio managers and research analysts have access to external research (
e.g.
,
internet websites, publications). In addition, market information is disseminated through electronic communications as well as regularly scheduled meetings. The members of the EMD investment team sit on the trading desk to facilitate efficient and
timely flow of market information.
Based on macroeconomic and political considerations, the Investment Adviser will have a
negative, neutral, or positive recommendation on various emerging countries. In addition to these recommendations, the Investment Adviser considers which are the most attractive securities within those countries.
Inflation Protected Securities Fund
The Inflation Protected Securities Fund is designed for investors who seek real return consistent with preservation of capital. Real return is the return on an investment adjusted for inflation. The
Inflation Protected Securities Fund invests, under normal circumstances, at least 80% of its Net Assets in IPS of varying maturities, including TIPS and CIPS. IPS are designed to provide inflation protection to investors. The U.S. Treasury uses the
Consumer Price Index for Urban Consumers (the CPIU) as the measurement of inflation, while other issuers of IPS may use different indices as the measure of inflation. IPS are income-generating instruments whose interest and principal
payments are adjusted for inflationa sustained increase in prices that erodes the purchasing power of money. The inflation adjustment, which is typically applied monthly to the principal of the bond, follows a designated inflation index, such
as the consumer price index. A fixed coupon rate is applied to the inflation-adjusted principal so that as inflation rises, both the principal value and the interest payments increase. This can provide investors with a hedge against inflation, as it
helps preserve the purchasing power of an investment. Because of this inflation adjustment feature, inflation-protected bonds typically have lower yields than conventional fixed-rate bonds. The remainder of the Inflation Protected Securities
Funds Net Assets (up to 20%) may be invested in other fixed income securities, including U.S. Government securities, asset-backed securities, mortgage-backed securities, corporate securities, and securities issued by foreign corporate and
governmental issuers.
World Bond Fund
The World Bond Fund invests, under normal circumstances, at least 80% of its Net Assets in a portfolio of debt instruments. Such debt instruments may include bonds, derivatives and other instruments with
similar economic exposures. The Fund expects to invest at least 40% of its Net Assets in
non-U.S.
investments, except to the extent
non-U.S.
investments represent less
than 40% of the Funds benchmark index, which is described below. The Fund invests primarily in fixed income instruments issued by U.S. and
non-U.S.
governments and government agencies, political
subdivisions or instrumentalities. The Fund may also enter into transactions in
non-U.S.
currencies, typically through the use of forward contracts and swap contracts. Under normal market conditions, the Fund
will invest in securities of issuers in at least three countries. The Fund may, but generally will not, hedge its
non-U.S.
currency exposure. The Fund may engage in currency transactions to seek to enhance
returns. The Fund may invest in securities denominated in any currency and may be subject to the risk of adverse currency fluctuations.
The Fund may invest in sovereign and corporate debt securities and other instruments of issuers in both developed and emerging market countries. Not more than 25% of the Funds total assets measured
at the time of purchase (Total Assets) will be invested in securities of issuers in any single
non-U.S.
country. The Funds investment in
non-U.S.
sovereign debt will generally be denominated in the currency of that sovereign.
The Investment Adviser uses the Barclays
Global Sovereign Fiscal Strength Index (Gross, USD, Unhedged) (the Index) as a guide in structuring the Funds portfolio and selecting its investments. The Index is a multi-currency index composed of U.S. dollar-denominated and
non-U.S.
dollar-denominated securities. The Index weights each country based on its gross domestic product (GDP), i.e., the market value of goods and services produced in that country. These allocations
are then adjusted by increasing allocations to countries determined to have stronger fiscal health and decreasing allocations to countries determined to have weaker fiscal health. Metrics used to determine a countys fiscal health include,
among others, National Debt/GDP Ratio, Current Account/GDP Ratio, and Fiscal Budget Balance/GDP Ratio. The Fund is not an index fund and the Funds Investment Adviser may make allocations that differ from the weightings of the Index.
The fixed income securities in which the Fund may invest include, among others:
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U.S. Government Securities and custodial receipts therefor;
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Securities issued or guaranteed by a
non-U.S.
government or any of its political subdivisions, authorities,
agencies or instrumentalities, or by supranational entities;
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Corporate debt securities;
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Certificates of deposit and bankers acceptances issued or guaranteed by, or time deposits maintained at, U.S. or
non-U.S.
banks (and their branches wherever located); and
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Additionally, the Fund intends to use structured securities or derivatives, including but not limited to credit linked notes, financial futures contracts, forward contracts and swap contracts, to gain
exposure to certain countries or currencies. The Fund may use derivatives for investment purposes, instead of buying and selling bonds to manage duration, to gain exposure to or to short individual securities, and for hedging purposes.
The Fund may implement short positions and may do so by using derivatives, including swaps or futures, or through short sales of any
instrument that the Fund may purchase for investment. For example, the Fund may enter into a futures contract pursuant to which it agrees to sell an asset (that it does not currently own) at a specified price at a specified point in the future. This
gives the Fund a short position with respect to that asset. The Fund will benefit to the extent the asset decreases in value (and will be harmed to the extent the asset increases in value) between the time it enters into the futures contract and the
agreed date of sale. Alternatively, the Fund may sell an instrument (e.g., a bond, or a futures contract) it does not own in anticipation of a decline in the market value of the instrument, and then borrow the instrument to make delivery to the
buyer. In these transactions, the Fund is obligated to replace the instrument borrowed by purchasing it at the market price at the time of replacement.
The countries in which the Fund invests may have sovereign ratings that are below investment grade or are unrated. The Fund may not invest more than 20% of its Total Assets in
non-investment
grade fixed income instruments, including investments in derivative instruments with similar economic exposure.
The Funds target duration range under normal interest rate conditions is that of the Index, plus or minus 2.5 years. The duration of the Index is expected to range between 5 and 7 years. Subject to
the above, there are no limits on the length of remaining maturities of securities held by the Fund.
DESCRIPTION OF INVESTMENT SECURITIES AND PRACTICES
U.S. Government Securities
Each Fund may invest in U.S. Government securities. Some U.S. Government securities (such as Treasury bills, notes and bonds, which differ
only in their interest rates, maturities and times of issuance) are supported by the full faith and credit of the United States. Others, such as obligations issued or guaranteed by U.S. government agencies, instrumentalities or sponsored
enterprises, are supported either by (i) the right of the issuer to borrow from the U.S. Treasury, (ii) the discretionary authority of the U.S. government to purchase certain obligations of the issuer or (iii) only the credit of the
issuer. The U.S. government is under no legal obligation, in general, to purchase the obligations of its agencies, instrumentalities or sponsored enterprises. No assurance can be given that the U.S. government will provide financial support to U.S.
government agencies, instrumentalities or sponsored enterprises in the future.
U.S. Government securities include (to the
extent consistent with the Act) securities for which the payment of principal and interest is backed by an irrevocable letter of credit issued by the U.S. government, or its agencies, instrumentalities or sponsored enterprises. U.S. Government
securities may also include (to the extent consistent with the Act) participations in loans made to foreign governments or their agencies that are guaranteed as to principal and interest by the U.S. government or its agencies, instrumentalities or
sponsored enterprises. The secondary market for certain of these participations is extremely limited. In the absence of a suitable secondary market, such participations are regarded as illiquid.
Each Fund may also purchase U.S. Government securities in private placements and may also invest in separately traded principal and
interest components of securities guaranteed or issued by the U.S. Treasury that are traded independently under the separate trading of registered interest and principal of securities program (STRIPS). Each Fund may also invest in zero
coupon U.S. Treasury Securities and in zero coupon securities issued by financial institutions which represent a proportionate interest in underlying U.S. Treasury Securities.
Inflation-Protected Securities
. Certain Funds may invest in IPS, including TIPS and CIPS, which are securities whose principal value is periodically adjusted according to the rate of inflation. The
interest rate on IPS is fixed at issuance, but over the life of the bond this interest may be paid on an increasing or decreasing principal value that has been adjusted for inflation. Although repayment of the original bond principal upon maturity
is guaranteed, the market value of IPS is not guaranteed, and will fluctuate.
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The values of IPS generally fluctuate 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 inflation were to rise at a faster rate than nominal interest rates, real interest rates might decline, leading to an increase in the value of IPS. In
contrast, if nominal interest rates were to increase at a faster rate than inflation, real interest rates might rise, leading to a decrease in the value of IPS. If inflation is lower than expected during the period a Fund holds IPS, the Fund may
earn less on the IPS than on a conventional bond. If interest rates rise due to reasons other than inflation (for example, due to changes in the currency exchange rates), investors in IPS may not be protected to the extent that the increase is not
reflected in the bonds inflation measure. There can be no assurance that the inflation index for IPS will accurately measure the real rate of inflation in the prices of goods and services.
Any increase in principal value of IPS caused by an increase in the consumer price index is taxable in the year the increase occurs, even
though the Fund holding IPS will not receive cash representing the increase at that time. As a result, a Fund could be required at times to liquidate other investments, including when it is not advantageous to do so, in order to satisfy its
distribution requirements as a regulated investment company.
If a Fund invests in IPS, it will be required to treat as
original issue discount any increase in the principal amount of the securities that occurs during the course of its taxable year. If a Fund purchases such IPS that are issued in stripped form either as stripped bonds or coupons, it will be treated
as if it had purchased a newly issued debt instrument having original issue discount.
Because a Fund is required to
distribute substantially all of its net investment income (including accrued original issue discount), a Funds investment in either zero coupon bonds or IPS may require the Fund to distribute to shareholders an amount greater than the total
cash income it actually receives. Accordingly, in order to make the required distributions, a Fund may be required to borrow or liquidate securities.
Custodial Receipts and Trust Certificates
Each Fund may invest in
custodial receipts and trust certificates, which may be underwritten by securities dealers or banks, representing interests in securities held by a custodian or trustee. The securities so held may include U.S. Government securities, Municipal
Securities or other types of securities in which a Fund may invest. The custodial receipts or trust certificates are underwritten by securities dealers or banks and may evidence ownership of future interest payments, principal payments or both on
the underlying securities, or, in some cases, the payment obligation of a third party that has entered into an interest rate swap or other arrangement with the custodian or trustee. For purposes of certain securities laws, custodial receipts and
trust certificates may not be considered obligations of the U.S. Government or other issuer of the securities held by the custodian or trustee. As a holder of custodial receipts and trust certificates, a Fund will bear its proportionate share of the
fees and expenses charged to the custodial account or trust. The Funds may also invest in separately issued interests in custodial receipts and trust certificates.
Although under the terms of a custodial receipt or trust certificate a Fund would typically be authorized to assert its rights directly against the issuer of the underlying obligation, the Fund could be
required to assert through the custodian bank or trustee those rights as may exist against the underlying issuers. Thus, in the event an underlying issuer fails to pay principal and/or interest when due, a Fund may be subject to delays, expenses and
risks that are greater than those that would have been involved if the Fund had purchased a direct obligation of the issuer. In addition, in the event that the trust or custodial account in which the underlying securities have been deposited is
determined to be an association taxable as a corporation, instead of a
non-taxable
entity, the yield on the underlying securities would be reduced in recognition of any taxes paid.
Certain custodial receipts and trust certificates may be synthetic or derivative instruments that have interest rates that reset
inversely to changing short-term rates and/or have embedded interest rate floors and caps that require the issuer to pay an adjusted interest rate if market rates fall below or rise above a specified rate. Because some of these instruments represent
relatively recent innovations, and the trading market for these instruments is less developed than the markets for traditional types of instruments, it is uncertain how these instruments will perform under different economic and interest-rate
scenarios. Also, because these instruments may be leveraged, their market values may be more volatile than other types of fixed income instruments and may present greater potential for capital gain or loss. The possibility of default by an issuer or
the issuers credit provider may be greater for these derivative instruments than for other types of instruments. In some cases, it may be difficult to determine the fair value of a derivative instrument because of a lack of reliable objective
information and an established secondary market for some instruments may not exist. In many cases, the Internal Revenue Service (the IRS) has not ruled on the tax treatment of the interest or payments received on the derivative
instruments and, accordingly, purchases of such instruments are based on the opinion of counsel to the sponsors of the instruments.
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Mortgage Loans and Mortgage-Backed Securities
The Taxable Funds (other than the Enhanced Income Fund, High Yield Floating Rate Fund, Emerging Markets Debt Fund, Local Emerging Markets
Debt Fund and World Bond Fund) may each invest in mortgage loans, mortgage pass-through securities and other securities representing an interest in or collateralized by adjustable and fixed-rate mortgage loans, including collateralized mortgage
obligations, real estate mortgage investment conduits (REMICs) and stripped mortgage-backed securities, as described below (Mortgage-Backed Securities). The Short Duration Government Fund may only invest in government-issued
Mortgage-Backed Securities, and may not invest in privately-issued Mortgage-Backed Securities.
Mortgage-Backed Securities are
subject to both call risk and extension risk. Because of these risks, these securities can have significantly greater price and yield volatility than traditional fixed income securities.
General Characteristics of Mortgage Backed Securities
.
In general, each
mortgage pool underlying Mortgage-Backed Securities consists of mortgage loans evidenced by promissory notes secured by first mortgages or first deeds of trust or other similar security instruments creating a first lien on owner occupied and
non-owner
occupied
one-unit
to four-unit residential properties, multi-family (i.e., five-units or more) properties, agricultural properties, commercial properties and mixed
use properties (the Mortgaged Properties). The Mortgaged Properties may consist of detached individual dwelling units, multi-family dwelling units, individual condominiums, townhouses, duplexes, triplexes, fourplexes, row houses,
individual units in planned unit developments, other attached dwelling units (Residential Mortgaged Properties) or commercial properties, such as office properties, retail properties, hospitality properties, industrial properties,
healthcare related properties or other types of income producing real property (Commercial Mortgaged Properties). Residential Mortgaged Properties may also include residential investment properties and second homes. In addition, the
Mortgage-Backed Securities which are residential mortgage-backed securities may also consist of mortgage loans evidenced by promissory notes secured entirely or in part by second priority mortgage liens on Residential Mortgaged Properties.
The investment characteristics of adjustable and fixed rate Mortgage-Backed Securities differ from those of traditional fixed
income securities. The major differences include the payment of interest and principal on Mortgage-Backed Securities on a more frequent (usually monthly) schedule, and the possibility that principal may be prepaid at any time due to prepayments on
the underlying mortgage loans or other assets. These differences can result in significantly greater price and yield volatility than is the case with traditional fixed income securities. As a result, if a Fund purchases Mortgage-Backed Securities at
a premium, a faster than expected prepayment rate will reduce both the market value and the yield to maturity from their anticipated levels. A prepayment rate that is slower than expected will have the opposite effect, increasing yield to maturity
and market value. Conversely, if a Fund purchases Mortgage-Backed Securities at a discount, faster than expected prepayments will increase, while slower than expected prepayments will reduce yield to maturity and market value. To the extent that a
Fund invests in Mortgage-Backed Securities, the Investment Adviser may seek to manage these potential risks by investing in a variety of Mortgage-Backed Securities and by using certain hedging techniques.
Prepayments on a pool of mortgage loans are influenced by changes in current interest rates and a variety of economic, geographic, social
and other factors (such as changes in mortgagor housing needs, job transfers, unemployment, mortgagor equity in the mortgage properties and servicing decisions). The timing and level of prepayments cannot be predicted. A predominant factor affecting
the prepayment rate on a pool of mortgage loans is the difference between the interest rates on outstanding mortgage loans and prevailing mortgage loan interest rates (giving consideration to the cost of any refinancing). Generally, prepayments on
mortgage loans will increase during a period of falling mortgage interest rates and decrease during a period of rising mortgage interest rates. Accordingly, the amounts of prepayments available for reinvestment by a Fund are likely to be greater
during a period of declining mortgage interest rates. If general interest rates decline, such prepayments are likely to be reinvested at lower interest rates than a Fund was earning on the Mortgage-Backed Securities that were prepaid. Due to these
factors, Mortgage-Backed Securities may be less effective than U.S. Treasury and other types of debt securities of similar maturity at maintaining yields during periods of declining interest rates. Because a Funds investments in
Mortgage-Backed Securities are interest-rate sensitive, a Funds performance will depend in part upon the ability of the Fund to anticipate and respond to fluctuations in market interest rates and to utilize appropriate strategies to maximize
returns to the Fund, while attempting to minimize the associated risks to its investment capital. Prepayments may have a disproportionate effect on certain Mortgage-Backed Securities and other multiple class pass-through securities, which are
discussed below.
The rate of interest paid on Mortgage-Backed Securities is normally lower than the rate of interest paid on
the mortgages included in the underlying pool due to (among other things) the fees paid to any servicer, special servicer and trustee for the trust fund which holds the mortgage pool, other costs and expenses of such trust fund, fees paid to any
guarantor such as Ginnie Mae (as defined below) or to any credit enhancers, mortgage pool insurers, bond insurers and/or hedge providers, and due to any yield retained by the issuer. Actual yield to the holder may vary from the coupon rate, even if
adjustable, if the Mortgage-Backed Securities are purchased
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or traded in the secondary market at a premium or discount. In addition, there is normally some delay between the time the issuer receives mortgage payments from the servicer and the time the
issuer (or the trustee of the trust fund which holds the mortgage pool) makes the payments on the Mortgage-Backed Securities, and this delay reduces the effective yield to the holder of such securities.
The issuers of certain mortgage-backed obligations may elect to have the pool of mortgage loans (or indirect interests in mortgage loans)
underlying the securities treated as a REMIC, which is subject to special federal income tax rules. A description of the types of mortgage loans and mortgage-backed securities in which a Fund may invest is provided below. The descriptions are
general and summary in nature, and do not detail every possible variation of the types of securities that are permissible investments for a Fund.
Certain General Characteristics of Mortgage Loans
Adjustable Rate
Mortgage Loans (ARMs)
. The Taxable Funds (other than the Enhanced Income Fund, High Yield Floating Rate Fund, Emerging Markets Debt Fund, Local Emerging Markets Debt Fund and World Bond Fund) may invest in ARMs. ARMs generally
provide for a fixed initial mortgage interest rate for a specified period of time. Thereafter, the interest rates (the Mortgage Interest Rates) may be subject to periodic adjustment based on changes in the applicable index rate (the
Index Rate). The adjusted rate would be equal to the Index Rate plus a fixed percentage spread over the Index Rate established for each ARM at the time of its origination. ARMs allow a Fund to participate in increases in interest rates
through periodic increases in the securities coupon rates. During periods of declining interest rates, coupon rates may readjust downward resulting in lower yields to a Fund.
Adjustable interest rates can cause payment increases that some mortgagors may find difficult to make. However, certain ARMs may provide that the Mortgage Interest Rate may not be adjusted to a rate above
an applicable lifetime maximum rate or below an applicable lifetime minimum rate for such ARM. Certain ARMs may also be subject to limitations on the maximum amount by which the Mortgage Interest Rate may adjust for any single adjustment period (the
Maximum Adjustment). Other ARMs (Negatively Amortizing ARMs) may provide instead or as well for limitations on changes in the monthly payment on such ARMs. Limitations on monthly payments can result in monthly payments which
are greater or less than the amount necessary to amortize a Negatively Amortizing ARM by its maturity at the Mortgage Interest Rate in effect in any particular month. In the event that a monthly payment is not sufficient to pay the interest accruing
on a Negatively Amortizing ARM, any such excess interest is added to the principal balance of the loan, causing negative amortization, and will be repaid through future monthly payments. It may take borrowers under Negatively Amortizing ARMs longer
periods of time to build up equity and may increase the likelihood of default by such borrowers. In the event that a monthly payment exceeds the sum of the interest accrued at the applicable Mortgage Interest Rate and the principal payment which
would have been necessary to amortize the outstanding principal balance over the remaining term of the loan, the excess (or accelerated amortization) further reduces the principal balance of the ARM. Negatively Amortizing ARMs do not
provide for the extension of their original maturity to accommodate changes in their Mortgage Interest Rate. As a result, unless there is a periodic recalculation of the payment amount (which there generally is), the final payment may be
substantially larger than the other payments. After the expiration of the initial fixed rate period and upon the periodic recalculation of the payment to cause timely amortization of the related mortgage loan, the monthly payment on such mortgage
loan may increase substantially which may, in turn, increase the risk of the borrower defaulting in respect of such mortgage loan. These limitations on periodic increases in interest rates and on changes in monthly payments protect borrowers from
unlimited interest rate and payment increases, but may result in increased credit exposure and prepayment risks for lenders. When interest due on a mortgage loan is added to the principal balance of such mortgage loan, the related mortgaged property
provides proportionately less security for the repayment of such mortgage loan. Therefore, if the related borrower defaults on such mortgage loan, there is a greater likelihood that a loss will be incurred upon any liquidation of the mortgaged
property which secures such mortgage loan.
ARMs also have the risk of prepayment. The rate of principal prepayments with
respect to ARMs has fluctuated in recent years. The value of Mortgage-Backed Securities collateralized by ARMs is less likely to rise during periods of declining interest rates than the value of fixed-rate securities during such periods.
Accordingly, ARMs may be subject to a greater rate of principal repayments in a declining interest rate environment resulting in lower yields to a Fund. For example, if prevailing interest rates fall significantly, ARMs could be subject to higher
prepayment rates (than if prevailing interest rates remain constant or increase) because the availability of low fixed-rate mortgages may encourage mortgagors to refinance their ARMs to
lock-in
a
fixed-rate mortgage. On the other hand, during periods of rising interest rates, the value of ARMs will lag behind changes in the market rate. ARMs are also typically subject to maximum increases and decreases in the interest rate adjustment which
can be made on any one adjustment date, in any one year, or during the life of the security. In the event of dramatic increases or decreases in prevailing market interest rates, the value of a Funds investment in ARMs may fluctuate more
substantially because these limits may prevent the security from fully adjusting its interest rate to the prevailing market rates. As with fixed-rate mortgages, ARM prepayment rates vary in both stable and changing interest rate environments.
There are two main categories of indices which provide the basis for rate adjustments on ARMs: those based on U.S. Treasury
securities and those derived from a calculated measure, such as a cost of funds index or a moving average of mortgage rates. Indices commonly used for this purpose include the
one-year,
three-year and
five-year constant maturity Treasury rates, the three-month
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Treasury bill rate, the
180-day
Treasury bill rate, rates on longer-term Treasury securities, the 11th District Federal Home Loan Bank Cost of Funds, the
National Median Cost of Funds, the
one-month,
three-month,
six-month
or
one-year
London Interbank Offered Rate
(LIBOR), the prime rate of a specific bank, or commercial paper rates. Some indices, such as the
one-year
constant maturity Treasury rate, closely mirror changes in market interest rate levels.
Others, such as the 11th District Federal Home Loan Bank Cost of Funds index, tend to lag behind changes in market rate levels and tend to be somewhat less volatile. The degree of volatility in the market value of ARMs in a Funds portfolio
and, therefore, in the net asset value of the Funds shares, will be a function of the length of the interest rate reset periods and the degree of volatility in the applicable indices.
Fixed-Rate Mortgage Loans
. Generally, fixed-rate mortgage loans included in mortgage pools (the Fixed-Rate Mortgage
Loans) will bear simple interest at fixed annual rates and have original terms to maturity ranging from 5 to 40 years. Fixed-Rate Mortgage Loans generally provide for monthly payments of principal and interest in substantially equal
installments for the term of the mortgage note in sufficient amounts to fully amortize principal by maturity, although certain Fixed-Rate Mortgage Loans provide for a large final balloon payment upon maturity.
Certain Legal Considerations of Mortgage Loans
. The following is a discussion of certain legal and regulatory aspects of the
mortgage loans in which the Taxable Funds (other than the Enhanced Income Fund, High Yield Floating Rate Fund, Emerging Markets Debt Fund, Local Emerging Markets Debt Fund and World Bond Fund) may invest. This discussion is not exhaustive, and does
not address all of the legal or regulatory aspects affecting mortgage loans. These regulations may impair the ability of a mortgage lender to enforce its rights under the mortgage documents. These regulations may also adversely affect a Funds
investments in Mortgage-Backed Securities (including those issued or guaranteed by the U.S. Government, its agencies or instrumentalities) by delaying the Funds receipt of payments derived from principal or interest on mortgage loans affected
by such regulations.
1.
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Foreclosure
. A foreclosure of a defaulted mortgage loan may be delayed due to compliance with statutory notice or service of process provisions, difficulties in
locating necessary parties or legal challenges to the mortgagees right to foreclose. Depending upon market conditions, the ultimate proceeds of the sale of foreclosed property may not equal the amounts owed on the Mortgage-Backed Securities.
Furthermore, courts in some cases have imposed general equitable principles upon foreclosure generally designed to relieve the borrower from the legal effect of default and have required lenders to undertake affirmative and expensive actions to
determine the causes for the default and the likelihood of loan reinstatement.
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2.
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Rights of Redemption
. In some states, after foreclosure of a mortgage loan, the borrower and foreclosed junior lienors are given a statutory period in which to
redeem the property, which right may diminish the mortgagees ability to sell the property.
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3.
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Legislative Limitations
. In addition to anti-deficiency and related legislation, numerous other federal and state statutory provisions, including the federal
bankruptcy laws and state laws affording relief to debtors, may interfere with or affect the ability of a secured mortgage lender to enforce its security interest. For example, a bankruptcy court may grant the debtor a reasonable time to cure a
default on a mortgage loan, including a payment default. The court in certain instances may also reduce the monthly payments due under such mortgage loan, change the rate of interest, reduce the principal balance of the loan to the then-current
appraised value of the related mortgaged property, alter the mortgage loan repayment schedule and grant priority of certain liens over the lien of the mortgage loan. If a court relieves a borrowers obligation to repay amounts otherwise due on
a mortgage loan, the mortgage loan servicer will not be required to advance such amounts, and any loss may be borne by the holders of securities backed by such loans. In addition, numerous federal and state consumer protection laws impose penalties
for failure to comply with specific requirements in connection with origination and servicing of mortgage loans.
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4.
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Due-on-Sale
Provisions
. Fixed-rate mortgage loans may contain a
so-called
due-on-sale
clause permitting acceleration of the maturity of the mortgage loan if the borrower transfers the
property. The
Garn-St.
Germain Depository Institutions Act of 1982 sets forth nine specific instances in which no mortgage lender covered by that Act may exercise a
due-on-sale
clause upon a transfer of property. The inability to enforce a
due-on-sale
clause or the
lack of such a clause in mortgage loan documents may result in a mortgage loan being assumed by a purchaser of the property that bears an interest rate below the current market rate.
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5.
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Usury Laws
. Some states prohibit charging interest on mortgage loans in excess of statutory limits. If such limits are exceeded, substantial penalties may be
incurred and, in some cases, enforceability of the obligation to pay principal and interest may be affected.
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6.
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Recent Governmental Action, Legislation and Regulation
. The rise in the rate of foreclosures of properties in certain states or localities has
resulted in legislative, regulatory and enforcement action in such states or localities seeking to prevent or restrict foreclosures, particularly in respect of residential mortgage loans. Actions have also been brought against issuers and
underwriters of residential mortgage-backed securities collateralized by such residential mortgage loans and investors in such residential mortgage-backed securities. Legislative or regulatory initiatives by federal, state or local legislative
bodies or administrative agencies, if enacted or adopted, could delay foreclosure or the exercise of other remedies, provide new defenses to foreclosure, or
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otherwise impair the ability of the loan servicer to foreclose or realize on a defaulted residential mortgage loan included in a pool of residential mortgage loans backing such residential
mortgage-backed securities. While the nature or extent of limitations on foreclosure or exercise of other remedies that may be enacted cannot be predicted, any such governmental actions that interfere with the foreclosure process could increase the
costs of such foreclosures or exercise of other remedies in respect of residential mortgage loans which collateralize Mortgage-Backed Securities held by a Fund, delay the timing or reduce the amount of recoveries on defaulted residential mortgage
loans which collateralize Mortgage-Backed Securities held by a Fund, and consequently, could adversely impact the yields and distributions a Fund may receive in respect of its ownership of Mortgage-Backed Securities collateralized by residential
mortgage loans. For example, the Helping Families Save Their Homes Act of 2009 authorizes bankruptcy courts to assist bankrupt borrowers by restructuring residential mortgage loans secured by a lien on the borrowers primary residence.
Bankruptcy judges are permitted to reduce the interest rate of the bankrupt borrowers residential mortgage loan, extend its term to maturity to up to 40 years or take other actions to reduce the borrowers monthly payment. As a result,
the value of, and the cash flows in respect of, the Mortgage-Backed Securities collateralized by these residential mortgage loans may be adversely impacted, and, as a consequence, a Funds investment in such Mortgage-Backed Securities could be
adversely impacted. Other federal legislation, including the Home Affordability Modification Program (
HAMP
), encourages servicers to modify residential mortgage loans that are either already in default or are at risk of imminent
default. Furthermore, HAMP provides incentives for servicers to modify residential mortgage loans that are contractually current. This program, as well other legislation and/or governmental intervention designed to protect consumers, may have an
adverse impact on servicers of residential mortgage loans by increasing costs and expenses of these servicers while at the same time decreasing servicing cash flows. Such increased financial pressures may have a negative effect on the ability of
servicers to pursue collection on residential mortgage loans that are experiencing increased delinquencies and defaults and to maximize recoveries on the sale of underlying residential mortgaged properties following foreclosure. Other legislative or
regulatory actions include insulation of servicers from liability for modification of residential mortgage loans without regard to the terms of the applicable servicing agreements. The foregoing legislation and current and future governmental
regulation activities may have the effect of reducing returns to a Fund to the extent it has invested in Mortgage-Backed Securities collateralized by these residential mortgage loans.
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Government Guaranteed Mortgage-Backed Securities
. There are several types of government guaranteed Mortgage-Backed Securities
currently available, including guaranteed mortgage pass-through certificates and multiple class securities, which include guaranteed Real Estate Mortgage Investment Conduit Certificates (REMIC Certificates), other collateralized mortgage
obligations and stripped Mortgage-Backed Securities. Each of the Taxable Funds (other than the Enhanced Income Fund, High Yield Floating Rate Fund, Emerging Markets Debt Fund, Local Emerging Markets Debt Fund and World Bond Fund) is permitted to
invest in other types of Mortgage-Backed Securities that may be available in the future to the extent consistent with its investment policies and objective.
A Funds investments in Mortgage-Backed Securities may include securities issued or guaranteed by the U.S. Government or one of its agencies, authorities, instrumentalities or sponsored enterprises,
such as the Government National Mortgage Association (Ginnie Mae), the Federal National Mortgage Association (Fannie Mae) and the Federal Home Loan Mortgage Corporation (Freddie Mac). Ginnie Mae securities are
backed by the full faith and credit of the U.S. Government, which means that the U.S. Government guarantees that the interest and principal will be paid when due. Fannie Mae and Freddie Mac securities are not backed by the full faith and credit of
the U.S. Government. Fannie Mae and Freddie Mac have the ability to borrow from the U.S. Treasury, and as a result, have historically been viewed by the market as high quality securities with low credit risks. From time to time, proposals have been
introduced before Congress for the purpose of restricting or eliminating federal sponsorship of Fannie Mae and Freddie Mac. The Trust cannot predict what legislation, if any, may be proposed in the future in Congress as regards such sponsorship or
which proposals, if any, might be enacted. Such proposals, if enacted, might materially and adversely affect the availability of government guaranteed Mortgage-Backed Securities and the liquidity and value of a Funds portfolio.
There is risk that the U.S. Government will not provide financial support to its agencies, authorities, instrumentalities or sponsored
enterprises. A Fund may purchase U.S. Government securities that are not backed by the full faith and credit of the U.S. Government, such as those issued by Fannie Mae and Freddie Mac. The maximum potential liability of the issuers of some U.S.
Government securities held by a Fund may greatly exceed such issuers current resources, including such issuers legal right to support from the U.S. Treasury. It is possible that these issuers will not have the funds to meet their payment
obligations in the future.
Below is a general discussion of certain types of guaranteed Mortgage-Backed Securities in which
the Fund may invest.
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Ginnie Mae Certificates
. Ginnie Mae is a wholly-owned corporate instrumentality of the United States. Ginnie Mae is authorized to guarantee the
timely payment of the principal of and interest on certificates that are based on and backed by a pool of mortgage loans insured by the Federal Housing Administration (FHA), or guaranteed by the Veterans Administration (VA),
or by pools of other eligible mortgage loans. In order to meet its obligations under any guaranty, Ginnie Mae is authorized to borrow from the United States Treasury in an unlimited amount. The National Housing Act
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B-19
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provides that the full faith and credit of the U.S. Government is pledged to the timely payment of principal and interest by Ginnie Mae of amounts due on Ginnie Mae certificates.
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Fannie Mae Certificates
. Fannie Mae is a stockholder-owned corporation chartered under an act of the United States Congress. Generally, Fannie
Mae Certificates are issued and guaranteed by Fannie Mae and represent an undivided interest in a pool of mortgage loans (a Pool) formed by Fannie Mae. A Pool consists of residential mortgage loans either previously owned by Fannie Mae
or purchased by it in connection with the formation of the Pool. The mortgage loans may be either conventional mortgage loans (i.e., not insured or guaranteed by any U.S. Government agency) or mortgage loans that are either insured by the FHA or
guaranteed by the VA. However, the mortgage loans in Fannie Mae Pools are primarily conventional mortgage loans. The lenders originating and servicing the mortgage loans are subject to certain eligibility requirements established by Fannie Mae.
Fannie Mae has certain contractual responsibilities. With respect to each Pool, Fannie Mae is obligated to distribute scheduled installments of principal and interest after Fannie Maes servicing and guaranty fee, whether or not received, to
Certificate holders. Fannie Mae also is obligated to distribute to holders of Certificates an amount equal to the full principal balance of any foreclosed mortgage loan, whether or not such principal balance is actually recovered. The obligations of
Fannie Mae under its guaranty of the Fannie Mae Certificates are obligations solely of Fannie Mae. See Certain Additional Information with Respect to Freddie Mac and Fannie Mae below.
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Freddie Mac Certificates
. Freddie Mac is a publicly held U.S. Government sponsored enterprise. A principal activity of Freddie Mac currently is
the purchase of first lien, conventional, residential and multifamily mortgage loans and participation interests in such mortgage loans and their resale in the form of mortgage securities, primarily Freddie Mac Certificates. A Freddie Mac
Certificate represents a pro rata interest in a group of mortgage loans or participations in mortgage loans (a Freddie Mac Certificate group) purchased by Freddie Mac. Freddie Mac guarantees to each registered holder of a Freddie Mac
Certificate the timely payment of interest at the rate provided for by such Freddie Mac Certificate (whether or not received on the underlying loans). Freddie Mac also guarantees to each registered Certificate holder ultimate collection of all
principal of the related mortgage loans, without any offset or deduction, but does not, generally, guarantee the timely payment of scheduled principal. The obligations of Freddie Mac under its guaranty of Freddie Mac Certificates are obligations
solely of Freddie Mac. See Certain Additional Information with Respect to Freddie Mac and Fannie Mae below.
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The mortgage loans underlying the Freddie Mac and Fannie Mae Certificates consist of adjustable or fixed-rate mortgage loans with original terms to maturity of up to forty years. These mortgage loans are
usually secured by the first liens on one-to-four-family residential properties or multi-family projects. Each mortgage loan must meet the applicable standards set forth in the law creating Freddie Mac or Fannie Mae. A Freddie Mac Certificate group
may include whole loans, participation interests in whole loans, undivided interests in whole loans and participations comprising another Freddie Mac Certificate group.
Conventional Mortgage Loans
. The conventional mortgage loans underlying the Freddie Mac and Fannie Mae Certificates consist of adjustable rate or fixed-rate mortgage loans normally with original
terms to maturity of between five and thirty years. Substantially all of these mortgage loans are secured by first liens on
one-
to four-family residential properties or multi-family projects. Each mortgage
loan must meet the applicable standards set forth in the law creating Freddie Mac or Fannie Mae. A Freddie Mac Certificate group may include whole loans, participation interests in whole loans, undivided interests in whole loans and participations
comprising another Freddie Mac Certificate group.
Certain Additional Information with Respect to Freddie Mac and Fannie
Mae
. The volatility and disruption that impacted the capital and credit markets during late 2008 and into 2009 have led to increased market concerns about Freddie Macs and Fannie Maes ability to withstand future credit losses
associated with securities held in their investment portfolios, and on which they provide guarantees, without the direct support of the federal government. On September 6, 2008, both Freddie Mac and Fannie Mae were placed under the
conservatorship of the Federal Housing Finance Agency (FHFA). Under the plan of conservatorship, the FHFA has assumed control of, and generally has the power to direct, the operations of Freddie Mac and Fannie Mae, and is empowered to
exercise all powers collectively held by their respective shareholders, directors and officers, including the power to (1) take over the assets of and operate Freddie Mac and Fannie Mae with all the powers of the shareholders, the directors,
and the officers of Freddie Mac and Fannie Mae and conduct all business of Freddie Mac and Fannie Mae; (2) collect all obligations and money due to Freddie Mac and Fannie Mae; (3) perform all functions of Freddie Mac and Fannie Mae which
are consistent with the conservators appointment; (4) preserve and conserve the assets and property of Freddie Mac and Fannie Mae; and (5) contract for assistance in fulfilling any function, activity, action or duty of the
conservator. In addition, in connection with the actions taken by the FHFA, the U.S. Treasury Department (the Treasury) entered into certain preferred stock purchase agreements with each of Freddie Mac and Fannie Mae which established
the Treasury as the holder of a new class of senior preferred stock in each of Freddie Mac and Fannie Mae, which stock was issued in connection with financial contributions from the Treasury to Freddie Mac and Fannie Mae. The conditions attached to
the financial contribution made by the Treasury to Freddie Mac and Fannie Mae and the issuance of this senior preferred stock placed significant restrictions on the activities of Freddie Mac and Fannie Mae. Freddie Mac and Fannie Mae must obtain the
consent of the Treasury to, among other things, (i) make any payment to purchase or redeem its capital stock or pay any dividend other than in respect of the senior preferred stock issued to the Treasury, (ii) issue capital stock of any
kind, (iii) terminate the conservatorship of the FHFA except in connection with a receivership, or (iv) increase its debt beyond certain specified levels. In
B-20
addition, significant restrictions were placed on the maximum size of each of Freddie Macs and Fannie Maes respective portfolios of mortgages and Mortgage-Backed Securities, and the
purchase agreements entered into by Freddie Mac and Fannie Mae provide that the maximum size of their portfolios of these assets must decrease by a specified percentage each year. On June 16, 2010, FHFA ordered Fannie Mae and Freddie Macs
stock
de-listed
from the New York Stock Exchange (NYSE) after the price of common stock in Fannie Mae fell below the NYSE minimum average closing price of $1 for more than 30 days.
The future status and role of Freddie Mac and Fannie Mae could be impacted by (among other things) the actions taken and restrictions
placed on Freddie Mac and Fannie Mae by the FHFA in its role as conservator, the restrictions placed on Freddie Macs and Fannie Maes operations and activities as a result of the senior preferred stock investment made by the Treasury,
market responses to developments at Freddie Mac and Fannie Mae, and future legislative and regulatory action that alters the operations, ownership, structure and/or mission of these institutions, each of which may, in turn, impact the value of, and
cash flows on, any Mortgage-Backed Securities guaranteed by Freddie Mac and Fannie Mae, including any such Mortgage-Backed Securities held by a Fund.
Privately Issued Mortgage-Backed Securities
. The Taxable Funds (other than the Enhanced Income Fund, High Yield Floating Rate Fund, Short Duration Government Fund, Emerging Markets Debt Fund, Local
Emerging Markets Debt Fund and World Bond Fund) may each invest in privately issued Mortgage-Backed Securities. Privately issued Mortgage-Backed Securities are generally backed by pools of conventional (i.e.,
non-government
guaranteed or insured) mortgage loans. The seller or servicer of the underlying mortgage obligations will generally make representations and warranties to certificate-holders as to certain
characteristics of the mortgage loans and as to the accuracy of certain information furnished to the trustee in respect of each such mortgage loan. Upon a breach of any representation or warranty that materially and adversely affects the interests
of the related certificate-holders in a mortgage loan, the seller or servicer generally will be obligated either to cure the breach in all material respects, to repurchase the mortgage loan or, if the related agreement so provides, to substitute in
its place a mortgage loan pursuant to the conditions set forth therein. Such a repurchase or substitution obligation may constitute the sole remedy available to the related certificate-holders or the trustee for the material breach of any such
representation or warranty by the seller or servicer.
Mortgage Pass-Through Securities
To the extent consistent with their investment policies, the Taxable Funds (other than the Enhanced Income Fund, High Yield Floating Rate
Fund, Emerging Markets Debt Fund, Local Emerging Markets Debt Fund and World Bond Fund) may invest in both government guaranteed and privately issued mortgage pass-through securities (Mortgage Pass-Throughs) that are fixed or adjustable
rate Mortgage-Backed Securities which provide for monthly payments that are a pass-through of the monthly interest and principal payments (including any prepayments) made by the individual borrowers on the pooled mortgage loans, net of
any fees or other amounts paid to any guarantor, administrator and/or servicer of the underlying mortgage loans. The seller or servicer of the underlying mortgage obligations will generally make representations and warranties to certificate-holders
as to certain characteristics of the mortgage loans and as to the accuracy of certain information furnished to the trustee in respect of each such mortgage loan. Upon a breach of any representation or warranty that materially and adversely affects
the interests of the related certificate-holders in a mortgage loan, the seller or servicer generally may be obligated either to cure the breach in all material respects, to repurchase the mortgage loan or, if the related agreement so provides, to
substitute in its place a mortgage loan pursuant to the conditions set forth therein. Such a repurchase or substitution obligation may constitute the sole remedy available to the related certificate-holders or the trustee for the material breach of
any such representation or warranty by the seller or servicer.
The following discussion describes certain aspects of only a
few of the wide variety of structures of Mortgage Pass-Throughs that are available or may be issued.
General Description
of Certificates
. Mortgage Pass-Throughs may be issued in one or more classes of senior certificates and one or more classes of subordinate certificates. Each such class may bear a different pass-through rate. Generally, each certificate will
evidence the specified interest of the holder thereof in the payments of principal or interest or both in respect of the mortgage pool comprising part of the trust fund for such certificates.
Any class of certificates may also be divided into subclasses entitled to varying amounts of principal and interest. If a REMIC election
has been made, certificates of such subclasses may be entitled to payments on the basis of a stated principal balance and stated interest rate, and payments among different subclasses may be made on a sequential, concurrent, pro rata or
disproportionate basis, or any combination thereof. The stated interest rate on any such subclass of certificates may be a fixed rate or one which varies in direct or inverse relationship to an objective interest index.
Generally, each registered holder of a certificate will be entitled to receive its pro rata share of monthly distributions of all or a
portion of principal of the underlying mortgage loans or of interest on the principal balances thereof, which accrues at the applicable mortgage pass-through rate, or both. The difference between the mortgage interest rate and the related mortgage
pass-through rate
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(less the amount, if any, of retained yield) with respect to each mortgage loan will generally be paid to the servicer as a servicing fee. Because certain adjustable rate mortgage loans included
in a mortgage pool may provide for deferred interest (i.e., negative amortization), the amount of interest actually paid by a mortgagor in any month may be less than the amount of interest accrued on the outstanding principal balance of the related
mortgage loan during the relevant period at the applicable mortgage interest rate. In such event, the amount of interest that is treated as deferred interest will generally be added to the principal balance of the related mortgage loan and will be
distributed pro rata to certificate-holders as principal of such mortgage loan when paid by the mortgagor in subsequent monthly payments or at maturity.
Ratings
. The ratings assigned by a rating organization to Mortgage Pass-Throughs generally address the likelihood of the receipt of distributions on the underlying mortgage loans by the related
certificate-holders under the agreements pursuant to which such certificates are issued. A rating organizations ratings normally take into consideration the credit quality of the related mortgage pool, including any credit support providers,
structural and legal aspects associated with such certificates, and the extent to which the payment stream on such mortgage pool is adequate to make payments required by such certificates. A rating organizations ratings on such certificates do
not, however, constitute a statement regarding frequency of prepayments on the related mortgage loans. In addition, the rating assigned by a rating organization to a certificate may not address the possibility that, in the event of the insolvency of
the issuer of certificates where a subordinated interest was retained, the issuance and sale of the senior certificates may be recharacterized as a financing and, as a result of such recharacterization, payments on such certificates may be affected.
A rating organization may downgrade or withdraw a rating assigned by it to any Mortgage Pass-Through at any time, and no assurance can be made that any ratings on any Mortgage Pass-Throughs included in a Fund will be maintained, or that if such
ratings are assigned, they will not be downgraded or withdrawn by the assigning rating organization.
Recently, rating
agencies have placed on credit watch or downgraded the ratings previously assigned to a large number of mortgage-backed securities (which may include certain of the Mortgage-Backed Securities in which a Fund may have invested or may in the future be
invested), and may continue to do so in the future. In the event that any Mortgage-Backed Security held by a Fund is placed on credit watch or downgraded, the value of such Mortgage-Backed Security may decline and the Fund may consequently
experience losses in respect of such Mortgage-Backed Security.
Credit Enhancement
. Mortgage pools created by
non-governmental
issuers generally offer a higher yield than government and government-related pools because of the absence of direct or indirect government or agency payment guarantees. To lessen the effect of
failures by obligors on underlying assets to make payments, Mortgage Pass-Throughs may contain elements of credit support. Credit support falls generally into two categories: (i) liquidity protection and (ii) protection against losses
resulting from default by an obligor on the underlying assets. Liquidity protection refers to the provision of advances, generally by the entity administering the pools of mortgages, the provision of a reserve fund, or a combination thereof, to
ensure, subject to certain limitations, that scheduled payments on the underlying pool are made in a timely fashion. Protection against losses resulting from default ensures ultimate payment of the obligations on at least a portion of the assets in
the pool. Such credit support can be provided by, among other things, payment guarantees, letters of credit, pool insurance, subordination, or any combination thereof.
Subordination; Shifting of Interest; Reserve Fund
. In order to achieve ratings on one or more classes of Mortgage Pass-Throughs, one or more classes of certificates may be subordinate certificates
which provide that the rights of the subordinate certificate-holders to receive any or a specified portion of distributions with respect to the underlying mortgage loans may be subordinated to the rights of the senior certificate holders. If so
structured, the subordination feature may be enhanced by distributing to the senior certificate-holders on certain distribution dates, as payment of principal, a specified percentage (which generally declines over time) of all principal payments
received during the preceding prepayment period (shifting interest credit enhancement). This will have the effect of accelerating the amortization of the senior certificates while increasing the interest in the trust fund evidenced by
the subordinate certificates. Increasing the interest of the subordinate certificates relative to that of the senior certificates is intended to preserve the availability of the subordination provided by the subordinate certificates. In addition,
because the senior certificate-holders in a shifting interest credit enhancement structure are entitled to receive a percentage of principal prepayments which is greater than their proportionate interest in the trust fund, the rate of principal
prepayments on the mortgage loans may have an even greater effect on the rate of principal payments and the amount of interest payments on, and the yield to maturity of, the senior certificates.
In addition to providing for a preferential right of the senior certificate-holders to receive current distributions from the mortgage
pool, a reserve fund may be established relating to such certificates (the Reserve Fund). The Reserve Fund may be created with an initial cash deposit by the originator or servicer and augmented by the retention of distributions
otherwise available to the subordinate certificate-holders or by excess servicing fees until the Reserve Fund reaches a specified amount.
The subordination feature, and any Reserve Fund, are intended to enhance the likelihood of timely receipt by senior certificate-holders of the full amount of scheduled monthly payments of principal and
interest due to them and will protect the senior certificate-holders against certain losses; however, in certain circumstances the Reserve Fund could be depleted and temporary shortfalls could result. In the event that the Reserve Fund is depleted
before the subordinated amount is reduced to zero, senior certificate-holders will
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nevertheless have a preferential right to receive current distributions from the mortgage pool to the extent of the then outstanding subordinated amount. Unless otherwise specified, until the
subordinated amount is reduced to zero, on any distribution date any amount otherwise distributable to the subordinate certificates or, to the extent specified, in the Reserve Fund will generally be used to offset the amount of any losses realized
with respect to the mortgage loans (Realized Losses). Realized Losses remaining after application of such amounts will generally be applied to reduce the ownership interest of the subordinate certificates in the mortgage pool. If the
subordinated amount has been reduced to zero, Realized Losses generally will be allocated pro rata among all certificate-holders in proportion to their respective outstanding interests in the mortgage pool.
Alternative Credit Enhancement
. As an alternative, or in addition to the credit enhancement afforded by subordination, credit
enhancement for Mortgage Pass-Throughs may be provided through bond insurers, or at the mortgage loan-level through mortgage insurance, hazard insurance, or through the deposit of cash, certificates of deposit, letters of credit, a limited guaranty
or by such other methods as are acceptable to a rating agency. In certain circumstances, such as where credit enhancement is provided by bond insurers, guarantees or letters of credit, the security is subject to credit risk because of its exposure
to the credit risk of an external credit enhancement provider.
Voluntary Advances
. Generally, in the event of
delinquencies in payments on the mortgage loans underlying the Mortgage Pass-Throughs, the servicer may agree to make advances of cash for the benefit of certificate-holders, but generally will do so only to the extent that it determines such
voluntary advances will be recoverable from future payments and collections on the mortgage loans or otherwise.
Optional
Termination
. Generally, the servicer may, at its option with respect to any certificates, repurchase all of the underlying mortgage loans remaining outstanding if at such time the aggregate outstanding principal balance of such mortgage loans is
less than a specified percentage (generally
5-10%)
of the aggregate outstanding principal balance of the mortgage loans as of the
cut-off
date specified with respect to
such series.
Multiple Class Mortgage-Backed Securities and Collateralized Mortgage Obligations
. Each Taxable Fund
(other than the Enhanced Income Fund, High Yield Floating Rate Fund, Emerging Markets Debt Fund, Local Emerging Markets Debt Fund and World Bond Fund) may invest in multiple class securities including collateralized mortgage obligations
(CMOs) and REMIC Certificates. These securities may be issued by U.S. Government agencies, instrumentalities or sponsored enterprises such as Fannie Mae or Freddie Mac or by trusts formed by private originators of, or investors in,
mortgage loans, including savings and loan associations, mortgage bankers, commercial banks, insurance companies, investment banks and special purpose subsidiaries of the foregoing. In general, CMOs are debt obligations of a legal entity that are
collateralized by, and multiple class Mortgage-Backed Securities represent direct ownership interests in, a pool of mortgage loans or Mortgage-Backed Securities the payments on which are used to make payments on the CMOs or multiple class
Mortgage-Backed Securities.
Fannie Mae REMIC Certificates are issued and guaranteed as to timely distribution of principal
and interest by Fannie Mae. In addition, Fannie Mae will be obligated to distribute the principal balance of each class of REMIC Certificates in full, whether or not sufficient funds are otherwise available.
Freddie Mac guarantees the timely payment of interest on Freddie Mac REMIC Certificates and also guarantees the payment of principal as
payments are required to be made on the underlying mortgage participation certificates (PCs). PCs represent undivided interests in specified level payment, residential mortgages or participations therein purchased by Freddie Mac and
placed in a PC pool. With respect to principal payments on PCs, Freddie Mac generally guarantees ultimate collection of all principal of the related mortgage loans without offset or deduction but the receipt of the required payments may be delayed.
Freddie Mac also guarantees timely payment of principal of certain PCs.
CMOs and guaranteed REMIC Certificates issued by
Fannie Mae and Freddie Mac are types of multiple class Mortgage-Backed Securities. The REMIC Certificates represent beneficial ownership interests in a REMIC trust, generally consisting of mortgage loans or Fannie Mae, Freddie Mac or Ginnie Mae
guaranteed Mortgage-Backed Securities (the Mortgage Assets). The obligations of Fannie Mae or Freddie Mac under their respective guaranty of the REMIC Certificates are obligations solely of Fannie Mae or Freddie Mac, respectively. See
Certain Additional Information with Respect to Freddie Mac and Fannie Mae.
CMOs and REMIC Certificates are issued
in multiple classes. Each class of CMOs or REMIC Certificates, often referred to as a tranche, is issued at a specific adjustable or fixed interest rate and must be fully retired no later than its final distribution date. Principal
prepayments on the mortgage loans or the Mortgage Assets underlying the CMOs or REMIC Certificates may cause some or all of the classes of CMOs or REMIC Certificates to be retired substantially earlier than their final distribution dates. Generally,
interest is paid or accrues on all classes of CMOs or REMIC Certificates on a monthly basis.
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The principal of and interest on the Mortgage Assets may be allocated among the several
classes of CMOs or REMIC Certificates in various ways. In certain structures (known as sequential pay CMOs or REMIC Certificates), payments of principal, including any principal prepayments, on the Mortgage Assets generally are applied
to the classes of CMOs or REMIC Certificates in the order of their respective final distribution dates. Thus, no payment of principal will be made on any class of sequential pay CMOs or REMIC Certificates until all other classes having an earlier
final distribution date have been paid in full.
Additional structures of CMOs and REMIC Certificates include, among others,
parallel pay CMOs and REMIC Certificates. Parallel pay CMOs or REMIC Certificates are those which are structured to apply principal payments and prepayments of the Mortgage Assets to two or more classes concurrently on a proportionate or
disproportionate basis. These simultaneous payments are taken into account in calculating the final distribution date of each class.
A wide variety of REMIC Certificates may be issued in parallel pay or sequential pay structures. These securities include accrual certificates (also known as
Z-Bonds),
which only accrue interest at a specified rate until all other certificates having an earlier final distribution date have been retired and are converted thereafter to an interest-paying
security, and planned amortization class (PAC) certificates, which are parallel pay REMIC Certificates that generally require that specified amounts of principal be applied on each payment date to one or more classes or REMIC
Certificates (the PAC Certificates), even though all other principal payments and prepayments of the Mortgage Assets are then required to be applied to one or more other classes of the PAC Certificates. The scheduled principal payments
for the PAC Certificates generally have the highest priority on each payment date after interest due has been paid to all classes entitled to receive interest currently. Shortfalls, if any, are added to the amount payable on the next payment date.
The PAC Certificate payment schedule is taken into account in calculating the final distribution date of each class of PAC. In order to create PAC tranches, one or more tranches generally must be created that absorb most of the volatility in the
underlying mortgage assets. These tranches tend to have market prices and yields that are much more volatile than other PAC classes.
Commercial Mortgage-Backed Securities
. Commercial mortgage-backed securities (CMBS) are a type of Mortgage Pass-Through that are primarily backed by a pool of commercial mortgage loans.
The commercial mortgage loans are, in turn, generally secured by commercial mortgaged properties (such as office properties, retail properties, hospitality properties, industrial properties, healthcare related properties or other types of income
producing real property). CMBS generally entitle the holders thereof to receive payments that depend primarily on the cash flow from a specified pool of commercial or multifamily mortgage loans. CMBS will be affected by payments, defaults,
delinquencies and losses on the underlying mortgage loans. The underlying mortgage loans generally are secured by income producing properties such as office properties, retail properties, multifamily properties, manufactured housing, hospitality
properties, industrial properties and self storage properties. Because issuers of CMBS have no significant assets other than the underlying commercial real estate loans and because of the significant credit risks inherent in the underlying
collateral, credit risk is a correspondingly important consideration with respect to the related CMBS. Certain of the mortgage loans underlying CMBS constituting part of the collateral interests may be delinquent, in default or in foreclosure.
Commercial real estate lending may expose a lender (and the related Mortgage-Backed Security) to a greater risk of loss than
certain other forms of lending because it typically involves making larger loans to single borrowers or groups of related borrowers. In addition, in the case of certain commercial mortgage loans, repayment of loans secured by commercial and
multifamily properties depends upon the ability of the related real estate project to generate income sufficient to pay debt service, operating expenses and leasing commissions and to make necessary repairs, tenant improvements and capital
improvements, and in the case of loans that do not fully amortize over their terms, to retain sufficient value to permit the borrower to pay off the loan at maturity through a sale or refinancing of the mortgaged property. The net operating income
from and value of any commercial property is subject to various risks, including changes in general or local economic conditions and/or specific industry segments; declines in real estate values; declines in rental or occupancy rates; increases in
interest rates, real estate tax rates and other operating expenses; changes in governmental rules, regulations and fiscal policies; acts of God; terrorist threats and attacks; and social unrest and civil disturbances. In addition, certain of the
mortgaged properties securing the pools of commercial mortgage loans underlying CMBS may have a higher degree of geographic concentration in a few states or regions. Any deterioration in the real estate market or economy, or adverse events in such
states or regions, may increase the rate of delinquency and default experience (and as a consequence, losses) with respect to mortgage loans related to properties in such state or region. Pools of mortgaged properties securing the commercial
mortgage loans underlying CMBS may also have a higher degree of concentration in certain types of commercial properties. Accordingly, such pools of mortgage loans represent higher exposure to risks particular to those types of commercial properties.
Certain pools of commercial mortgage loans underlying CMBS consist of a fewer number of mortgage loans with outstanding balances that are larger than average. If a mortgage pool includes mortgage loans with larger than average balances, any realized
losses on such mortgage loans could be more severe, relative to the size of the pool, than would be the case if the aggregate balance of the pool were distributed among a larger number of mortgage loans. Certain borrowers or affiliates thereof
relating to certain of the commercial mortgage loans underlying CMBS may have had a history of bankruptcy. Certain mortgaged properties securing the commercial mortgage loans underlying CMBS may have been exposed to environmental conditions or
circumstances. The ratings in respect of certain of the CMBS comprising the Mortgage-Backed Securities may have been withdrawn, reduced or placed on credit
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watch since issuance. In addition, losses and/or appraisal reductions may be allocated to certain of such CMBS and certain of the collateral or the assets underlying such collateral may be
delinquent and/or may default from time to time.
CMBS held by a Fund may be subordinated to one or more other classes of
securities of the same series for purposes of, among other things, establishing payment priorities and offsetting losses and other shortfalls with respect to the related underlying mortgage loans. Realized losses in respect of the mortgage loans
included in the CMBS pool and trust expenses generally will be allocated to the most subordinated class of securities of the related series. Accordingly, to the extent any CMBS is or becomes the most subordinated class of securities of the related
series, any delinquency or default on any underlying mortgage loan may result in shortfalls, realized loss allocations or extensions of its weighted average life and will have a more immediate and disproportionate effect on the related CMBS than on
a related more senior class of CMBS of the same series. Further, even if a class is not the most subordinate class of securities, there can be no assurance that the subordination offered to such class will be sufficient on any date to offset all
losses or expenses incurred by the underlying trust. CMBS are typically not guaranteed or insured, and distributions on such CMBS generally will depend solely upon the amount and timing of payments and other collections on the related underlying
commercial mortgage loans.
Stripped Mortgage-Backed Securities
. The Funds may invest in stripped mortgage-backed
securities (SMBS), which are derivative multiclass mortgage securities, issued or guaranteed by the U.S. Government, its agencies or instrumentalities or
non-governmental
originators. SMBS are
usually structured with two different classes: one that receives substantially all of the interest payments (the interest-only, or IO and/or the high coupon rate with relatively low principal amount, or IOette), and the other
that receives substantially all of the principal payments (the principal-only, or PO), from a pool of mortgage loans.
Certain SMBS may not be readily marketable and will be considered illiquid for purposes of a Funds limitation on investments in illiquid securities. The Investment Adviser may determine that SMBS
which are U.S. Government securities are liquid for purposes of a Funds limitation on investments in illiquid securities. The market value of POs generally is unusually volatile in response to changes in interest rates. The yields on IOs and
IOettes are generally higher than prevailing market yields on other Mortgage-Backed Securities because their cash flow patterns are more volatile and there is a greater risk that the initial investment will not be fully recouped. A Funds
investment in SMBS may require the Fund to sell certain of its portfolio securities to generate sufficient cash to satisfy certain income distribution requirements.
Asset-Backed Securities
Asset-backed securities represent participations
in, or are secured by and payable from, assets such as motor vehicle installment sales, installment loan contracts, leases of various types of real and personal property, receivables from revolving credit (credit card) agreements and other
categories of receivables. Such assets are securitized through the use of trusts and special purpose corporations. Payments or distributions of principal and interest may be guaranteed up to certain amounts and for a certain time period by a letter
of credit or a pool insurance policy issued by a financial institution unaffiliated with the trust or corporation, or other credit enhancements may be present.
Each Fund (other than the High Yield Floating Rate Fund) may invest in asset-backed securities. The Short Duration Government Fund may only invest in asset-backed securities that are issued or guaranteed
by U.S. government agencies, instrumentalities or sponsored enterprises. Such securities are often subject to more rapid repayment than their stated maturity date would indicate as a result of the pass-through of prepayments of principal on the
underlying loans. During periods of declining interest rates, prepayment of loans underlying asset-backed securities can be expected to accelerate. Accordingly, the Funds ability to maintain positions in such securities will be affected by
reductions in the principal amount of such securities resulting from prepayments, and its ability to reinvest the returns of principal at comparable yields is subject to generally prevailing interest rates at that time. To the extent that the Fund
invests in asset-backed securities, the values of the Funds portfolio securities will vary with changes in market interest rates generally and the differentials in yields among various kinds of asset-backed securities.
Asset-backed securities present certain additional risks because asset-backed securities generally do not have the benefit of a security
interest in collateral that is comparable to mortgage assets. Credit card receivables are generally unsecured and the debtors on such receivables are entitled to the protection of a number of state and federal consumer credit laws, many of which
give such debtors the right to
set-off
certain amounts owed on the credit cards, thereby reducing the balance due. Automobile receivables generally are secured, but by automobiles rather than residential real
property. Most issuers of automobile receivables permit the loan servicers to retain possession of the underlying obligations. If the servicer were to sell these obligations to another party, there is a risk that the purchaser would acquire an
interest superior to that of the holders of the asset-backed securities. In addition, because of the large number of vehicles involved in a typical issuance and technical requirements under state laws, the trustee for the holders of the automobile
receivables may not have a proper security interest in the underlying automobiles. Therefore, if the issuer of an asset-backed security defaults on its payment obligations, there is the possibility that, in some cases, the Fund will be unable to
possess and
B-25
sell the underlying collateral and that the Funds recoveries on repossessed collateral may not be available to support payments on these securities.
Recent Events Relating to the
Mortgage-
and Asset-Backed Securities Markets and the Overall Economy
The unprecedented disruption in the residential mortgage-backed securities market (and in particular, the
subprime residential mortgage market), the broader mortgage-backed securities market and the asset-backed securities market in 2008-2009 has resulted (and may continue to result) in downward price pressures and increasing foreclosures
and defaults in residential and commercial real estate. Concerns over inflation, energy costs, geopolitical issues, the availability and cost of credit, the mortgage market and a depressed real estate market have contributed to increased volatility
and diminished expectations for the economy and markets going forward, and have contributed to dramatic declines in the housing market, with falling home prices and increasing foreclosures and unemployment, and significant asset write-downs by
financial institutions. These conditions have prompted a number of financial institutions to seek additional capital, to merge with other institutions and, in some cases, to fail or seek bankruptcy protection. Between 2008 and 2009, the market for
Mortgage-Backed Securities (as well as other asset-backed securities) was particularly adversely impacted by, among other factors, the failure and subsequent sale of Bear, Stearns & Co. Inc. to J.P. Morgan Chase, the merger of Bank of
America Corporation and Merrill Lynch & Co., the insolvency of Washington Mutual Inc., the failure and subsequent bankruptcy of Lehman Brothers Holdings, Inc., the extension of approximately $152 billion in emergency credit by the U.S.
Treasury to American International Group Inc., and, as described above, the conservatorship and the control by the U.S. Government of Freddie Mac and Fannie Mae. Recently, the global markets have also seen an increase in volatility due to
uncertainty surrounding the level and sustainability of sovereign debt of certain countries that are part of the European Union, including Greece, Spain, Portugal, Ireland and Italy, as well as the sustainability of the European Union itself. Recent
concerns over the level and sustainability of the sovereign debt of the United States have aggravated this volatility. No assurance can be made that this uncertainty will not lead to further disruption of the credit markets in the United States or
around the globe. These events, coupled with the general global economic downturn, have resulted in a substantial level of uncertainty in the financial markets, particularly with respect to mortgage-related investments.
The continuation or worsening of this general economic downturn may lead to further declines in income from, or the value of, real
estate, including the real estate which secures the Mortgage-Backed Securities held by a Fund. Additionally, a lack of credit liquidity, adjustments of mortgages to higher rates and decreases in the value of real property have occurred and may
continue to occur or worsen, and potentially prevent borrowers from refinancing their mortgages, which may increase the likelihood of default on their mortgage loans. These economic conditions, coupled with high levels of real estate inventory and
elevated incidence of underwater mortgages, may also adversely affect the amount of proceeds the holder of a mortgage loan or mortgage-backed securities (including the Mortgaged-Backed Securities in which certain Funds may invest) would realize in
the event of a foreclosure or other exercise of remedies. Moreover, even if such Mortgage-Backed Securities are performing as anticipated, the value of such securities in the secondary market may nevertheless fall or continue to fall as a result of
deterioration in general market conditions for such Mortgage-Backed Securities or other asset-backed or structured products. Trading activity associated with market indices may also drive spreads on those indices wider than spreads on
Mortgage-Backed Securities, thereby resulting in a decrease in value of such Mortgage-Backed Securities, including the Mortgage-Backed Securities owned by a Fund.
The U.S. Government, the Federal Reserve, the Treasury, the SEC, the Federal Deposit Insurance Corporation (the FDIC) and other governmental and regulatory bodies have recently taken or are
considering taking actions to address the financial crisis. These actions include, but are not limited to, the enactment by the United States Congress of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd Frank Act),
which was signed into law on July 21, 2010 and imposes a new regulatory framework over the U.S. financial services industry and the consumer credit markets in general, and proposed regulations by the SEC, which, if enacted, would significantly
alter the manner in which asset-backed securities, including Mortgage-Backed Securities, are issued. Given the broad scope, sweeping nature, and relatively recent enactment of some of these regulatory measures, the potential impact they could have
on any of the asset-backed or Mortgage-Backed Securities held by the Funds is unknown. There can be no assurance that these measures will not have an adverse effect on the value or marketability of any asset-backed or Mortgage-Backed Securities held
by the Funds. Furthermore, no assurance can be made that the U.S. Government or any U.S. regulatory body (or other authority or regulatory body) will not continue to take further legislative or regulatory action in response to the economic crisis or
otherwise, and the effect of such actions, if taken, cannot be known.
Among its other provisions, the Dodd-Frank Act creates
a liquidation framework under which the FDIC, may be appointed as receiver following a systemic risk determination by the Secretary of Treasury (in consultation with the President) for the resolution of certain nonbank financial
companies and other entities, defined as covered financial companies, and commonly referred to as systemically important entities, in the event such a company is in default or in danger of default and the resolution of such a
company under other applicable law would have serious adverse effects on financial stability in the United States, and also for the resolution of certain of their subsidiaries. No assurances can be given that this new liquidation framework would not
apply to the originators of asset-backed securities, including Mortgage-Backed Securities, or their
B-26
respective subsidiaries, including the issuers and depositors of such securities, although the expectation embedded in the Dodd-Frank Act is that the framework will be invoked only very rarely.
Recent guidance from the FDIC indicates that such new framework will largely be exercised in a manner consistent with the existing bankruptcy laws, which is the insolvency regime that would otherwise apply to the sponsors, depositors and issuing
entities with respect to asset-backed securities, including Mortgage-Backed Securities. The application of such liquidation framework to such entities could result in decreases or delays in amounts paid on, and hence the market value of, the
Mortgage-Backed or asset-backed securities that are owned by a Fund.
Recently, delinquencies, defaults and losses on
residential mortgage loans have increased substantially and may continue to increase, which may affect the performance of the Mortgage-Backed Securities in which certain Funds may invest. Mortgage loans backing
non-agency
Mortgage-Backed Securities are more sensitive to economic factors that could affect the ability of borrowers to pay their obligations under the mortgage loans backing these securities. In addition,
housing prices and appraisal values in many states and localities have declined or stopped appreciating. A continued decline or an extended flattening of those values may result in additional increases in delinquencies and losses on Mortgage-Backed
Securities generally (including the Mortgaged-Backed Securities that the Funds may invest in as described above).
The
foregoing adverse changes in market conditions and regulatory climate may reduce the cash flow which a Fund, to the extent it invests in Mortgage-Backed Securities or other asset-backed securities, receives from such securities and increase the
incidence and severity of credit events and losses in respect of such securities. In addition, interest rate spreads for Mortgage-Backed Securities and other asset-backed securities have widened and are more volatile when compared to the recent past
due to these adverse changes in market conditions. In the event that interest rate spreads for Mortgage-Backed Securities and other asset-backed securities widen following the purchase of such assets by a Fund, the market value of such securities is
likely to decline and, in the case of a substantial spread widening, could decline by a substantial amount. Furthermore, these adverse changes in market conditions have resulted in reduced liquidity in the market for Mortgage-Backed Securities and
other asset-backed securities (including the Mortgaged-Backed Securities and other asset-backed securities in which certain Funds may invest) and increasing unwillingness by banks, financial institutions and investors to extend credit to servicers,
originators and other participants in the market for Mortgage-Backed and other asset-backed securities. As a result, the liquidity and/or the market value of any Mortgage-Backed or asset-backed securities that are owned by a Fund may experience
further declines after they are purchased by a Fund.
Collateralized Debt Obligations
The Core Fixed Income Fund, Core Plus Fixed Income Fund, High Quality Floating Rate Fund, Short Duration Income Fund, Global Income Fund,
Inflation Protected Securities Fund, High Yield Fund, High Yield Floating Rate Fund, Strategic Income Fund, Investment Grade Credit Fund, U.S. Mortgages Fund and World Bond Fund may invest in collateralized debt obligations (CDOs), which
include collateralized bond obligations (CBOs), collateralized loan obligations (CLOs), and other similarly structured securities. CBOs and CLOs are types of asset-backed securities. A CBO is a trust which is backed by a
diversified pool of high risk, below investment grade fixed income securities. A CLO is a trust typically collateralized by a pool of loans, which may include, among others, domestic and foreign senior secured loans, senior unsecured loans, and
subordinate corporate loans, including loans that may be rated below investment grade or equivalent unrated loans. CDOs may charge management fees and other administrative expenses.
For both CBOs and CLOs, the cash flows from the trust are split into two or more portions, called tranches, varying in risk and yield.
The riskiest portion is the equity tranche which bears the bulk of defaults from the bonds or loans in the trust and serves to protect the other, more senior tranches from default in all but the most severe circumstances. Since it is
partially protected from defaults, a senior tranche from a CBO trust or CLO trust typically has higher ratings and lower yields than its underlying securities, and can be rated investment grade. Despite the protection from the equity tranche, CBO or
CLO tranches can experience substantial losses due to actual defaults, increased sensitivity to defaults due to collateral default and disappearance of protecting tranches, market anticipation of defaults, as well as aversion to CBO or CLO
securities as a class.
The risks of an investment in a CDO depend largely on the type of the collateral securities and the
class of the CDO in which a Fund invests. Normally, CBOs, CLOs and CDOs are privately offered and sold, and thus, are not registered under the securities laws. As a result, investments in CDOs may be characterized by a Fund as illiquid securities.
However, an active dealer market may exist for CDOs that qualify under the Rule 144A safe harbor from the registration requirements of the Securities Act of 1933, as amended (1933 Act) for resales of certain securities to
qualified institutional buyers, and such CDOs may be characterized by a Fund as liquid securities. In addition to the normal risks associated with fixed income securities discussed elsewhere in this SAI and the Funds Prospectuses (e.g.,
interest rate risk and credit/default risk), CDOs carry additional risks including, but not limited to, the risk that: (i) distributions from collateral securities may not be adequate to make interest or other payments; (ii) the quality of
the collateral may decline in value or default; (iii) a Fund may invest in CDOs that are subordinate to other classes; and (iv) the complex structure of the security may not be fully understood at the time of investment and may produce
disputes with the issuer or unexpected investment results.
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Zero Coupon, Deferred Interest,
Pay-in-Kind
and Capital Appreciation Bonds
Each Fund may invest in zero coupon, deferred interest,
pay-in-kind
(PIK) and capital appreciation bonds. Zero coupon, deferred interest and capital appreciation bonds are debt securities issued or sold at a
discount from their face value and which do not entitle the holder to any periodic payment of interest prior to maturity or a specified date. The original issue discount varies depending on the time remaining until maturity or cash payment date,
prevailing interest rates, the liquidity of the security and the perceived credit quality of the issuer. These securities also may take the form of debt securities that have been stripped of their unmatured interest coupons, the coupons themselves
or receipts or certificates representing interests in such stripped debt obligations or coupons. The market prices of zero coupon, deferred interest, capital appreciation bonds and PIK securities generally are more volatile than the market prices of
interest bearing securities and are likely to respond to a greater degree to changes in interest rates than interest bearing securities having similar maturities and credit quality.
PIK securities may be debt obligations or preferred shares that provide the issuer with the option of paying interest or dividends on
such obligations in cash or in the form of additional securities rather than cash. Similar to zero coupon bonds and deferred interest bonds, PIK securities are designed to give an issuer flexibility in managing cash flow. PIK securities that are
debt securities can be either senior or subordinated debt and generally trade flat (
i.e
., without accrued interest). The trading price of PIK debt securities generally reflects the market value of the underlying debt plus an amount
representing accrued interest since the last interest payment.
Zero coupon, deferred interest, capital appreciation and PIK
securities involve the additional risk that, unlike securities that periodically pay interest to maturity, a Fund will realize no cash until a specified future payment date unless a portion of such securities is sold and, if the issuer of such
securities defaults, a Fund may obtain no return at all on its investment. In addition, even though such securities do not provide for the payment of current interest in cash, the Funds are nonetheless required to accrue income on such investments
for each taxable year and generally are required to distribute such accrued amounts (net of deductible expenses, if any) to avoid being subject to tax. Because no cash is generally received at the time of the accrual, a Fund may be required to
liquidate other portfolio securities to obtain sufficient cash to satisfy federal tax distribution requirements applicable to the Fund. A portion of the discount with respect to stripped tax exempt securities or their coupons may be taxable. See
TAXATION.
Floating Rate Loans and Other Variable and Floating Rate Securities
The interest rates payable on certain securities in which a Fund may invest are not fixed and may fluctuate based upon changes in market
rates. Variable and floating rate obligations are debt instruments issued by companies or other entities with interest rates that reset periodically (typically, daily, monthly, quarterly, or semi-annually) in response to changes in the market rate
of interest on which the interest rate is based. Moreover, such obligations may fluctuate in value in response to interest rate changes if there is a delay between changes in market interest rates and the interest reset date for the obligation. The
value of these obligations is generally more stable than that of a fixed rate obligation in response to changes in interest rate levels, but they may decline in value if their interest rates do not rise as much, or as quickly, as interest rates in
general. Conversely, floating rate securities will not generally increase in value if interest rates decline.
Floating rate
loans consist generally of obligations of companies or other entities (
e.g.,
a U.S. or foreign bank, insurance company or finance company) (collectively, borrowers) incurred for a variety of purposes. Floating rate loans may be
acquired by direct investment as a lender or as an assignment of the portion of a floating rate loan previously attributable to a different lender. The Investment Grade Credit Fund, High Yield Fund, High Yield Floating Rate Fund, Strategic Income
Fund, Short Duration Income Fund, Emerging Markets Debt Fund, Local Emerging Markets Debt Fund and World Bond Fund may also invest in floating rate loans through a participation interest (which represents a fractional interest in a floating rate
loan) issued by a lender or other financial institution.
Floating rate loans may be obligations of borrowers who are highly
leveraged. Floating rate loans may be structured to include both term loans, which are generally fully funded at the time of the making of the loan, and revolving credit facilities, which would require additional investments upon the borrowers
demand. A revolving credit facility may require a purchaser to increase its investment in a floating rate loan at a time when it would not otherwise have done so, even if the borrowers condition makes it unlikely that the amount will ever be
repaid.
A floating rate loan offered as part of the original lending syndicate typically is purchased at par value. As part
of the original lending syndicate, a purchaser generally earns a yield equal to the stated interest rate. In addition, members of the original syndicate typically are paid a commitment fee. In secondary market trading, floating rate loans may be
purchased or sold above, at, or below par, which can result in a yield that is below, equal to, or above the stated interest rate, respectively. At certain times when reduced
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opportunities exist for investing in new syndicated floating rate loans, floating rate loans may be available only through the secondary market. There can be no assurance that an adequate supply
of floating rate loans will be available for purchase.
Historically, floating rate loans have not been registered with the
SEC or any state securities commission or listed on any securities exchange. As a result, the amount of public information available about a specific floating rate loan historically has been less extensive than if the floating rate loan were
registered or exchange-traded. As a result, no active market may exist for some floating rate loans.
Purchasers of floating
rate loans and other forms of debt obligations depend primarily upon the creditworthiness of the borrower for payment of interest and repayment of principal. If scheduled interest or principal payments are not made, the value of the obligation may
be adversely affected. Floating rate loans and other debt obligations that are fully secured provide more protections than unsecured obligations in the event of failure to make scheduled interest or principal payments. Indebtedness of borrowers
whose creditworthiness is poor involves substantially greater risks and may be highly speculative. Borrowers that are in bankruptcy or restructuring may never pay off their indebtedness, or may pay only a small fraction of the amount owed. Some
floating rate loans and other debt obligations are not rated by any NRSRO. In connection with the restructuring of a floating rate loan or other debt obligation outside of bankruptcy court in a negotiated
work-out
or in the context of bankruptcy proceedings, equity securities or junior debt obligations may be received in exchange for all or a portion of an interest in the obligation.
From time to time, Goldman Sachs and its affiliates may borrow money from various banks in connection with their business activities.
These banks also may sell floating rate loans to the Funds or acquire floating rate loans from the Funds, or may be intermediate participants with respect to floating rate loans owned by the Funds. These banks also may act as agents for floating
rate loans that the Funds own.
Agents
. Floating rate loans typically are originated, negotiated, and structured by a
bank, insurance company, finance company, or other financial institution (the agent) for a lending syndicate of financial institutions. The borrower and the lender or lending syndicate enter into a loan agreement. In addition, an
institution (typically, but not always, the agent) holds any collateral on behalf of the lenders.
In a typical floating rate
loan, the agent administers the terms of the loan agreement and is responsible for the collection of principal and interest and fee payments from the borrower and the apportionment of these payments to all lenders that are parties to the loan
agreement. Purchasers will rely on the agent to use appropriate creditor remedies against the borrower. Typically, under loan agreements, the agent is given broad discretion in monitoring the borrowers performance and is obligated to use the
same care it would use in the management of its own property. Upon an event of default, the agent typically will enforce the loan agreement after instruction from the lenders. The borrower compensates the agent for these services. This compensation
may include special fees paid on structuring and funding the floating rate loan and other fees paid on a continuing basis. The typical practice of an agent or a lender in relying exclusively or primarily on reports from the borrower may involve a
risk of fraud by the borrower.
If an agent becomes insolvent, or has a receiver, conservator, or similar official appointed
for it by the appropriate bank or other regulatory authority, or becomes a debtor in a bankruptcy proceeding, the agents appointment may be terminated, and a successor agent would be appointed. If an appropriate regulator or court determines
that assets held by the agent for the benefit of the purchasers of floating rate loans are subject to the claims of the agents general or secured creditors, the purchasers might incur certain costs and delays in realizing payment on a floating
rate loan or suffer a loss of principal and/or interest. Furthermore, in the event of the borrowers bankruptcy or insolvency, the borrowers obligation to repay a floating rate loan may be subject to certain defenses that the borrower can
assert as a result of improper conduct by the agent.
Assignments
. The Core Plus Fixed Income Fund, Investment Grade
Credit Fund, High Yield Fund, High Yield Floating Rate Fund, Strategic Income Fund, Short Duration Income Fund, Emerging Markets Debt Fund, Local Emerging Markets Debt Fund and World Bond Fund may purchase an assignment of a portion of a floating
rate loan from an agent or from another group of investors. The purchase of an assignment typically succeeds to all the rights and obligations under the original loan agreement; however, assignments may also be arranged through private negotiations
between potential assignees and potential assignors, and the rights and obligations acquired by the purchaser of an assignment may differ from, and be more limited than, those held by the assigning agent or investor.
Loan Participation Interests
. Purchasers of participation interests do not have any direct contractual relationship with the
borrower. Purchasers rely on the lender who sold the participation interest not only for the enforcement of the purchasers rights against the borrower but also for the receipt and processing of payments due under the floating rate loan. For
additional information, see the section Loans and Loan Participations below.
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Liquidity
. Floating rate loans may be transferable among financial institutions, but
may not have the liquidity of conventional debt securities and are often subject to legal or contractual restrictions on resale. Floating rate loans are not currently listed on any securities exchange or automatic quotation system. As a result, no
active market may exist for some floating rate loans. To the extent a secondary market exists for other floating rate loans, such market may be subject to irregular trading activity, wide bid/ask spreads, and extended trade settlement periods. The
lack of a highly liquid secondary market for floating rate loans may have an adverse affect on the value of such loans and may make it more difficult to value the loans for purposes of calculating their respective net asset value.
Collateral
. Most floating rate loans are secured by specific collateral of the borrower and are senior to most other securities or
obligations of the borrower. The collateral typically has a market value, at the time the floating rate loan is made, that equals or exceeds the principal amount of the floating rate loan. The value of the collateral may decline, be insufficient to
meet the obligations of the borrower, or be difficult to liquidate. As a result, a floating rate loan may not be fully collateralized and can decline significantly in value.
Floating rate loan collateral may consist of various types of assets or interests, including working capital assets, such as accounts receivable or inventory; tangible or intangible assets; or assets or
other types of guarantees of affiliates of the borrower.
Generally, floating rate loans are secured unless (i) the
purchasers security interest in the collateral is invalidated for any reason by a court, or (ii) the collateral is fully released with the consent of the agent bank and lenders or under the terms of a loan agreement as the
creditworthiness of the borrower improves. Collateral impairment is the risk that the value of the collateral for a floating rate loan will be insufficient in the event that a borrower defaults. Although the terms of a floating rate loan generally
require that the collateral at issuance have a value at least equal to 100% of the amount of such floating rate loan, the value of the collateral may decline subsequent to the purchase of a floating rate loan. In most loan agreements there is no
formal requirement to pledge additional collateral. There is no guarantee that the sale of collateral would allow a borrower to meet its obligations should the borrower be unable to repay principal or pay interest or that the collateral could be
sold quickly or easily.
In addition, most borrowers pay their debts from the cash flow they generate. If the borrowers
cash flow is insufficient to pay its debts as they come due, the borrower may seek to restructure its debts rather than sell collateral.
Borrowers may try to restructure their debts by filing for protection under the federal bankruptcy laws or negotiating a work-out. If a borrower becomes involved in bankruptcy proceedings, access to the
collateral may be limited by bankruptcy and other laws. In the event that a court decides that access to the collateral is limited or void, it is unlikely that purchasers could recover the full amount of the principal and interest due.
There may be temporary periods when the principal asset held by a borrower is the stock of a related company, which may not legally be
pledged to secure a floating rate loan. On occasions when such stock cannot be pledged, the floating rate loan will be temporarily unsecured until the stock can be pledged or is exchanged for, or replaced by, other assets.
Some floating rate loans are unsecured. The claims of holders under unsecured loans are subordinated to claims of creditors holding
secured indebtedness and possibly also to claims of other creditors holding unsecured debt. Unsecured loans have a greater risk of default than secured loans, particularly during periods of deteriorating economic conditions. If the borrower defaults
on an unsecured floating rate loan, there is no specific collateral on which the purchaser can foreclose.
Floating
Interest Rates
. The rate of interest payable on floating rate loans and other floating or variable rate obligations is the sum of a base lending rate plus a specified spread. Base lending rates are generally LIBOR, the Prime Rate of a designated
U.S. bank, the Federal Funds Rate, or another base lending rate used by commercial lenders. A borrower usually has the right to select the base lending rate and to change the base lending rate at specified intervals. The applicable spread may be
fixed at time of issuance or may adjust upward or downward to reflect changes in credit quality of the borrower.
The interest
rate on LIBOR-based floating rate loans/obligations is reset periodically at intervals ranging from 30 to 180 days, while the interest rate on Prime
Rate-
or Federal Funds Rate-based floating rate
loans/obligations floats daily as those rates change. Investment in floating rate loans/obligations with longer interest rate reset periods can increase fluctuations in the floating rate loans values when interest rates change.
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The yield on a floating rate loan/obligation will primarily depend on the terms of the
underlying floating rate loan/obligation and the base lending rate chosen by the borrower. The relationship between LIBOR, the Prime Rate, and the Federal Funds Rate will vary as market conditions change.
Maturity
. Floating rate loans typically will have a stated term of five to nine years. However, because floating rate loans are
frequently prepaid, their average maturity is expected to be two to three years. The degree to which borrowers prepay floating rate loans, whether as a contractual requirement or at their election, may be affected by general business conditions, the
borrowers financial condition, and competitive conditions among lenders. Prepayments cannot be predicted with accuracy. Prepayments of principal to the purchaser of a floating rate loan may result in the principals being reinvested in
floating rate loans with lower yields.
Supply of Floating Rate Loans
. The legislation of state or federal regulators
that regulate certain financial institutions may impose additional requirements or restrictions on the ability of such institutions to make loans, particularly with respect to highly leveraged transactions. The supply of floating rate loans may be
limited from time to time due to a lack of sellers in the market for existing floating rate loans or the number of new floating rate loans currently being issued. As a result, the floating rate loans available for purchase may be lower quality or
higher priced.
Restrictive Covenants
. A borrower must comply with various restrictive covenants contained in the loan
agreement. In addition to requiring the scheduled payment of interest and principal, these covenants may include restrictions on dividend payments and other distributions to stockholders, provisions requiring the borrower to maintain specific
financial ratios, and limits on total debt. The loan agreement may also contain a covenant requiring the borrower to prepay the floating rate loan with any free cash flow. A breach of a covenant that is not waived by the agent (or by the lenders
directly) is normally an event of default, which provides the agent or the lenders the right to call the outstanding floating rate loan.
Fees
. Purchasers of floating rate loans may receive and/or pay certain fees. These fees are in addition to interest payments received and may include facility fees, commitment fees, commissions,
and prepayment penalty fees. When a purchaser buys a floating rate loan, it may receive a facility fee; and when it sells a floating rate loan, it may pay a facility fee. A purchaser may receive a commitment fee based on the undrawn portion of the
underlying line of credit portion of a floating rate loan or a prepayment penalty fee on the prepayment of a floating rate loan. A purchaser may also receive other fees, including covenant waiver fees and covenant modification fees.
Other Types of Floating Rate Debt Obligations
. Floating rate debt obligations include other forms of indebtedness of borrowers
such as notes and bonds, obligations with fixed rate interest payments in conjunction with a right to receive floating rate interest payments, and shares of other investment companies. These instruments are generally subject to the same risks as
floating rate loans but are often more widely issued and traded.
Inverse Floating Rate Debt Obligations.
Each Fund
(other than the Enhanced Income Fund, Emerging Markets Debt Fund, and Local Emerging Markets Debt Fund) may invest in leveraged inverse floating rate debt instruments (inverse floaters), including leveraged inverse
floaters. The interest rate on inverse floaters resets in the opposite direction from the market rate of interest to which the inverse floater is indexed. An inverse floater may be considered to be leveraged to the extent that its interest
rate varies by a magnitude that exceeds the magnitude of the change in the index rate of interest. The higher the degree of leverage inherent in inverse floaters is associated with greater volatility in their market values. Accordingly, the duration
of an inverse floater may exceed its stated final maturity. Certain inverse floaters may be deemed to be illiquid securities for purposes of each Funds limitation on illiquid investments.
B-31
Loans and Loan Participations
The Investment Grade Credit Fund, High Yield Fund, High Yield Floating Rate Fund, Core Plus Fixed Income Fund, Short Duration Income Fund,
Strategic Income Fund, Emerging Markets Debt Fund, Local Emerging Markets Debt Fund and World Bond Fund may invest in loans and loan participations. A loan participation is an interest in a loan to a U.S. or foreign company or other borrower which
is administered and sold by a financial intermediary. In a typical corporate loan syndication, a number of lenders, usually banks
(co-lenders),
lend a corporate borrower a specified sum pursuant to the terms
and conditions of a loan agreement. One of the
co-lenders
usually agrees to act as the agent bank with respect to the loan.
Participation interests acquired by the Funds may take the form of a direct or
co-lending
relationship with the corporate borrower, an assignment of an interest in
the loan by a
co-lender
or another participant, or a participation in the sellers share of the loan. The participation by a Fund in a lenders portion of a loan typically will result in the Fund
having a contractual relationship only with such lender, not with the business entity borrowing the funds (the Borrower). As a result, the Fund may have the right to receive payments of principal, interest and any fees to which it is
entitled only from the lender selling the participation and only upon receipt by such lender of payments from the Borrower. Such indebtedness may be secured or unsecured. Under the terms of the loan participation, a Fund may be regarded as a
creditor of the agent bank (rather than of the underlying corporate borrower), so that the Fund may also be subject to the risk that the agent bank may become insolvent. Loan participations typically represent direct participations in a loan to a
Borrower, and generally are offered by banks or other financial institutions or lending syndicates. A Fund may participate in such syndicates, or can buy part of a loan, becoming a part lender. The participation interests in which the Funds may
invest may not be rated by any nationally recognized rating service. The secondary market, if any, for loan participations may be limited and loan participations purchased by a Fund may be regarded as illiquid.
When a Fund acts as
co-lender
in connection with a participation interest or when such Fund
acquires certain participation interests, that Fund may have direct recourse against the borrower if the borrower fails to pay scheduled principal and interest. In cases where a Fund lacks direct recourse, it will look to the agent bank to enforce
appropriate credit remedies against the borrower. In these cases, a Fund may be subject to delays, expenses and risks that are greater than those that would have been involved if the Fund had purchased a direct obligation (such as commercial paper)
of such borrower. For example, in the event of the bankruptcy or insolvency of the corporate borrower, a loan participation may be subject to certain defenses by the borrower as a result of improper conduct by the agent bank.
For purposes of certain investment limitations pertaining to diversification of a Funds portfolio investments, the issuer of a loan
participation will be the underlying borrower. However, in cases where a Fund does not have recourse directly against the borrower, both the borrower and each agent bank and
co-lender
interposed between the
Fund and the borrower will be deemed issuers of a loan participation.
Senior Loans.
The Investment Grade Credit Fund,
High Yield Fund, High Yield Floating Rate Fund, Core Plus Fixed Income Fund, Short Duration Income Fund, Strategic Income Fund, Emerging Markets Debt Fund, Local Emerging Markets Debt Fund and World Bond Fund may invest in Senior Loans. Senior Loans
hold the most senior position in the capital structure of a business entity (the Borrower), are typically secured with specific collateral and have a claim on the assets and/or stock of the Borrower that is senior to that held by
subordinated debt holders and stockholders of the Borrower. The proceeds of Senior Loans primarily are used to finance leveraged buyouts, recapitalizations, mergers, acquisitions, stock repurchases, refinancings and to finance internal growth and
for other corporate purposes. Senior Loans typically have rates of interest which are redetermined daily, monthly, quarterly or semi-annually by reference to a base lending rate, plus a premium or credit spread. These base lending rates are
primarily the LIBOR and secondarily the prime rate offered by one or more major U.S. banks and the certificate of deposit rate or other base lending rates used by commercial lenders.
Senior Loans typically have a stated term of between five and nine years, and have rates of interest which typically are redetermined
daily, monthly, quarterly or semi-annually. Longer interest rate reset periods generally increase fluctuations in a Funds net asset value as a result of changes in market interest rates. The Funds are not subject to any restrictions with
respect to the maturity of Senior Loans held in their portfolios. As a result, as short-term interest rates increase, interest payable to the Funds from their investments in Senior Loans should increase, and as short-term interest rates decrease,
interest payable to the Funds from their investments in Senior Loans should decrease. Because of prepayments, the Investment Adviser expects the average lives of the Senior Loans in which each of the Funds invest to be shorter than the stated
maturity.
Senior Loans are subject to the risk of
non-payment
of scheduled interest
or principal. Such
non-payment
would result in a reduction of income to a Fund, a reduction in the value of the investment and a potential decrease in the Funds net asset value. There can be no assurance
that the liquidation of any collateral securing a Senior Loan would satisfy the Borrowers obligation in the event of
non-payment
of scheduled interest or principal payments, or that such collateral could
be readily liquidated. In the event of
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bankruptcy of a Borrower, the Funds could experience delays or limitations with respect to their ability to realize the benefits of the collateral securing a Senior Loan. The collateral securing
a Senior Loan may lose all or substantially all of its value in the event of the bankruptcy of a Borrower. Some Senior Loans are subject to the risk that a court, pursuant to fraudulent conveyance or other similar laws, could subordinate such Senior
Loans to presently existing or future indebtedness of the Borrower or take other action detrimental to the holders of Senior Loans including, in certain circumstances, invalidating such Senior Loans or causing interest previously paid to be refunded
to the Borrower. If interest were required to be refunded, it could negatively affect a Funds performance.
Many Senior
Loans in which a Fund may invest may not be rated by a rating agency, will not be registered with the SEC or any state securities commission, and will not be listed on any national securities exchange. The amount of public information available with
respect to Senior Loans will generally be less extensive than that available for registered or exchange-listed securities. In evaluating the creditworthiness of Borrowers, the Investment Adviser will consider, and may rely in part, on analyses
performed by others. Borrowers may have outstanding debt obligations that are rated below investment grade by a rating agency. Many of the Senior Loans in which a Fund may invest will have been assigned below investment grade ratings by independent
rating agencies. In the event Senior Loans are not rated, they are likely to be the equivalent of below investment grade quality. Because of the protective features of Senior Loans, the Investment Adviser believes that Senior Loans tend to have more
favorable loss recovery rates as compared to more junior types of below investment grade debt obligations. The Investment Adviser does not view ratings as the determinative factor in its investment decisions and rely more upon their credit analysis
abilities than upon ratings.
No active trading market may exist for some Senior Loans, and some loans may be subject to
restrictions on resale. A secondary market may be subject to irregular trading activity, wide bid/ask spreads and extended trade settlement periods, which may impair the ability to realize full value and thus cause a material decline in the net
asset value of a Fund. In addition, a Fund may not be able to readily dispose of its Senior Loans at prices that approximate those at which the Fund could sell such loans if they were more widely-traded and, as a result of such illiquidity, a Fund
may have to sell other investments or engage in borrowing transactions if necessary to raise cash to meet its obligations. During periods of limited supply and liquidity of Senior Loans, a Funds yield may be lower.
When interest rates decline, the value of a Fund invested in fixed rate obligations can be expected to rise. Conversely, when interest
rates rise, the value of a Fund invested in fixed rate obligations can be expected to decline. Although changes in prevailing interest rates can be expected to cause some fluctuations in the value of Senior Loans (due to the fact that floating rates
on Senior Loans only reset periodically), the value of Senior Loans is substantially less sensitive to changes in market interest rates than fixed rate instruments. As a result, to the extent a Fund invests in floating-rate Senior Loans, the
Funds portfolio may be less volatile and less sensitive to changes in market interest rates than if the Fund invested in fixed rate obligations. Similarly, a sudden and significant increase in market interest rates may cause a decline in the
value of these investments and in a Funds net asset value. Other factors (including, but not limited to, rating downgrades, credit deterioration, a large downward movement in stock prices, a disparity in supply and demand of certain securities
or market conditions that reduce liquidity) can reduce the value of Senior Loans and other debt obligations, impairing the net asset value of the Funds.
A Fund may purchase and retain in its portfolio a Senior Loan where the Borrower has experienced, or may be perceived to be likely to experience, credit problems, including involvement in or recent
emergence from bankruptcy reorganization proceedings or other forms of debt restructuring. Such investments may provide opportunities for enhanced income as well as capital appreciation, although they also will be subject to greater risk of loss. At
times, in connection with the restructuring of a Senior Loan either outside of bankruptcy court or in the context of bankruptcy court proceedings, a Fund may determine or be required to accept equity securities or junior credit securities in
exchange for all or a portion of a Senior Loan.
The Funds may also purchase Senior Loans on a direct assignment basis. If a
Fund purchases a Senior Loan on direct assignment, it typically succeeds to all the rights and obligations under the loan agreement of the assigning lender and becomes a lender under the loan agreement with the same rights and obligations as the
assigning lender. Investments in Senior Loans on a direct assignment basis may involve additional risks to the Funds. For example, if such loan is foreclosed, the Fund could become part owner of any collateral, and would bear the costs and
liabilities associated with owning and disposing of the collateral.
Loans and other types of direct indebtedness may not be
readily marketable and may be subject to restrictions on resale. In some cases, negotiations involved in disposing of indebtedness may require weeks to complete. Consequently, some indebtedness may be difficult or impossible to dispose of readily at
what the Investment Adviser believes to be a fair price. In addition, valuation of illiquid indebtedness involves a greater degree of judgment in determining the net asset value of the Funds than if that valuation were based on available market
quotations, and could result in significant variations in a Funds daily share price. At the same time, some loan interests are traded among certain financial institutions and accordingly may be deemed liquid. As the market for different types
of indebtedness develops, the liquidity of these instruments is expected to improve. Each of the Funds currently intends to treat loan indebtedness as liquid when, in the view of the Investment Adviser, there is a readily available market at the
time of the investment. To the extent a readily available market ceases to exist for a particular investment, such investment would be treated as illiquid for
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purposes of a Funds limitations on illiquid investments. Investments in loans and loan participations are considered to be debt obligations for purposes of a Funds investment
restriction relating to the lending of funds or assets by the Fund.
Second Lien Loans.
Each of the Investment Grade
Credit Fund, High Yield Fund, High Yield Floating Rate Fund, Core Plus Fixed Income Fund, Short Duration Income Fund, Strategic Income Fund, Emerging Markets Debt Fund, Local Emerging Markets Debt Fund and World Bond Fund may invest in Second Lien
Loans, which have the same characteristics as Senior Loans except that such loans are second in lien property rather than first. Second Lien Loans typically have adjustable floating rate interest payments. Accordingly, the risks associated with
Second Lien Loans are higher than the risk of loans with first priority over the collateral. In the event of default on a Second Lien Loan, the first priority lien holder has first claim to the underlying collateral of the loan. It is possible that
no collateral value would remain for the second priority lien holder and therefore result in a loss of investment to a Fund.
This risk is generally higher for subordinated unsecured loans or debt, which are not backed by a security interest in any specific
collateral. Second Lien Loans generally have greater price volatility than Senior Loans and may be less liquid. There is also a possibility that originators will not be able to sell participations in Second Lien Loans, which would create greater
credit risk exposure for the holders of such loans. Second Lien Loans share the same risks as other below investment grade securities.
Distressed Debt
The
High Yield Floating Rate Fund, High Yield Fund, Short Duration Income Fund, Strategic Income Fund, Core Plus Fixed Income Fund, Emerging Markets Debt Fund, Local Emerging Markets Debt Fund and World Bond Fund may invest in the securities and other
obligations of financially troubled companies, including stressed, distressed and bankrupt issuers and debt obligations that are in covenant or payment default. Such investments generally trade significantly below par and are considered speculative.
The repayment of defaulted obligations is subject to significant uncertainties. Defaulted obligations might be repaid only after lengthy workout or bankruptcy proceedings, during which the issuer might not make any interest or other payments.
Typically such workout or bankruptcy proceedings result in only partial recovery of cash payments or an exchange of the defaulted obligation for other debt or equity securities of the issuer or its affiliates, which may in turn be illiquid or
speculative.
In any investment involving stressed and distressed debt obligations, there exists the risk that the transaction
involving such debt obligations will be unsuccessful, take considerable time or will result in a distribution of cash or a new security or obligation in exchange for the stressed and distressed debt obligations, the value of which may be less than a
Funds purchase price of such debt obligations. Furthermore, if an anticipated transaction does not occur, a Fund may be required to sell its investment at a loss. There are a number of significant risks inherent in the bankruptcy process. Many
events in a bankruptcy are the product of contested matters and adversary proceedings and are beyond the control of the creditors. A bankruptcy filing by an issuer may adversely and permanently affect the issuer, and if the proceeding is converted
to a liquidation, the value of the issuer may not equal the liquidation value that was believed to exist at the time of the investment. The duration of a bankruptcy proceeding is difficult to predict, and a creditors return on investment can
be adversely affected by delays until the plan of reorganization ultimately becomes effective. The administrative costs in connection with a bankruptcy proceeding are frequently high and would be paid out of the debtors estate prior to any
return to creditors. Because the standards for classification of claims under bankruptcy law are vague, there exists the risk that a Funds influence with respect to the class of securities or other obligations it owns can be lost by increases
in the number and amount of claims in the same class or by different classification and treatment. In the early stages of the bankruptcy process it is often difficult to estimate the extent of, or even to identify, any contingent claims that might
be made. In addition, certain claims that have priority by law (for example, claims for taxes) may be substantial.
Preferred Stock,
Warrants and Stock Purchase Rights
The Enhanced Income, Core Fixed Income, Core Plus Fixed Income, Short Duration Income,
Investment Grade Credit, High Yield, High Yield Floating Rate, Strategic Income, Emerging Markets Debt, Local Emerging Markets Debt, Inflation Protected Securities and World Bond Funds may invest in preferred stock and the Enhanced Income, Short
Duration Income, High Yield, High Yield Floating Rate, Strategic Income, Emerging Markets Debt, Local Emerging Markets Debt, Inflation Protected Securities and World Bond Funds may invest in warrants and stock purchase rights (in addition to those
acquired in units or attached to other securities) (rights). Preferred stocks are securities that represent an ownership interest providing the holder with claims on the issuers earnings and assets before common stock owners but
after bond owners. Unlike debt securities, the obligations of an issuer of preferred stock, including dividend and other payment obligations, may not typically be accelerated by the holders of such preferred stock on the occurrence of an event of
default (such as a covenant default or filing of a bankruptcy petition) or other
non-compliance
by the issuer with the terms of the preferred stock. Often, however, on the occurrence of any such event of
default or
non-compliance
by the issuer, preferred stockholders will be entitled to gain representation on the issuers board of directors or increase their existing
B-34
board representation. In addition, preferred stockholders may be granted voting rights with respect to certain issues on the occurrence of any event of default.
Warrants and other rights are options to buy a stated number of shares of common stock at a specified price at any time during the life
of the warrant. The holders of warrants and rights have no voting rights, receive no dividends and have no rights with respect to the assets of the issuer.
Corporate Debt Obligations
Each Fund (other than the Short Duration
Government Fund) may invest in corporate debt obligations, including obligations of industrial, utility and financial issuers. Corporate debt obligations include bonds, notes, debentures and other obligations of corporations to pay interest and
repay principal. Corporate debt obligations are subject to the risk of an issuers inability to meet principal and interest payments on the obligations and may also be subject to price volatility due to such factors as market interest rates,
market perception of the creditworthiness of the issuer and general market liquidity.
Corporate debt obligations rated BBB or
Baa are considered medium grade obligations with speculative characteristics, and adverse economic conditions or changing circumstances may weaken their issuers capacity to pay interest and repay principal. Medium to lower rated and comparable
non-rated
securities tend to offer higher yields than higher rated securities with the same maturities because the historical financial condition of the issuers of such securities may not have been as strong
as that of other issuers. The price of corporate debt obligations will generally fluctuate in response to fluctuations in supply and demand for similarly rated securities. In addition, the price of corporate debt obligations will generally fluctuate
in response to interest rate levels. Fluctuations in the prices of portfolio securities subsequent to their acquisition will not affect cash income from such securities but will be reflected in a Funds net asset value. Because medium to lower
rated securities generally involve greater risks of loss of income and principal than higher rated securities, investors should consider carefully the relative risks associated with investment in securities which carry medium to lower ratings and in
comparable unrated securities. In addition to the risk of default, there are the related costs of recovery on defaulted issues. The Investment Adviser will attempt to reduce these risks through portfolio diversification and by analysis of each
issuer and its ability to make timely payments of income and principal, as well as broad economic trends and corporate developments.
The Investment Adviser employs its own credit research and analysis, which includes a study of an issuers existing debt, capital structure, ability to service debt and pay dividends, sensitivity to
economic conditions, operating history and current earnings trend. The Investment Adviser continually monitors the investments in a Funds portfolio and evaluates whether to dispose of or to retain corporate debt obligations whose credit
ratings or credit quality may have changed. If after its purchase, a portfolio security is assigned a lower rating or ceases to be rated, a Fund may continue to hold the security if the Investment Adviser believes it is in the best interest of the
Fund and its shareholders.
Commercial Paper and Other Short-Term Corporate Obligations
Each Fund (other than the Short Duration Government Fund) may invest in commercial paper and other short-term obligations payable in U.S.
dollars and issued or guaranteed by U.S. corporations,
non-U.S.
corporations or other entities. Commercial paper represents short-term unsecured promissory notes issued in bearer form by banks or bank holding
companies, corporations and finance companies.
Trust Preferred Securities
Each Fund (other than the Short Duration Government Fund) may invest in trust preferred securities. A trust preferred or capital security
is a long dated bond (for example 30 years) with preferred features. The preferred features are that payment of interest can be deferred for a specified period without initiating a default event. From a bondholders viewpoint, the securities
are senior in claim to standard preferred but are junior to other bondholders. From the issuers viewpoint, the securities are attractive because their interest is deductible for tax purposes like other types of debt instruments.
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High Yield Securities
Core Plus Fixed Income, Short Duration Income, High Yield Municipal, High Yield, High Yield Floating Rate, Strategic Income, Emerging Markets Debt, Local Emerging Markets Debt, Inflation Protected
Securities and World Bond Funds may invest in bonds rated BB+ or below by Standard & Poors or Ba1 or below by Moodys (or comparable rated and unrated securities). The other funds in this SAI may not invest directly in high yield
securities, but may hold securities that are subsequently downgraded to below investment grade. The World Bond Fund may invest up to 20% of its total assets in
non-investment
grade securities. These bonds are
commonly referred to as junk bonds, are
non-investment
grade, and are considered speculative. The ability of issuers of high yield securities to make principal and interest payments may be
questionable because such issuers are often less creditworthy or are highly leveraged. High yield securities are also issued by governmental issuers that may have difficulty in making all scheduled interest and principal payments. In some cases,
high yield securities may be highly speculative, have poor prospects for reaching investment grade standing and be in default. As a result, investment in such bonds will entail greater risks than those associated with investment in investment grade
bonds (
i.e
., bonds rated AAA, AA, A or BBB by Standard & Poors or Aaa, Aa, A or Baa by Moodys). Analysis of the creditworthiness of issuers of high yield securities may be more complex than for issuers of higher quality
debt securities, and the ability of a Fund to achieve its investment objective may, to the extent of its investments in high yield securities, be more dependent upon such creditworthiness analysis than would be the case if the Fund were investing in
higher quality securities. See Appendix A for a description of the corporate bond and preferred stock ratings by Standard & Poors, Moodys, Fitch, Inc. (Fitch) and Dominion Bond Rating Service Limited
(DBRS).
The market values of high yield securities tend to reflect individual corporate or municipal developments
to a greater extent than do those of higher rated securities, which react primarily to fluctuations in the general level of interest rates. Issuers of high yield securities that are highly leveraged may not be able to make use of more traditional
methods of financing. Their ability to service debt obligations may be more adversely affected by economic downturns or their inability to meet specific projected business forecasts than would be the case for issuers of high rated securities.
Negative publicity about the junk bond market and investor perceptions regarding lower-rated securities, whether or not based on fundamental analysis, may depress the prices for such high yield securities. In the lower quality segments of the fixed
income securities market, changes in perceptions of issuers creditworthiness tend to occur more frequently and in a more pronounced manner than do changes in higher quality segments of the fixed income securities market, resulting in greater
yield and price volatility. Another factor which causes fluctuations in the prices of high yield securities is the supply and demand for similarly rated securities. In addition, the prices of investments fluctuate in response to the general level of
interest rates. Fluctuations in the prices of portfolio securities subsequent to their acquisition will not affect cash income from such securities but will be reflected in a Funds net asset value.
The risk of loss from default for the holders of high yield securities is significantly greater than is the case for holders of other
debt securities because such high yield securities are generally unsecured and are often subordinated to the rights of other creditors of the issuers of such securities. Investment by the Funds in already defaulted securities poses an additional
risk of loss should nonpayment of principal and interest continue in respect of such securities. Even if such securities are held to maturity, recovery by a Fund of its initial investment and any anticipated income or appreciation is uncertain. In
addition, a Fund may incur additional expenses to the extent that it is required to seek recovery relating to the default in the payment of principal or interest on such securities or otherwise protect its interests. A Fund may be required to
liquidate other portfolio securities to satisfy annual distribution obligations of the Fund in respect of accrued interest income on securities which are subsequently written off, even though the Fund has not received any cash payments of such
interest.
The secondary market for high yield securities is concentrated in relatively few markets and is dominated by
institutional investors, including mutual funds, insurance companies and other financial institutions. Accordingly, the secondary market for such securities may not be as liquid as and may be more volatile than the secondary market for higher-rated
securities. In addition, the trading volume for high yield securities is generally lower than that of higher rated securities and the secondary market for high yield securities could contract under adverse market or economic conditions independent
of any specific adverse changes in the condition of a particular issuer. These factors may have an adverse effect on the ability of the Funds to dispose of particular portfolio investments when needed to meet their redemption requests or other
liquidity needs. The Investment Adviser could find it difficult to sell these investments or may be able to sell the investments only at prices lower than if such investments were widely traded. Prices realized upon the sale of such lower rated or
unrated securities, under these circumstances, may be less than the prices used in calculating the net asset value of the Funds. A less liquid secondary market also may make it more difficult for the Funds to obtain precise valuations of the high
yield securities in their portfolios.
The adoption of new legislation could adversely affect the secondary market for high
yield securities and the financial condition of issuers of these securities. The form of any future legislation, and the probability of such legislation being enacted, is uncertain.
Non-investment
grade or high yield securities also present risks based on payment expectations.
High yield securities frequently contain call or
buy-back
features which permit the issuer to call or repurchase the security from its holder. If an issuer exercises
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such a call option and redeems the security, the Funds may have to replace such security with a lower-yielding security, resulting in a decreased return for investors. In addition, if
a Fund experiences net redemptions of its shares, it may be forced to sell its higher-rated securities, resulting in a decline in the overall credit quality of its portfolio and increasing its exposure to the risks of high yield securities.
Credit ratings issued by credit rating agencies are designed to evaluate the safety of principal and interest payments of
rated securities. They do not, however, evaluate the market value risk of high yield securities and, therefore, may not fully reflect the true risks of an investment. In addition, credit rating agencies may or may not make timely changes in a rating
to reflect changes in the economy or in the conditions of the issuer that affect the market value of the security. Consequently, credit ratings are used only as a preliminary indicator of investment quality. Investments in
non-investment
grade and comparable unrated obligations will be more dependent on the Investment Advisers credit analysis than would be the case with investments in investment-grade debt obligations. The
Investment Adviser employs its own credit research and analysis, which includes a study of an issuers existing debt, capital structure, ability to service debt and to pay dividends, sensitivity to economic conditions, operating history and
current earnings trend. The Investment Adviser continually monitors the investments in the Funds portfolios and evaluates whether to dispose of or to retain
non-investment
grade and comparable unrated
securities whose credit ratings or credit quality may have changed. If after its purchase, a portfolio security is assigned a lower rating or ceases to be rated, a Fund may continue to hold the security if the Investment Adviser believes it is in
the best interest of the Fund and its shareholders.
An economic downturn could severely affect the ability of highly
leveraged issuers of junk bond investments to service their debt obligations or to repay their obligations upon maturity. Factors having an adverse impact on the market value of junk bonds will have an adverse effect on a Funds net asset value
to the extent it invests in such investments. In addition, a Fund may incur additional expenses to the extent it is required to seek recovery upon a default in payment of principal or interest on its portfolio holdings.
Bank Obligations
The
Enhanced Income, High Quality Floating Rate, Government Income, U.S. Mortgages, Core Fixed Income, Core Plus Fixed Income, Short Duration Income, Investment Grade Credit, Global Income, High Yield, High Yield Floating Rate, Strategic Income,
Emerging Markets Debt, Local Emerging Markets Debt, Inflation Protected Securities and World Bond Funds may each invest in obligations issued or guaranteed by U.S. and, except with respect to the Government Income Fund, foreign banks (Enhanced
Income Fund and High Quality Floating Rate Fund may only invest in U.S. dollar denominated foreign securities). Bank obligations, including without limitation time deposits, bankers acceptances and certificates of deposit, may be general
obligations of the parent bank or may be obligations only of the issuing branch pursuant to the terms of the specific obligations or government regulation.
Banks are subject to extensive but different governmental regulations which may limit both the amount and types of loans which may be made and interest rates which may be charged. Foreign banks are
subject to different regulations and are generally permitted to engage in a wider variety of activities than U.S. banks. In addition, the profitability of the banking industry is largely dependent upon the availability and cost of funds for the
purpose of financing lending operations under prevailing money market conditions. General economic conditions as well as exposure to credit losses arising from possible financial difficulties of borrowers play an important part in the operations of
this industry.
Certificates of deposit are certificates evidencing the obligation of a bank to repay funds deposited with it
for a specified period of time at a specified rate. Certificates of deposit are negotiable instruments and are similar to saving deposits but have a definite maturity and are evidenced by a certificate instead of a passbook entry. Banks are required
to keep reserves against all certificates of deposit. Fixed time deposits are bank obligations payable at a stated maturity date and bearing interest at a fixed rate. Fixed time deposits may be withdrawn on the demand by the investor, but may be
subject to early withdrawal penalties which vary depending upon market conditions and the remaining maturity of the obligation. The Funds may invest in deposits in U.S. and European banks which satisfy the standards set forth above.
Municipal Securities
High Quality Floating Rate, Short Duration
Tax-Free,
Government Income, Municipal Income, U.S.
Mortgages, Core Fixed Income, Core Plus Fixed Income, Short Duration Income, Investment Grade Credit, High Yield Municipal, High Yield, Strategic Income, Inflation Protected Securities, Global Income and World Bond Funds may invest in Municipal
Securities, the interest on which is exempt from regular federal income tax (
i.e
., excluded from gross income for federal income tax purposes but not necessarily exempt from the federal alternative minimum tax or from the income taxes of any
state or local government). In addition, Municipal Securities include participation interests in such securities the interest on which is, in the opinion of bond counsel or counsel selected by the Investment Adviser, excluded from gross income for
federal income tax purposes. The Funds may revise their definition of Municipal Securities in the future to include other types of securities that currently exist, the interest on which is or will be, in the opinion of such counsel,
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excluded from gross income for federal income tax purposes, provided that investing in such securities is consistent with each Funds investment objective and policies. High Quality Floating
Rate, Short Duration
Tax-Free,
Government Income, Municipal Income, Core Fixed Income, Core Plus Fixed Income, Short Duration Income, High Yield Municipal, High Yield, Strategic Income, U.S. Mortgages,
Investment Grade Credit, Inflation Protected Securities, Global Income and World Bond Funds may also invest in taxable Municipal Securities.
The yields and market values of municipal securities are determined primarily by the general level of interest rates, the creditworthiness of the issuers of municipal securities and economic and political
conditions affecting such issuers. The yields and market prices of municipal securities may be adversely affected by changes in tax rates and policies, which may have less effect on the market for taxable fixed income securities. Moreover, certain
types of municipal securities, such as housing revenue bonds, involve prepayment risks which could affect the yield on such securities. The credit rating assigned to municipal securities may reflect the existence of guarantees, letters of credit or
other credit enhancement features available to the issuers or holders of such municipal securities.
Dividends paid by the
Funds, other than the Tax Exempt Funds, that are derived from interest paid on both tax exempt and taxable Municipal Securities will be taxable to the Funds shareholders.
Municipal Securities are often issued to obtain funds for various public purposes including refunding outstanding obligations, obtaining
funds for general operating expenses, and obtaining funds to lend to other public institutions and facilities. Municipal Securities also include certain private activity bonds or industrial development bonds, which are issued by or on
behalf of public authorities to provide financing aid to acquire sites or construct or equip facilities within a municipality for privately or publicly owned corporations.
Investments in municipal securities are subject to the risk that the issuer could default on its obligations. Such a default could result from the inadequacy of the sources or revenues from which interest
and principal payments are to be made, including property tax collections, sales tax revenue, income tax revenue and local, state and federal government funding, or the assets collateralizing such obligations. Municipal securities and issuers of
municipal securities may be more susceptible to downgrade, default, and bankruptcy as a result of recent periods of economic stress. During the recent economic downturn, several municipalities have filed for bankruptcy protection or have indicated
that they may seek bankruptcy protection in the future. Revenue bonds, including private activity bonds, are backed only by specific assets or revenue sources and not by the full faith and credit of the governmental issuer.
The two principal classifications of Municipal Securities are general obligations and revenue obligations.
General obligations are secured by the issuers pledge of its full faith and credit for the payment of principal and interest, although the characteristics and enforcement of general obligations may vary according to the law applicable to the
particular issuer. Revenue obligations, which include, but are not limited to, private activity bonds, resource recovery bonds, certificates of participation and certain municipal notes, are not backed by the credit and taxing authority of the
issuer, and are payable solely from the revenues derived from a particular facility or class of facilities or, in some cases, from the proceeds of a special excise or other specific revenue source. Nevertheless, the obligations of the issuer of a
revenue obligation may be backed by a letter of credit, guarantee or insurance. General obligations and revenue obligations may be issued in a variety of forms, including commercial paper, fixed, variable and floating rate securities, tender option
bonds, auction rate bonds, zero coupon bonds, deferred interest bonds and capital appreciation bonds.
In addition to general
obligations and revenue obligations, there is a variety of hybrid and special types of Municipal Securities. There are also numerous differences in the security of Municipal Securities both within and between these two principal classifications.
The High Yield Municipal Fund and Strategic Income Fund may own a large percentage of any one general assessment bond
issuance. Therefore, the Funds may be adversely impacted if the issuing municipality fails to pay principal and/or interest on those bonds.
For the purpose of applying a Funds investment restrictions, the identification of the issuer of a Municipal Security which is not a general obligation is made by the Investment Adviser based on the
characteristics of the Municipal Security, the most important of which is the source of funds for the payment of principal and interest on such securities.
An entire issue of Municipal Securities may be purchased by one or a small number of institutional investors, including one or more Funds. Thus, the issue may not be said to be publicly offered. Unlike
some securities that are not publicly offered, a secondary market exists for many Municipal Securities that were not publicly offered initially and such securities may be readily marketable.
The credit rating assigned to Municipal Securities may reflect the existence of guarantees, letters of credit or other credit enhancement
features available to the issuers or holders of such Municipal Securities.
The obligations of the issuer to pay the principal
of and interest on a Municipal Security are subject to the provisions of bankruptcy, insolvency and other laws affecting the rights and remedies of creditors, such as the Federal Bankruptcy Code, and laws, if any, that may be enacted by Congress or
state legislatures extending the time for payment of principal or interest or imposing other constraints upon the enforcement of such obligations. There is also the possibility that, as a result of litigation or other conditions, the power or
ability of the issuer to pay when due principal of or interest on a Municipal Security may be materially affected.
While the
Municipal Income Fund, High Yield Municipal Fund and Short Duration Tax-Free Fund, under normal circumstances, invest substantially all of their assets in Municipal Securities, the recognition of certain accrued market discount income (if the Funds
acquire Municipal Securities or other obligations at a market discount), income from investments other than Municipal Securities and any capital gains generated from the disposition of investments, will result in taxable income. In addition to
federal income tax, shareholders may be subject to state, local or foreign taxes on distributions of such income received from the Funds.
From time to time, proposals have been introduced before Congress for the purpose of restricting or eliminating the federal income tax exemption for interest on Municipal Securities. For example, under
the Tax Reform Act of 1986, interest on certain private activity bonds must be included in an investors federal alternative minimum taxable income, and corporate investors must include all tax exempt interest in their federal alternative
minimum taxable income. The Trust cannot predict what legislation, if any, may be proposed in the future in Congress as regards the federal income tax status of interest on Municipal Securities or which proposals, if any, might be enacted. Such
proposals, if enacted, might materially and adversely affect the tax treatment of Municipal Securities and the availability of Municipal Securities for investment by the Tax Exempt Funds and the Funds liquidity and value. In such an event the
Board of Trustees would reevaluate the Tax Exempt Funds investment objectives and policies.
Special Risk
Considerations Relating to California Municipal Obligations.
The High Quality Floating Rate, Short Duration
Tax-Free,
Government Income, Municipal Income, U.S. Mortgages, Core Fixed Income, Core Plus Fixed
Income, Short Duration Income, Investment Grade Credit, High Yield Municipal, High Yield, Strategic Income, Global Income and Inflation Protected Securities Funds may invest in municipal obligations of the State of California (California
or, as used in this section, the State), its public authorities and local governments (California Municipal Obligations), and consequently may be affected by political and economic developments within California and by the
financial condition of Californias political subdivisions, agencies, instrumentalities and public authorities. Provisions of the California Constitution and State statutes that limit the taxing and spending authority of California governmental
entities may impair the ability of California governmental issuers to maintain debt service on their obligations. Future California political and economic developments, constitutional amendments, legislative measures, executive orders,
administrative regulations, litigation and voter initiatives could have an adverse effect on the debt obligations of California issuers. Some of the significant financial considerations relating to investments in California Municipal Obligations are
summarized below. The following section provides only a brief summary of the complex factors affecting the financial condition of California that could, in turn, adversely
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affect a Funds investments in California Municipal Obligations. This information is based on information publicly available from State authorities and other sources available prior to
July 1, 2013 and has not been independently verified. It should be noted that the creditworthiness of obligations issued by local issuers may be unrelated to the creditworthiness of obligations issued by the State, and that there is no
obligation on the part of California to make payment on such local obligations in the event of default in the absence of a specific guarantee or pledge provided by California. Furthermore, obligations of issuers of California Municipal Obligations
are subject to the provisions of bankruptcy, insolvency and other laws affecting the rights and remedies of creditors. Accordingly, an insolvent municipality may file for bankruptcy, as allowed by Chapter 9 of the Bankruptcy Code. This section
provides a financially distressed municipality protection from its creditors while it develops and negotiates a plan for reorganizing its debts. The reorganization of a municipalitys debts may be accomplished by extending debt maturities,
reducing the amount of principal or interest, refinancing the debt or other measures which may significantly affect the rights of creditors and the value of the securities issued by the municipality and the value of a Funds investments. During
the recent economic downturn, several California municipalities have filed for bankruptcy protection or have indicated that they may seek bankruptcy protection in the future.
Certain California Municipal Obligations held by a Fund may be obligations of issuers that rely in whole or in substantial part on California state government revenues for the continuance of their
operations and payment of their obligations. Whether and to what extent the California Legislature will continue to appropriate a portion of the States General Fund to counties, cities and their various entities, which depend upon State
government appropriations, is not entirely certain. To the extent local entities do not receive money from the State government to pay for their operations and services, their ability to pay debt service on obligations held by the Funds may be
impaired.
California Municipal Obligations, including certain
tax-exempt
securities,
in which the Funds may invest may be obligations payable solely from the revenues of specific institutions, or may be secured by specific properties, which are subject to provisions of California law that could adversely affect the holders of such
obligations. For example, the revenues of California health care institutions may be subject to state laws, and California law limits the remedies of a creditor secured by a mortgage or deed of trust on real property.
Californias economy, the largest state economy in the United States and one of the largest and most diverse in the world, has major
components in high technology, trade, entertainment, agriculture, manufacturing, government, tourism, construction and services, and may be sensitive to economic factors affecting those industries. The relative proportion of the various components
of the California economy closely resembles the
make-up
of the national economy.
In
March 2004, voters approved Proposition 57, the California Economic Recovery Bond Act, which authorized the issuance of up to $15 billion in Economic Recovery Bonds (ERBs) to finance the States negative General Fund balance as of
June 30, 2004 and other General Fund obligations undertaken prior to June 30, 2004. Repayment of the ERBs is secured by a pledge of revenues from a
one-quarter
cent increase in the States sales
and use tax that became effective July 1, 2004. In addition, as voter-approved general obligation bonds, the ERBs are secured by the States full faith and credit and payable from the General Fund in the event the dedicated sales and use
tax revenue is insufficient to repay the bonds. The entire authorized amount of ERBs was issued in three sales between May 2004 and February 2008. No further ERBs can be issued under Proposition 57, except for refunding bonds. As of February 1,
2013, California had outstanding approximately $79.3 billion in long-term general obligation bonds.
Also in March 2004,
voters approved Proposition 58, which amended the California State Constitution to require balanced budgets in the future, yet this has not prevented the State from enacting budgets that rely on borrowing. Proposition 58 also created the Budget
Stabilization Account (BSA) as a secondary budgetary reserve. Beginning with fiscal year
2006-07,
a specified portion of estimated annual General Fund revenues (reaching a ceiling of 3% by fiscal
year
2008-09)
will be transferred by the State Controller into the BSA no later than September 30 of each fiscal year unless the transfer is suspended or reduced by an executive order issued by the
Governor. The Governor suspended the BSA transfers in each of fiscal years
2008-09
through 2012-13 due to the condition of the General Fund and proposed another suspension for fiscal year
2013-14.
This special reserve will be used to repay the ERBs and provide a rainy-day fund for future economic downturns or natural disasters. The amendment allows the Governor to declare a fiscal
emergency whenever he or she determines that General Fund revenues will decline below budgeted expenditures, or expenditures will increase substantially above available resources. The Governor declared several such fiscal emergencies since 2008.
Finally, Proposition 58 requires the State legislature to take action on legislation proposed by the Governor to address fiscal emergencies.
California, like the rest of the nation, has experienced an uneven economic recovery from the severe economic downturn that began in late 2007. While the California economy is currently experiencing a
gradual and broadening recovery supported by continued
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growth in the high-technology sector, international trade and tourism, fiscally strapped local governments remain a drag on the recovery.
A variety of fundamental economic indicators suggests that the national economy has experienced a gradual expansion over the past year.
The national unemployment rate eased gradually and unevenly from the middle of 2011 through the end of 2012, and nonfarm payroll employment expanded modestly in 2011 and 2012. However, as 2012 came to a close, uncertainty was building over domestic
fiscal policies and global economic developments that tempered business investment. The effects of Hurricane Sandy also softened growth at the end of 2012.
The economic slowdown was caused in large part by a dramatic downturn in the housing industry, with a drop in new home starts and sales from 2006 through 2009 and declines in average home sales prices in
most of the State for 37 straight months ending in January 2010. The housing slump has been deeper in the State than most other parts of the nation, and declining prices and increasing subprime mortgage rates led to record mortgage delinquencies and
home foreclosures. However, during the first eleven months of 2012 the median sales price rose 10.3% from the same months of 2011. California issued 51,500 residential building permits during the first eleven months of 2012, 28% more than was issued
during the same months of 2011, but still only a fraction of the 210,000 permits issued in 2005. The number of California homes going into foreclosure dropped in the third quarter of 2012 to the lowest level since the first quarter of 2007. While
recent housing trends have been notably positive, with rising home prices and increased sales, these trends could be easily upset in the near term by a decline in consumer and investor confidence.
Californias nonfarm wage and payroll jobs grew by 225,900 between December 2011 and December 2012, or by 18,800 jobs per month on
average. Nonfarm wage and payroll employment in California is forecast to grow by 2.1 % in 2013 and 2.4% in 2014. The States unemployment rate fell from a high of 12.4% in late 2010 to 9.8% in December 2012. In comparison, the national
unemployment rate was 7.8% in December 2012.
Personal income in California is projected to grow 4.3% in 2013 and 5.5% in
2014, as compared to falling by 2.4% in 2009 and the 5.1% average growth rate from 1989 to 2009. Taxable sales in California increased eleven consecutive quarters before slipping slightly in the second quarter of 2012. However, taxable sales during
the first three quarters of 2012 were up 7.9% over the same period in 2011.
Revenue bonds represent both obligations payable
from State revenue-producing enterprises and projects, which are not payable from the General Fund, and conduit obligations payable only from revenues paid by private users of facilities financed by such revenue bonds. Such enterprises and projects
include transportation projects, various public works and exposition projects, educational facilities (including the California State University and University of California systems), housing, health facilities, and pollution control. General Fund
revenue collections are expected to be $95.4 billion in FY 2012-13 and $98.5 billion in FY 2013-14.
As of July 1, 2013,
Californias general obligation bonds were assigned ratings of A1, A and
A-
by Moodys, S&P and Fitch, respectively. It should be recognized that these ratings are not an absolute standard of
quality, but rather general indicators. Such ratings reflect only the view of the originating rating agencies, from which an explanation of the significance of such ratings may be obtained. There is no assurance that a particular rating will
continue for any given period of time or that any such rating will not be revised downward or withdrawn entirely if, in the judgment of the agency establishing the rating, circumstances so warrant. A downward revision or withdrawal of such ratings,
or either of them, may affect the market price of the State municipal obligations in which a Fund invests.
In January 2012,
the Governors Budget projected the States budget shortfall to be $9.2 billion for FY
2012-13.
However, the May Revision to the Governors Budget estimated the budget shortfall had grown to
$15.7 billion as a result of a reduced revenue outlook, higher costs to fund schools, and decisions by the federal government and courts to block budget cuts. Accordingly, the Governor proposed $16.7 billion in budget actions (including increased
revenues, deep expenditure reductions and other solutions) to address the $15.7 billion budget shortfall and leave the State with an estimated reserve of $1 billion at the end of FY
2012-13.
On June 27,
2012, the Governor signed the 2012 Budget Act, which proposed to balance the budget by making deep spending cuts and shifting some state programs to local entities. Furthermore, the 2012 Budget Act relied heavily on California voters approving
temporary tax increases in the November 2012 election. On November 6, 2012, voters approved the tax increases, which are projected to raise total revenues by an estimated $8.5 billion.
In January 2013, the Governors Budget projected the States budget reserve to be approximately $1 billion for FY
2013-14.
For the first time in several years, the proposed budget did not include proposed solutions to close budget shortfalls (
i.e.
, expenditure
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reductions, revenue increases and other actions). On June 27, 2013, the Governor signed the 2013 Budget Act, which invests in both
K-12
and higher
education and expands health care coverage as the State implements federal health care reform.
The State is a party to
numerous legal proceedings, many of which normally occur in governmental operations and which, if decided against the State, might require the State to make significant future expenditures or impair future revenue sources.
Constitutional and statutory amendments as well as budget developments may affect the ability of California issuers to pay interest and
principal on their obligations. The overall effect may depend upon whether a particular California
tax-exempt
security is a general or limited obligation bond and on the type of security provided for the bond.
It is possible that measures affecting the taxing or spending authority of California or its political subdivisions may be approved or enacted in the future.
Special Risk Considerations Relating to Florida Special Assessment Bonds
. As of March 31, 2013, the High Yield Municipal Fund had invested in Florida special assessment bonds, which are bonds
backed by tax assessments on residential and commercial development projects. The payments on special assessment bonds generally depend on the ability of the developer, builder or homeowner of the home or property to pay tax assessments levied
against the home or property. Due to the concentration of these securities in the High Yield Municipal Fund's portfolio, the net asset value of the High Yield Municipal Fund could be adversely affected by changes in general economic conditions in
the State of Florida, fluctuations in the real estate market, or a particular developer, builder or homeowners inability to continue to pay the tax assessments underlying the special assessment bonds. In addition, the homebuilding industry in
Florida is currently undergoing significant slowing, which could affect the financial health of real estate developers, builders or homeowners. In many cases, special assessment bonds are secured by land which is undeveloped at the time of issuance
but anticipated to be developed within a few years after issuance. In the event of such reduction or slowdown, such development may not occur or may be delayed, thereby increasing the risk of a default on the bonds. Because the special assessments
or taxes securing these bonds are not the personal liability of the owners of the property assessed, the lien on the property is the only security for the bonds. However, the lien created by a special assessment bond is pari passu to other tax liens
on the home or property and senior to all other liens on the home or property. In addition, if there is a default on the special assessment bond, the Fund would have the right to foreclose on the home or property. In most cases, however, the issuer
of these bonds is not required to make payments on the bonds in the event of delinquency in the payment of assessments or taxes, except from amounts, if any, in a reserve fund established for the bonds. In the event of bankruptcy or similar
proceedings with respect to the developer, builder or homeowner of a home or property underlying special assessment bonds held by the Fund, the bonds held by the Fund could lose a significant portion of their value. Such proceedings could occur as
the result of developments unrelated to the home or property underlying special assessment bonds held by the High Yield Municipal Fund.
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Municipal Leases, Certificates of Participation and Other Participation Interests
.
High Quality Floating Rate, Short Duration
Tax-Free,
Government Income, Municipal Income, U.S. Mortgages, Core Fixed Income, Core Plus Fixed Income, Short Duration Income, Investment Grade Credit, High Yield
Municipal, High Yield, Strategic Income, Inflation Protected Securities, Global Income and World Bond Funds may invest in municipal leases, certificates of participation and other participation interests. A municipal lease is an obligation in the
form of a lease or installment purchase which is issued by a state or local government to acquire equipment and facilities. Income from such obligations is generally exempt from state and local taxes in the state of issuance. Municipal leases
frequently involve special risks not normally associated with general obligations or revenue bonds. Leases and installment purchase or conditional sale contracts (which normally provide for title to the leased asset to pass eventually to the
governmental issuer) have evolved as a means for governmental issuers to acquire property and equipment without meeting the constitutional and statutory requirements for the issuance of debt. The debt issuance limitations are deemed to be
inapplicable because of the inclusion in many leases or contracts of non-appropriation clauses that relieve the governmental issuer of any obligation to make future payments under the lease or contract unless money is appropriated for
such purpose by the appropriate legislative body on a yearly or other periodic basis. In addition, such leases or contracts may be subject to the temporary abatement of payments in the event the issuer is prevented from maintaining occupancy of the
leased premises or utilizing the leased equipment. Although the obligations may be secured by the leased equipment or facilities, the disposition of the property in the event of
non-appropriation
or
foreclosure might prove difficult, time consuming and costly, and result in a delay in recovering or the failure to fully recover a Funds original investment. To the extent that a Fund invests in unrated municipal leases or participates in
such leases, the credit quality rating and risk of cancellation of such unrated leases will be monitored on an ongoing basis.
Certificates of participation represent undivided interests in municipal leases, installment purchase agreements or other instruments.
The certificates are typically issued by a trust or other entity which has received an assignment of the payments to be made by the state or political subdivision under such leases or installment purchase agreements.
Certain municipal lease obligations and certificates of participation may be deemed to be illiquid for the purpose of the Funds
limitation on investments in illiquid securities. Other municipal lease obligations and certificates of participation acquired by a Fund may be determined by the Investment Adviser, pursuant to guidelines adopted by the Trustees of the Trust, to be
liquid securities for the purpose of such limitation. In determining the liquidity of municipal lease obligations and certificates of participation, the Investment Adviser will consider a variety of factors, including: (i) the willingness of
dealers to bid for the security; (ii) the number of dealers willing to purchase or sell the obligation and the number of other potential buyers; (iii) the frequency of trades or quotes for the obligation; and (iv) the nature of the
marketplace trades. In addition, the Investment Adviser will consider factors unique to particular lease obligations and certificates of participation affecting the marketability thereof. These include the general creditworthiness of the issuer, the
importance to the issuer of the property covered by the lease and the likelihood that the marketability of the obligation will be maintained throughout the time the obligation is held by a Fund.
High Quality Floating Rate, Short Duration
Tax-Free,
Government Income, Municipal Income, Core
Fixed Income, Core Plus Fixed Income, Short Duration Income, High Yield Municipal, High Yield, Strategic Income, U.S. Mortgages, Investment Grade Credit, Inflation Protected Securities, Global Income and World Bond Funds may purchase participations
in Municipal Securities held by a commercial bank or other financial institution. Such participations provide a Fund with the right to a pro rata undivided interest in the underlying Municipal Securities. In addition, such participations generally
provide a Fund with the right to demand payment, on not more than seven days notice, of all or any part of such Funds participation interest in the underlying Municipal Securities, plus accrued interest.
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Municipal Notes
. Municipal Securities in the form of notes generally are used to
provide for short-term capital needs, in anticipation of an issuers receipt of other revenues or financing, and typically have maturities of up to three years. Such instruments may include tax anticipation notes, revenue anticipation notes,
bond anticipation notes, tax and revenue anticipation notes and construction loan notes. Tax anticipation notes are issued to finance the working capital needs of governments. Generally, they are issued in anticipation of various tax revenues, such
as income, sales, property, use and business taxes, and are payable from these specific future taxes. Revenue anticipation notes are issued in expectation of receipt of other kinds of revenue, such as federal revenues available under federal revenue
sharing programs. Bond anticipation notes are issued to provide interim financing until long-term bond financing can be arranged. In most cases, the long-term bonds then provide the funds needed for repayment of the notes. Tax and revenue
anticipation notes combine the funding sources of both tax anticipation notes and revenue anticipation notes. Construction loan notes are sold to provide construction financing. These notes are secured by mortgage notes insured by the FHA; however,
the proceeds from the insurance may be less than the economic equivalent of the payment of principal and interest on the mortgage note if there has been a default. The obligations of an issuer of municipal notes are generally secured by the
anticipated revenues from taxes, grants or bond financing. An investment in such instruments, however, presents a risk that the anticipated revenues will not be received or that such revenues will be insufficient to satisfy the issuers payment
obligations under the notes or that refinancing will be otherwise unavailable.
Tax Exempt Commercial Paper
. Issues of
commercial paper typically represent short-term, unsecured, negotiable promissory notes. These obligations are issued by state and local governments and their agencies to finance working capital needs of municipalities or to provide interim
construction financing and are paid from general revenues of municipalities or are refinanced with long-term debt. In most cases, tax exempt commercial paper is backed by letters of credit, lending agreements, note repurchase agreements or other
credit facility agreements offered by banks or other institutions.
Pre-Refunded
Municipal Securities
. The principal of and interest on
pre-refunded
Municipal Securities are no longer paid from the original revenue source for the securities. Instead, the source of such payments is
typically an escrow fund consisting of U.S. Government securities. The assets in the escrow fund are derived from the proceeds of refunding bonds issued by the same issuer as the
pre-refunded
Municipal
Securities. Issuers of Municipal Securities use this advance refunding technique to obtain more favorable terms with respect to securities that are not yet subject to call or redemption by the issuer. For example, advance refunding enables an issuer
to refinance debt at lower market interest rates, restructure debt to improve cash flow or eliminate restrictive covenants in the indenture or other governing instrument for the
pre-refunded
Municipal
Securities. However, except for a change in the revenue source from which principal and interest payments are made, the
pre-refunded
Municipal Securities remain outstanding on their original terms until they
mature or are redeemed by the issuer.
Pre-refunded
Municipal Securities are often purchased at a price which represents a premium over their face value.
Private Activity Bonds
. High Quality Floating Rate, Short Duration
Tax-Free,
Government
Income, Municipal Income, U.S. Mortgages, Core Fixed Income, Core Plus Fixed Income, Short Duration Income, Investment Grade Credit, High Yield Municipal, High Yield, Strategic Income, Global Income and World Bond Funds may each invest in certain
types of Municipal Securities, generally referred to as industrial development bonds (and referred to under current tax law as private activity bonds), which are issued by or on behalf of public authorities to obtain funds to provide privately
operated housing facilities, airport, mass transit or port facilities, sewage disposal, solid waste disposal or hazardous waste treatment or disposal facilities and certain local facilities for water supply, gas or electricity. Other types of
industrial development bonds, the proceeds of which are used for the construction, equipment, repair or improvement of privately operated industrial or commercial facilities, may constitute Municipal Securities, although the current federal tax laws
place substantial limitations on the size of such issues. A Tax Exempt Funds distributions of its interest income from private activity bonds may subject certain investors to the federal alternative minimum tax whereas a Taxable Funds
distributions of any tax exempt interest it receives from any source will be taxable for regular federal income tax purposes.
Tender Option Bonds
. A tender option bond is a Municipal Security (generally held pursuant to a custodial arrangement) having a
relatively long maturity and bearing interest at a fixed rate substantially higher than prevailing short-term, tax exempt rates. The bond is typically issued with the agreement of a third party, such as a bank, broker-dealer or other financial
institution, which grants the security holders the option, at periodic intervals, to tender their securities to the institution and receive the face value thereof. As consideration for providing the option, the financial institution receives
periodic fees equal to the difference between the bonds fixed coupon rate and the rate, as determined by a remarketing or similar agent at or near the commencement of such period, that would cause the securities, coupled with the tender
option, to trade at par on the date of such determination. Thus, after payment of this fee, the security holder effectively holds a demand obligation that bears interest at the prevailing short-term, tax exempt rate. However, an institution will not
be obligated to accept tendered bonds in the event of certain defaults or a significant downgrade in the credit rating assigned to the issuer of the bond. The liquidity of a tender option bond is a function of the credit quality of both the bond
issuer and the financial institution providing liquidity. Tender option bonds are deemed to be liquid unless, in the opinion of the Investment Adviser, the credit quality of the bond issuer and the financial institution is deemed, in light of the
Funds credit quality requirements, to be inadequate and the bond would not otherwise be readily marketable. The Tax Exempt Funds intend to invest in tender option bonds the interest on which will, in the opinion of bond counsel, counsel for
the issuer of interests therein or counsel selected by the
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Investment Adviser, be exempt from regular federal income tax. However, because there can be no assurance that the IRS will agree with such counsels opinion in any particular case, there is
a risk that a Tax Exempt Fund will not be considered the owner of such tender option bonds and thus will not be entitled to treat such interest as exempt from such tax. Additionally, the federal income tax treatment of certain other aspects of these
investments, including the proper tax treatment of tender option bonds and the associated fees in relation to various regulated investment company tax provisions is unclear. The Tax Exempt Funds intend to manage their portfolios in a manner designed
to eliminate or minimize any adverse impact from the tax rules applicable to these investments.
Auction Rate
Securities
. High Quality Floating Rate, Short Duration
Tax-Free,
Government Income, Municipal Income, U.S. Mortgages, Core Fixed Income, Core Plus Fixed Income, Short Duration Income, Investment Grade
Credit, High Yield Municipal, High Yield, Strategic Income, Inflation Protected Securities, Global Income and World Bond Funds may invest in auction rate securities. Auction rate securities include auction rate Municipal Securities and auction rate
preferred securities issued by
closed-end
investment companies that invest primarily in Municipal Securities (collectively, auction rate securities). Provided that the auction mechanism is
successful, auction rate securities usually permit the holder to sell the securities in an auction at par value at specified intervals. The dividend is reset by Dutch auction in which bids are made by broker-dealers and other
institutions for a certain amount of securities at a specified minimum yield. The dividend rate set by the auction is the lowest interest or dividend rate that covers all securities offered for sale. While this process is designed to permit auction
rate securities to be traded at par value, there is some risk that an auction will fail due to insufficient demand for the securities. In certain market environments, auction failures may be more prevalent, which may adversely affect the liquidity
and price of auction rate securities. Moreover, between auctions, there may be no secondary market for these securities, and sales conducted on a secondary market may not be on terms favorable to the seller. Thus, with respect to liquidity and price
stability, auction rate securities may differ substantially from cash equivalents, notwithstanding the frequency of auctions and the credit quality of the security. A Fund will take the time remaining until the next scheduled auction date into
account for the purpose of determining the auction rate securities duration.
Dividends on auction rate preferred
securities issued by a
closed-end
fund may be designated as exempt from federal income tax to the extent they are attributable to exempt income earned by the fund on the securities in its portfolio and
distributed to holders of the preferred securities, provided that the preferred securities are treated as equity securities for federal income tax purposes and the
closed-end
fund complies with certain tests
under the Internal Revenue Code of 1986, as amended (the Code).
A Funds investments in auction rate
securities of
closed-end
funds are subject to the limitations prescribed by the Act and certain state securities regulations. The Funds will indirectly bear their proportionate share of any management and
other fees paid by such
closed-end
funds in addition to the advisory fees payable directly by the Funds.
Insurance
. High Quality Floating Rate, Short Duration
Tax-Free,
Government Income, Municipal Income, U.S. Mortgages, Core Fixed Income, Core Plus Fixed
Income, Short Duration Income, Investment Grade Credit, High Yield Municipal, High Yield, Strategic Income, Inflation Protected Securities, Global Income and World Bond Funds may invest in insured tax exempt Municipal Securities. Insured
Municipal Securities are securities for which scheduled payments of interest and principal are guaranteed by a private (non-governmental) insurance company. The insurance only entitles a Fund to receive the face or par value of the securities held
by the Fund. The insurance does not guarantee the market value of the Municipal Securities or the value of the Shares of a Fund.
The Funds may utilize new issue or secondary market insurance. A new issue insurance policy is purchased by a bond issuer who wishes to increase the credit rating of a security. By paying a premium and
meeting the insurers underwriting standards, the bond issuer is able to obtain a high credit rating (usually, Aaa from Moodys or AAA from Standard & Poors) for the issued security. Such insurance is likely to increase the
purchase price and resale value of the security. New issue insurance policies generally are
non-cancelable
and continue in force as long as the bonds are outstanding.
A secondary market insurance policy is purchased by an investor (such as a Fund) subsequent to a bonds original issuance and
generally insures a particular bond for the remainder of its term. The Funds may purchase bonds which have already been insured under a secondary market insurance policy by a prior investor, or the Funds may directly purchase such a policy from
insurers for bonds which are currently uninsured.
An insured Municipal Security acquired by a Fund will typically be covered
by only one of the above types of policies.
Standby Commitments
. In order to enhance the liquidity of Municipal
Securities, the Tax Exempt Funds and Strategic Income, Short Duration Income, Global Income and World Bond Funds may acquire the right to sell a security to another party at a guaranteed price and date. Such a right to resell may be referred to as a
standby commitment or liquidity put, depending on its characteristics. The aggregate
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price which a Fund pays for securities with standby commitments may be higher than the price which otherwise would be paid for the securities. Standby commitments may not be available or may not
be available on satisfactory terms.
Standby commitments may involve letters of credit issued by domestic or foreign banks
supporting the other partys ability to purchase the security from a Fund. The right to sell may be exercisable on demand or at specified intervals, and may form part of a security or be acquired separately by a Fund. In considering whether a
security meets a Funds quality standards, the particular Fund will look to the creditworthiness of the party providing the Fund with the right to sell as well as the quality of the security itself.
The Funds value Municipal Securities which are subject to standby commitments at amortized cost. The exercise price of the standby
commitments is expected to approximate such amortized cost. No value is assigned to the standby commitments for purposes of determining a Funds net asset value. The cost of a standby commitment is carried as unrealized depreciation from the
time of purchase until it is exercised or expires. Because the value of a standby commitment is dependent on the ability of the standby commitment writer to meet its obligation to repurchase, a Funds policy is to enter into standby commitment
transactions only with banks, brokers or dealers which present a minimal risk of default.
The Investment Adviser understands
that the IRS has issued a favorable revenue ruling to the effect that, under specified circumstances, a registered investment company will be the owner of tax exempt municipal obligations acquired subject to a put option. The IRS has subsequently
announced that it will not ordinarily issue advance ruling letters as to the identity of the true owner of property in cases involving the sale of securities or participation interests therein if the purchaser has the right to cause the security, or
the participation interest therein, to be purchased by either the seller or a third party. The Funds intend to take the position that they are the owner of any Municipal Securities acquired subject to a standby commitment or acquired or held with
certain other types of put rights and that tax exempt interest earned with respect to such Municipal Securities will be tax exempt in their hands. There is no assurance that standby commitments will be available to the Funds nor have the Funds
assumed that such commitments would continue to be available under all market conditions.
Call Risk and Reinvestment
Risk
. Municipal Securities may include call provisions which permit the issuers of such securities, at any time or after a specified period, to redeem the securities prior to their stated maturity. In the event that Municipal
Securities held in a Funds portfolio are called prior to the maturity, the Fund will be required to reinvest the proceeds on such securities at an earlier date and may be able to do so only at lower yields, thereby reducing the Funds
return on its portfolio securities.
Tobacco Settlement Revenue Bonds
. The Short Duration
Tax-Free
Fund, Municipal Income Fund, High Yield Municipal Fund, Short Duration Income Fund, Strategic Income Fund, Global Income and World Bond Fund may each invest a portion of its assets in tobacco settlement
revenue bonds. Tobacco settlement revenue bonds are municipal obligations that are backed entirely by expected revenues to be derived from lawsuits involving tobacco related deaths and illnesses which were settled between certain states and American
tobacco companies. Tobacco settlement revenue bonds are secured by an issuing states proportionate share in the Master Settlement Agreement (MSA). The MSA is an agreement, reached out of court in November 1998 between 46 states and
nearly all of the U.S. tobacco manufacturers. The MSA provides for annual payments in perpetuity by the manufacturers to the states in exchange for releasing all claims against the manufacturers and a pledge of no further litigation. Tobacco
manufacturers pay into a master escrow trust based on their market share, and each state receives a fixed percentage of the payment as set forth in the MSA. A number of states have securitized the future flow of those payments by selling bonds
pursuant to indentures or through distinct governmental entities created for such purpose. The principal and interest payments on the bonds are backed by the future revenue flow related to the MSA. Annual payments on the bonds, and thus risk to a
Fund, are highly dependent on the receipt of future settlement payments to the state or its governmental entity.
The actual
amount of future settlement payments is further dependent on many factors, including, but not limited to, annual domestic cigarette shipments, reduced cigarette consumption, increased taxes on cigarettes, inflation, financial capability of tobacco
companies, continuing litigation and the possibility of tobacco manufacturer bankruptcy. The initial and annual payments made by the tobacco companies will be adjusted based on a number of factors, the most important of which is domestic cigarette
consumption. If the volume of cigarettes shipped in the U.S. by manufacturers participating in the settlement decreases significantly, payments due from them will also decrease. Demand for cigarettes in the U.S. could continue to decline due to
price increases needed to recoup the cost of payments by tobacco companies. Demand could also be affected by: anti-smoking campaigns, tax increases, reduced advertising, enforcement of laws prohibiting sales to minors; elimination of certain sales
venues such as vending machines; and the spread of local ordinances restricting smoking in public places. As a result, payments made by tobacco manufacturers could be negatively impacted if the decrease in tobacco consumption is significantly
greater than the forecasted decline. A market share loss by the MSA companies to
non-MSA
participating tobacco manufacturers would cause a downward adjustment in the payment amounts. A participating
manufacturer filing for bankruptcy also could cause delays or reductions in bond payments. The MSA itself has been subject to legal challenges and has, to date, withstood those challenges.
B-45
Foreign Investments
Core Fixed Income, Core Plus Fixed Income, Short Duration Income, U.S. Mortgages, Investment Grade Credit, Global Income, High Yield, High Yield Floating Rate, Strategic Income, Emerging Markets Debt,
Inflation Protected Securities and World Bond Funds may invest in securities of foreign issuers, including securities quoted or denominated in a currency other than U.S. dollars. Enhanced Income and High Quality Floating Rate Funds may only invest
in securities of foreign issuers that are denominated in U.S. dollars. Local Emerging Markets Debt Fund invests primarily in securities denominated in currencies other than U.S. dollars. Investments in foreign securities may offer potential benefits
not available from investments solely in U.S. dollar-denominated or quoted securities of domestic issuers. Such benefits may include the opportunity to invest in foreign issuers that appear, in the opinion of the Investment Adviser, to offer the
potential for better long term growth of capital and income than investments in U.S. securities, the opportunity to invest in foreign countries with economic policies or business cycles different from those of the United States and the opportunity
to reduce fluctuations in portfolio value by taking advantage of foreign securities markets that do not necessarily move in a manner parallel to U.S. markets. Investing in the securities of foreign issuers also involves, however, certain special
risks, including those discussed in the Funds Prospectuses and those set forth below, which are not typically associated with investing in U.S. dollar-denominated securities or quoted securities of U.S. issuers.
With respect to investments in certain foreign countries, there exist certain economic, political and social risks, including the risk of
adverse political developments, nationalization, military unrest, social instability, war and terrorism, confiscation without fair compensation, expropriation or confiscatory taxation, limitations on the movement of funds and other assets between
different countries, or diplomatic developments, any of which could adversely affect a Funds investments in those countries. Governments in certain foreign countries continue to participate to a significant degree, through ownership interest
or regulation, in their respective economies. Action by these governments could have a significant effect on market prices of securities and dividend payments. Individual foreign economies may differ favorably or unfavorably from the U.S. economy in
such respects as growth of gross national product, rate of inflation, capital reinvestment, resource self-sufficiency and balance of payments position.
Many countries throughout the world are dependent on a healthy U.S. economy and are adversely affected when the U.S. economy weakens or its markets decline. Additionally, many foreign country economies
are heavily dependent on international trade and are adversely affected by protective trade barriers and economic conditions of their trading partners. Protectionist trade legislation enacted by those trading partners could have a significant
adverse affect on the securities markets of those countries.
Investments in foreign securities often involve currencies of
foreign countries. Accordingly, a Fund that invests in foreign securities may be affected favorably or unfavorably by changes in currency rates and in exchange control regulations and may incur costs in connection with conversions between various
currencies. The Funds may be subject to currency exposure independent of their securities positions. To the extent that a Fund is fully invested in foreign securities while also maintaining net currency positions, it may be exposed to greater
combined risk.
Currency exchange rates may fluctuate significantly over short periods of time. They generally are determined
by the forces of supply and demand in the foreign exchange markets and the relative merits of investments in different countries, actual or anticipated changes in interest rates and other complex factors, as seen from an international perspective.
Currency exchange rates also can be affected unpredictably by intervention (or the failure to intervene) by U.S. or foreign governments or central banks or by currency controls or political developments in the United States or abroad. To the extent
that a portion of a Funds total assets, adjusted to reflect the Funds net position after giving effect to currency transactions, is denominated or quoted in the currencies of foreign countries, the Fund will be more susceptible to the
risk of adverse economic and political developments within those countries. A Funds net currency positions may expose it to risks independent of its securities positions.
Because foreign issuers generally are not subject to uniform accounting, auditing and financial reporting standards, practices and
requirements comparable to those applicable to U.S. companies, there may be less publicly available information about a foreign company than about a comparable U.S. company. Volume and liquidity in most foreign securities markets are less than in
the United States markets and securities of many foreign companies are less liquid and more volatile than securities of comparable U.S. companies. The securities of foreign issuers may be listed on foreign securities exchanges or traded in foreign
over-the-counter
markets. Fixed commissions on foreign securities exchanges are generally higher than negotiated commissions on U.S. exchanges, although each Fund endeavors to
achieve the most favorable net results on its portfolio transactions. There is generally less government supervision and regulation of foreign securities markets and exchanges, brokers, dealers and listed and unlisted companies than in the United
States, and the legal remedies for investors may be more limited than the remedies available in the United States. For example, there may be no comparable provisions under certain foreign laws to insider trading and similar investor protections that
apply with respect to securities transactions consummated in the United States. Mail service between the United States and foreign countries may be slower or less reliable than within the United States, thus increasing the risk of delayed settlement
of portfolio transactions or loss of certificates for portfolio securities.
B-46
Foreign markets also have different clearance and settlement procedures, and in certain
markets there have been times when settlements have been unable to keep pace with the volume of securities transactions, making it difficult to conduct such transactions. Such delays in settlement could result in temporary periods when a portion of
the assets of a Fund are uninvested and no return is earned on such assets. The inability of a Fund to make intended security purchases due to settlement problems could cause the Fund to miss attractive investment opportunities. Inability to dispose
of portfolio securities due to settlement problems could result either in losses to the Fund due to subsequent declines in value of the portfolio securities, or, if the Fund has entered into a contract to sell the securities, in possible liability
to the purchaser.
Foreign Government Obligations
. Foreign government obligations include securities, instruments and
obligations issued or guaranteed by a foreign government, its agencies, instrumentalities or sponsored enterprises. Investment in foreign government obligations can involve a high degree of risk. The governmental entity that controls the repayment
of foreign government obligations may not be able or willing to repay the principal and/or interest when due in accordance with the terms of such debt. A governmental entitys willingness or ability to repay principal and interest due in a
timely manner may be affected by, among other factors, its cash flow situation, the extent of its foreign reserves, the availability of sufficient foreign exchange on the date a payment is due, the relative size of the debt service burden to the
economy as a whole, the governmental entitys policy towards the International Monetary Fund and the political constraints to which a governmental entity may be subject. Governmental entities may also be dependent on expected disbursements from
foreign governments, multilateral agencies and others abroad to reduce principal and interest on their debt. The commitment on the part of these governments, agencies and others to make such disbursements may be conditioned on a governmental
entitys implementation of economic reforms and/or economic performance and the timely service of such debtors obligations. Failure to implement such reforms, achieve such levels of economic performance or repay principal or interest when
due may result in the cancellation of such third parties commitments to lend funds to the governmental entity, which may further impair such debtors ability or willingness to services its debts in a timely manner. Consequently,
governmental entities may default on their debt. Holders of foreign government obligations (including a Fund) may be requested to participate in the rescheduling of such debt and to extend further loans to governmental agencies.
Investing in Emerging Countries
Market Characteristics
.
Of the Core Fixed Income, Core Plus Fixed Income, Short Duration Income, Investment Grade Credit, Global Income, and High Yield Funds investments in foreign
securities, 10%, 15%, 20%, 10%, 10% and 25% of their respective total assets may be invested in emerging countries. The Emerging Markets Debt, Local Emerging Markets Debt, High Yield Floating Rate, Strategic Income, Inflation Protected Securities
and World Bond Funds are not limited in the amount of their assets that may be invested in emerging countries. Investment in debt securities of emerging country issuers involves special risks. The development of a market for such securities is a
relatively recent phenomenon and debt securities of most emerging country issuers are less liquid and are generally subject to greater price volatility than securities of issuers in the United States and other developed countries. In certain
countries, there may be fewer publicly traded securities, and the market may be dominated by a few issuers or sectors. The markets for securities of emerging countries may have substantially less volume than the market for similar securities in the
United States and may not be able to absorb, without price disruptions, a significant increase in trading volume or trade size. Additionally, market making and arbitrage activities are generally less extensive in such markets, which may contribute
to increased volatility and reduced liquidity of such markets. The less liquid the market, the more difficult it may be for a Fund to price accurately its portfolio securities or to dispose of such securities at the times determined to be
appropriate. The risks associated with reduced liquidity may be particularly acute to the extent that a Fund needs cash to meet redemption requests, to pay dividends and other distributions or to pay its expenses.
A Funds purchase and sale of portfolio securities in certain emerging countries may be constrained by limitations as to daily
changes in the prices of listed securities, periodic trading or settlement volume and/or limitations on aggregate holdings of foreign investors. Such limitations may be computed based on the aggregate trading volume by or holdings of a Fund, the
Investment Adviser, its affiliates and their respective clients and other service providers. A Fund may not be able to sell securities in circumstances where price, trading or settlement volume limitations have been reached.
Securities markets of emerging countries may also have less efficient clearance and settlement procedures than U.S. markets, making it
difficult to conduct and complete transactions. Delays in the settlement could result in temporary periods when a portion of a Funds assets is uninvested and no return is earned thereon. Inability to make intended security purchases could
cause the Fund to miss attractive investment opportunities. Inability to dispose of portfolio securities could result either in losses to a Fund due to subsequent declines in value of the portfolio security or, if a Fund has entered into a contract
to sell the security, could result in possible liability of a Fund to the purchaser.
Transaction costs, including brokerage
commissions and dealer mark-ups, in emerging countries may be higher than in the U.S. and other developed securities markets. As legal systems in emerging countries develop, foreign investors may be adversely affected by new or amended laws and
regulations. In circumstances where adequate laws exist, it may not be possible to obtain swift and equitable enforcement of the law.
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Custodial and/or settlement systems in emerging markets countries may not be fully
developed. To the extent a Fund invests in emerging markets, Fund assets that are traded in such markets and will have been entrusted to such
sub-custodians
in those markets may be exposed to risks for which
the
sub-custodian
will have no liability.
With respect to investments in certain
emerging countries, antiquated legal systems may have an adverse impact on the Funds. For example, while the potential liability of a shareholder of a U.S. corporation with respect to acts of the corporation is generally limited to the amount of the
shareholders investment, the notion of limited liability is less clear in certain emerging market countries. Similarly, the rights of investors in emerging market companies may be more limited than those of investors of U.S. corporations.
Economic, Political and Social Factors
. Emerging countries may be subject to a greater degree of economic, political
and social instability than the United States, Japan and most Western European countries, and unanticipated political and social developments may affect the value of a Funds investments in emerging countries and the availability to the Fund of
additional investments in such countries. Moreover, political and economic structures in many emerging countries may be undergoing significant evolution and rapid development. Instability may result from, among other things: (i) authoritarian
governments or military involvement in political and economic decision-making, including changes or attempted changes in government through extra-constitutional means; (ii) popular unrest associated with demands for improved economic, political
and social conditions; (iii) internal insurgencies; (iv) hostile relations with neighboring countries; (v) ethnic, religious and racial disaffection and conflict; and (vi) the absence of developed legal structures governing
foreign private property. Many emerging countries have experienced in the past, and continue to experience, high rates of inflation. In certain countries, inflation has at times accelerated rapidly to hyperinflationary levels, creating a negative
interest rate environment and sharply eroding the value of outstanding financial assets in those countries. The economies of many emerging countries are heavily dependent upon international trade and are accordingly affected by protective trade
barriers and the economic conditions of their trading partners. In addition, the economies of some emerging countries may differ unfavorably from the U.S. economy in such respects as growth of gross domestic product, rate of inflation, capital
reinvestment, resources, self-sufficiency and balance of payments position.
Restrictions on Investment and
Repatriation
. Certain emerging countries require governmental approval prior to investments by foreign persons or limit investments by foreign persons to only a specified percentage of an issuers outstanding securities or a specific class
of securities which may have less advantageous terms (including price) than securities of the issuer available for purchase by nationals. Repatriation of investment income and capital from certain emerging countries is subject to certain
governmental consents. Even where there is no outright restriction on repatriation of capital, the mechanics of repatriation may affect the operation of a Fund.
Emerging Country Government Obligations
. Emerging country governmental entities are among the largest debtors to commercial banks, foreign governments, international financial organizations and
other financial institutions. Certain emerging country governmental entities have not been able to make payments of interest on or principal of debt obligations as those payments have come due. Obligations arising from past restructuring agreements
may affect the economic performance and political and social stability of those entities.
The ability of emerging country
governmental entities to make timely payments on their obligations is likely to be influenced strongly by the entitys balance of payments, including export performance, and its access to international credits and investments. An emerging
country whose exports are concentrated in a few commodities could be vulnerable to a decline in the international prices of one or more of those commodities. Increased protectionism on the part of an emerging countrys trading partners could
also adversely affect the countrys exports and tarnish its trade account surplus, if any. To the extent that emerging countries receive payment for their exports in currencies other than dollars or
non-emerging
country currencies, the emerging country governmental entitys ability to make debt payments denominated in dollars or
non-emerging
market currencies
could be affected.
To the extent that an emerging country cannot generate a trade surplus, it must depend on continuing loans
from foreign governments, multilateral organizations or private commercial banks, aid payments from foreign governments and on inflows of foreign investment. The access of emerging countries to these forms of external funding may not be certain, and
a withdrawal of external funding could adversely affect the capacity of emerging country governmental entities to make payments on their obligations. In addition, the cost of servicing emerging country debt obligations can be affected by a change in
international interest rates because the majority of these obligations carry interest rates that are adjusted periodically based upon international rates.
Another factor bearing on the ability of emerging countries to repay debt obligations is the level of international reserves of a country. Fluctuations in the level of these reserves affect the amount of
foreign exchange readily available for external debt payments and thus could have a bearing on the capacity of emerging countries to make payments on these debt obligations.
As a result of the foregoing or other factors, a governmental obligor, especially in an emerging country, may default on its obligations. If such an event occurs, a Fund may have limited legal recourse
against the issuer and/or guarantor. Remedies must, in
B-48
some cases, be pursued in the courts of the defaulting party itself, and the ability of the holder of foreign government obligations to obtain recourse may be subject to the political climate in
the relevant country. In addition, no assurance can be given that the holders of commercial bank debt will not contest payments to the holders of other foreign government obligations in the event of default under the commercial bank loan agreements.
Brady Bonds
. Certain foreign debt obligations commonly referred to as Brady Bonds are created through the
exchange of existing commercial bank loans to foreign borrowers for new obligations in connection with debt restructurings under a plan introduced by former U.S. Secretary of the Treasury, Nicholas F. Brady (the Brady Plan).
Brady Bonds may be collateralized or uncollateralized and issued in various currencies (although most are dollar-denominated) and they
are actively traded in the
over-the-counter
secondary market. Certain Brady Bonds are collateralized in full as to principal due at maturity by zero coupon obligations
issued or guaranteed by the U.S. Government, its agencies or instrumentalities having the same maturity (Collateralized Brady Bonds). Brady Bonds are not, however, considered to be U.S. Government securities.
Dollar-denominated, Collateralized Brady Bonds may be fixed rate bonds or floating rate bonds. Interest payments on Brady Bonds are often
collateralized by cash or securities in an amount that, in the case of fixed rate bonds, is equal to at least one year of rolling interest payments or, in the case of floating rate bonds, initially is equal to at least one years rolling
interest payments based on the applicable interest rate at that time and is adjusted at regular intervals thereafter. Certain Brady Bonds are entitled to value recovery payments in certain circumstances, which in effect constitute
supplemental interest payments but generally are not collateralized. Brady Bonds are often viewed as having three or four valuation components: (i) collateralized repayment of principal at final maturity; (ii) collateralized interest
payments; (iii) uncollateralized interest payments; and (iv) any uncollateralized repayment of principal at maturity (these uncollateralized amounts constitute the residual risk). In the event of a default with respect to
Collateralized Brady Bonds as a result of which the payment obligations of the issuer are accelerated, the U.S. Treasury zero coupon obligations held as collateral for the payment of principal will not be distributed to investors, nor will such
obligations be sold and the proceeds distributed. The collateral will be held by the collateral agent to the scheduled maturity of the defaulted Brady Bonds, which will continue to be outstanding, at which time the face amount of the collateral will
equal the principal payments which would have been due on the Brady Bonds in the normal course. In addition, in light of the residual risk of Brady Bonds and, among other factors, the history of defaults with respect to commercial bank loans by
public and private entities of countries issuing Brady Bonds, investments in Brady Bonds should be viewed as speculative.
Restructured Investments
. Included among the issuers of emerging country debt securities are entities organized and operated
solely for the purpose of restructuring the investment characteristics of various securities. These entities are often organized by investment banking firms which receive fees in connection with establishing each entity and arranging for the
placement of its securities. This type of restructuring involves the deposit with or purchase by an entity, such as a corporation or trust, or specified instruments, such as Brady Bonds, and the issuance by the entity of one or more classes of
securities (Restructured Investments) backed by, or representing interests in, the underlying instruments. The cash flow on the underlying instruments may be apportioned among the newly issued Restructured Investments to create
securities with different investment characteristics such as varying maturities, payment priorities or investment rate provisions. Because Restructured Investments of the type in which the Fund may invest typically involve no credit enhancement,
their credit risk will generally be equivalent to that of the underlying instruments.
The Core Plus Fixed Income Fund, Short
Duration Income Fund, Investment Grade Credit Fund, Emerging Markets Debt Fund, Local Emerging Markets Debt Fund, High Yield Floating Rate Fund, Strategic Income, Inflation Protected Securities and World Bond Funds are permitted to invest in a class
of Restructured Investments that is either subordinated or unsubordinated to the right of payment of another class. Subordinated Restructured Investments typically have higher yields and present greater risks than unsubordinated Restructured
Investments. Although a Funds purchases of subordinated Restructured Investments would have a similar economic effect to that of borrowing against the underlying securities, such purchases will not be deemed to be borrowing for purposes of the
limitations placed on the extent of the Funds assets that may be used for borrowing.
Certain issuers of Restructured
Investments may be deemed to be investment companies as defined in the Act. As a result, the Funds investments in these Restructured Investments may be limited by the restrictions contained in the Act. Restructured Investments are
typically sold in private placement transactions, and there currently is no active trading market for most Restructured Investments.
Forward Foreign Currency Exchange Contracts
. Core Fixed Income, Core Plus Fixed Income, Short Duration Income, Investment Grade Credit, Global Income, High Yield, Emerging Markets Debt, Local
Emerging Markets Debt, High Yield Floating Rate, Strategic Income, Inflation Protected Securities and World Bond Funds may enter into forward foreign currency exchange contracts for hedging purposes and to seek to increase total return. U.S.
Mortgages Fund may enter into forward foreign currency exchange contracts for hedging purposes only. A forward foreign currency exchange contract involves an obligation to purchase or sell a specific currency at a future date, which may be any fixed
number of days from the date of the contract agreed upon by the parties, at a
B-49
price set at the time of the contract. These contracts are traded in the interbank market and are conducted directly between currency traders (usually large commercial banks) and their customers.
A forward contract generally has no deposit requirement, and no commissions are generally charged at any stage for trades.
At
the maturity of a forward contract, a Fund may either accept or make delivery of the currency specified in the contract or, at or prior to maturity, enter into a closing purchase transaction involving the purchase or sale of an offsetting contract.
Closing purchase transactions with respect to forward contracts are usually effected with the currency trader who is a party to the original forward contract.
The Funds may enter into forward foreign currency exchange contracts for hedging purposes in several circumstances. First, when a Fund enters into a contract for the purchase or sale of a security quoted
or denominated in a foreign currency, or when a Fund anticipates the receipt in a foreign currency of a dividend or interest payment on such a security which it holds, a Fund may desire to lock in the U.S. dollar price of the security or
the U.S. dollar equivalent of such dividend or interest payment, as the case may be. By entering into a forward contract for the purchase or sale, for a fixed amount of U.S. dollars, of the amount of foreign currency involved in the underlying
transactions, a Fund may attempt to protect itself against an adverse change in the relationship between the U.S. dollar and the subject foreign currency during the period between the date on which the security is purchased or sold, or on which the
dividend or interest payment is declared, and the date on which such payments are made or received.
Additionally, when the
Investment Adviser believes that the currency of a particular foreign country may suffer a substantial decline against the U.S. dollar, it may enter into a forward contract to sell, for a fixed amount of U.S. dollars, the amount of foreign currency
approximating the value of some or all of a Funds portfolio securities quoted or denominated in such foreign currency. The precise matching of the forward contract amounts and the value of the securities involved will not generally be possible
because the future value of such securities in foreign currencies will change as a consequence of market movements in the value of those securities between the date on which the contract is entered into and the date it matures. Using forward
contracts to protect the value of a Funds portfolio securities against a decline in the value of a currency does not eliminate fluctuations in the underlying prices of the securities. It simply establishes a rate of exchange which a Fund can
achieve at some future point in time. The precise projection of short-term currency market movements is not possible, and short-term hedging provides a means of fixing the U.S. dollar value of only a portion of a Funds foreign assets.
Core Fixed Income, Core Plus Fixed Income, Short Duration Income, Investment Grade Credit, Global Income, High Yield, High
Yield Floating Rate, Strategic Income, Emerging Markets Debt, Local Emerging Markets Debt, Inflation Protected Securities and World Bond Funds may engage in cross-hedging by using forward contracts in one currency to hedge against fluctuations in
the value of securities denominated or quoted in a different currency if the Investment Adviser determines that there is a pattern of correlation between the two currencies. In addition, certain Funds may enter into foreign currency transactions to
seek a closer correlation between a Funds overall currency exposures and the currency exposures of a Funds performance benchmark.
A Fund is not required to post cash collateral with its
non-U.S.
counterparties in certain foreign currency transactions. Accordingly, a Fund may remain more fully
invested (and more of the Funds assets may be subject to investment and market risk) than if it were required to post collateral with its counterparties (which is the case with U.S. counterparties). Because a Funds
non-U.S.
counterparties are not required to post cash collateral with the Fund, the Fund will be subject to additional counterparty risk.
As an investment company registered with the SEC, a Fund must identify on its books liquid assets, or engage in other appropriate measures, to cover open positions with respect to its
transactions in forward contracts. In the case of forward contracts that do not cash settle, for example, a Fund must identify on its books liquid assets equal to the full notional amount of the forward contracts while the positions are open. With
respect to forward contracts that are required to cash settle, however, a Fund may identify liquid assets in an amount equal to the Funds daily
marked-to-market
net obligations (i.e., the Funds daily net liability) under the forward contracts, if any, rather than their full notional amount. Each Fund reserves the right to modify its asset segregation policies in the future in its discretion. By
identifying assets equal to only its net obligations under cash-settled forward contracts, the Fund will have the ability to employ leverage to a greater extent than if the Fund were required to identify assets equal to the full notional amount of
the forward contracts.
While the Funds may enter into forward contracts to seek to reduce currency exchange rate risks,
transactions in such contracts involve certain other risks. Thus, while the Funds may benefit from such transactions, unanticipated changes in currency prices may result in a poorer overall performance for a Fund than if it had not engaged in any
such transactions. Moreover, there may be imperfect correlation between a Funds portfolio holdings of securities quoted or denominated in a particular currency and forward contracts entered into by a Fund. Such imperfect correlation may cause
the Fund to sustain losses which will prevent the Fund from achieving a complete hedge or expose the Fund to risk of foreign exchange loss.
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Markets for trading forward foreign currency contracts offer less protection against
defaults than is available when trading in currency instruments on an exchange. Forward contracts are subject to the risk that the counterparty to such contract will default on its obligations. Because a forward foreign currency exchange contract is
not guaranteed by an exchange or clearinghouse, a default on the contract would deprive a Fund of unrealized profits, transaction costs or the benefits of a currency hedge or force the Fund to cover its purchase or sale commitments, if any, at the
current market price. In addition, the institutions that deal in forward currency contracts are not required to continue to make markets in the currencies they trade and these markets can experience periods of illiquidity. A Fund will not enter into
forward foreign currency exchange contracts, unless the credit quality of the unsecured senior debt or the claims-paying ability of the counterparty is considered to be investment grade by the Investment Adviser. To the extent that a substantial
portion of a Funds total assets, adjusted to reflect the Funds net position after giving effect to currency transactions, is denominated or quoted in the currencies of foreign countries, the Fund will be more susceptible to the risk of
adverse economic and political developments within those countries.
Investing in Europe
Certain of the Funds may operate in euros and/or may hold euros and/or euro-denominated bonds and other obligations. The euro requires
participation of multiple sovereign states forming the Euro zone and is therefore sensitive to the credit, general economic and political position of each such state, including each states actual and intended ongoing engagement with and/or
support for the other sovereign states then forming the European Union, in particular those within the Euro zone. Changes in these factors might materially adversely impact the value of securities that the Funds have invested in.
European countries can be significantly affected by the tight fiscal and monetary controls that the European Economic and Monetary Union
(EMU) imposes for membership. Europes economies are diverse, its governments are decentralized, and its cultures vary widely. Several EU countries, including Greece, Ireland, Italy, Spain and Portugal, have faced budget issues,
some of which may have negative long-term effects for the economies of those countries and other EU countries. There is continued concern about national-level support for the euro and the accompanying coordination of fiscal and wage policy among EMU
member countries. Member countries are required to maintain tight control over inflation, public debt, and budget deficit to qualify for membership in the EMU. These requirements can severely limit the ability of EMU member countries to implement
monetary policy to address regional economic conditions.
Investing in Central and South American Countries
A significant portion of the Emerging Markets Debt, Local Emerging Markets Debt, Short Duration Income and World Bond Funds
portfolios may be invested in issuers located in Central and South American countries. Securities markets in Central and South American countries may experience greater volatility than in other emerging countries. In addition, a number of Central
and South American countries are among the largest emerging country debtors. There have been moratoria on, and reschedulings of, repayment with respect to these debts. Such events can restrict the flexibility of these debtor nations in the
international markets and result in the imposition of onerous conditions on their economies.
Many of the currencies of
Central and South American countries have experienced steady devaluation relative to the U.S. dollar, and major devaluations have historically occurred in certain countries. Any devaluations in the currencies in which a Funds portfolio
securities are denominated may have a detrimental impact on the Fund. There is also a risk that certain Central and South American countries may restrict the free conversion of their currencies into other currencies. Some Central and South American
countries may have managed currencies which are not free floating against the U.S. dollar. This type of system can lead to sudden and large adjustments in the currency that, in turn, can have a disruptive and negative effect on foreign investors.
Certain Central and South American currencies may not be internationally traded and it would be difficult for a Fund to engage in foreign currency transactions designed to protect the value of the Funds interests in securities denominated in
such currencies.
The emergence of the Central and South American economies and securities markets will require continued
economic and fiscal discipline that has been lacking at times in the past, as well as stable political and social conditions. Governments of many Central and South American countries have exercised and continue to exercise substantial influence over
many aspects of the private sector. The political history of certain Central and South American countries has been characterized by political uncertainty, intervention by the military in civilian and economic spheres and political corruption. Such
developments, if they were to recur, could reverse favorable trends toward market and economic reform, privatization and removal of trade barriers.
International economic conditions, particularly those in the United States, as well as world prices for oil and other commodities may also influence the recovery of the Central and South American
economies. Because commodities such as oil, gas, minerals and metals represent a significant percentage of the regions exports, the economies of Central and South American countries are
B-51
particularly sensitive to fluctuations in commodity prices. As a result, the economies in many of these countries can experience significant volatility.
Certain Central and South American countries have entered into regional trade agreements that would, among other things, reduce barriers
among countries, increase competition among companies and reduce government subsidies in certain industries. No assurance can be given that these changes will result in the economic stability intended. There is a possibility that these trade
arrangements will not be implemented, will be implemented but not completed or will be completed but then partially or completely unwound. It is also possible that a significant participant could choose to abandon a trade agreement, which could
diminish its credibility and influence. Any of these occurrences could have adverse effects on the markets of both participating and
non-participating
countries, including share appreciation or depreciation of
participants national currencies and a significant increase in exchange rate volatility, a resurgence in economic protectionism, an undermining of confidence in the Central and South American markets, an undermining of Central and South
American economic stability, the collapse or slowdown of the drive toward Central and South American economic unity, and/or reversion of the attempts to lower government debt and inflation rates that were introduced in anticipation of such trade
agreements. Such developments could have an adverse impact on the Funds investments in Central and South America generally or in specific countries participating in such trade agreements.
Interest Rate Swaps, Mortgage Swaps, Credit Swaps, Currency Swaps, Total Return Swaps, Options on Swaps and Interest Rate Caps, Floors and Collars
Each Fund may enter into interest rate, credit and total return swaps. Each Fund may also enter into interest rate caps,
floors and collars. In addition, High Quality Floating Rate, Short Duration Government, Government Income, U.S. Mortgages, Core Fixed Income, Core Plus Fixed Income, Short Duration Income, Investment Grade Credit, Global Income, High Yield, High
Yield Floating Rate, Strategic Income and Inflation Protected Securities Funds may enter into mortgage swaps; and Core Fixed Income, Core Plus Fixed Income, Short Duration Income, Investment Grade Credit, High Yield, High Yield Floating Rate,
Strategic Income, Global Income, Emerging Markets Debt, Local Emerging Markets Debt, Inflation Protected Securities and World Bond Funds may enter into currency swaps. Each Fund may also purchase and write (sell) options contracts on swaps, commonly
referred to as swaptions.
Each Fund may enter into swap transactions for hedging purposes or to seek to increase total
return. As examples, a Fund may enter into swap transactions for the purpose of attempting to obtain or preserve a particular return or spread at a lower cost than obtaining a return or spread through purchases and/or sales of instruments in other
markets, to protect against currency fluctuations, as a duration management technique, to protect against any increase in the price of securities a Fund anticipates purchasing at a later date, or to gain exposure to certain markets in an economical
way.
In a standard swap transaction, two parties agree to exchange the returns, differentials in rates of return
or some other amount earned or realized on particular predetermined investments or instruments, which may be adjusted for an interest factor. The gross returns to be exchanged or swapped between the parties are generally calculated with
respect to a notional amount,
i.e.
, the return on or increase in value of a particular dollar amount invested at a particular interest rate, in a particular foreign currency or security, or in a basket of securities
representing a particular index. Bilateral swap agreements are two party contracts entered into primarily by institutional investors. Cleared swaps are transacted through futures commission merchants (FCMs) that are members of central
clearinghouses with the clearinghouse serving as a central counterparty similar to transactions in futures contracts. Funds post initial and variation margin by making payments to their clearing member FCMs.
Interest rate swaps involve the exchange by a Fund with another party of their respective commitments to pay or receive interest, such as
an exchange of fixed-rate payments for floating rate payments. Mortgage swaps are similar to interest rate swaps in that they represent commitments to pay and receive interest. The notional principal amount, however, is tied to a reference pool or
pools of mortgages. Credit swaps involve the exchange of a floating or fixed rate payment in return for assuming potential credit losses of an underlying security, or pool of securities. Loan credit default swaps are similar to credit default swaps
on bonds, except that the underlying protection is sold on secured loans of a reference entity rather than a broader category of bonds or loans. Loan credit default swaps may be on single names or on baskets of loans, both tranched and untranched.
Currency swaps involve the exchange of the parties respective rights to make or receive payments in specified currencies. Total return swaps are contracts that obligate a party to pay or receive interest in exchange for payment by the other
party of the total return generated by a security, a basket of securities, an index, or an index component.
A swaption is an
option to enter into a swap agreement. Like other types of options, the buyer of a swaption pays a
non-refundable
premium for the option and obtains the right, but not the obligation, to enter into or modify
an underlying swap or to modify the terms of an existing swap on agreed-upon terms. The seller of a swaption, in exchange for the premium, becomes obligated (if the option is exercised) to enter into or modify an underlying swap on agreed-upon
terms, which generally entails a greater risk of loss than incurred in buying a swaption. The purchase of an interest rate cap entitles the purchaser, to the extent that a specified index exceeds a predetermined interest rate, to receive payment of
interest on a notional principal amount from the party selling such interest rate cap. The purchase of an interest rate floor entitles the purchaser, to the extent that a specified index falls below a predetermined interest
B-52
rate, to receive payments of interest on a notional principal amount from the party selling the interest rate floor. An interest rate collar is the combination of a cap and a floor that preserves
a certain return within a predetermined range of interest rates.
A great deal of flexibility may be possible in the way swap
transactions are structured. However, generally a Fund will enter into interest rate, total return, credit and mortgage swaps on a net basis, which means that the two payment streams are netted out, with the Fund receiving or paying, as the case may
be, only the net amount of the two payments. Interest rate, total return, credit and mortgage swaps do not normally involve the delivery of securities, other underlying assets or principal. Accordingly, the risk of loss with respect to interest
rate, total return, credit and mortgage swaps is normally limited to the net amount of payments that a Fund is contractually obligated to make. If the other party to an interest rate, total return, credit or mortgage swap defaults, a Funds
risk of loss consists of the net amount of interest payments that such Fund is contractually entitled to receive, if any. In contrast, currency swaps usually involve the delivery of a gross payment stream in one designated currency in exchange for a
gross payment stream in another designated currency. Therefore, the entire payment stream under a currency swap is subject to the risk that the other party to the swap will default on its contractual delivery obligations.
A credit swap may have as reference obligations one or more securities that may, or may not, be currently held by a Fund. The protection
buyer in a credit swap is generally obligated to pay the protection seller an upfront or a periodic stream of payments over the term of the swap provided that no credit event, such as a default, on a reference obligation has
occurred. If a credit event occurs, the seller generally must pay the buyer the par value (full notional value) of the swap in exchange for an equal face amount of deliverable obligations of the reference entity described in the swap, or
the seller may be required to deliver the related net cash amount, if the swap is cash settled. A Fund may be either the protection buyer or seller in the transaction. If the Fund is a buyer and no credit event occurs, the Fund may recover nothing
if the swap is held through its termination date. However, if a credit event occurs, the buyer generally may elect to receive the full notional value of the swap in exchange for an equal face amount of deliverable obligations of the reference entity
whose value may have significantly decreased. As a seller, a Fund generally receives an upfront payment or a rate of income throughout the term of the swap provided that there is no credit event. As the seller, a Fund would effectively add leverage
to its portfolio because, in addition to its total net assets, a Fund would be subject to investment exposure on the notional amount of the swap. If a credit event occurs, the value of any deliverable obligation received by the Fund as seller,
coupled with the upfront or periodic payments previously received, may be less than the full notional value it pays to the buyer, resulting in a loss of value to the Fund.
As a result of new rules adopted in 2012, certain standardized swaps are currently subject to mandatory central clearing. Central clearing is expected to decrease counterparty risk and increase liquidity
compared to bilateral swaps because central clearing interposes the central clearinghouse as the counterparty to each participants swap. However, central clearing does not eliminate counterparty risk or illiquidity risk entirely. In addition,
depending on the size of a Fund and other factors, the margin required under the rules of a clearinghouse and by a clearing member may be in excess of the collateral required to be posted by the Fund to support its obligations under a similar
bilateral 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.
Certain Funds may obtain exposure to Senior Loans through the use of derivative instruments including loan credit default swaps.
Investments in loan credit default swaps involve many of the risks associated with investments in derivatives more generally.
To the extent that a Funds exposure in a transaction involving a swap, swaption or an interest rate floor, cap or collar is covered
by identifying cash or liquid assets on the Funds books or is covered by other means in accordance with SEC guidance, the Funds and the Investment Adviser believe that the transactions do not constitute senior securities under the Act and,
accordingly, will not treat them as being subject to a Funds borrowing restrictions.
The applicable Funds will not
enter into any interest rate, total return, mortgage or credit swap transactions unless the unsecured commercial paper, senior debt or claims-paying ability of the other party is rated either A or
A-1
or
better by Standard & Poors or A or
P-1
or better by Moodys or their equivalent ratings. The applicable Funds will not enter into any currency swap transactions unless the unsecured
commercial paper, senior debt or claimspaying ability of the other party thereto is rated investment grade by Standard & Poors or Moodys, or, if unrated by such rating organization, determined to be of comparable quality
by the Investment Adviser. If there is a default by the other party to such a transaction, a Fund will have contractual remedies pursuant to the agreements related to the transaction.
The use of interest rate, mortgage, credit, total return and currency swaps, as well as interest rate caps, floors and collars, is a
highly specialized activity which involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. The use of a swap requires an understanding not only of the referenced asset, reference rate,
or index but also of the swap itself, without the benefit of observing the performance of the swap under all possible market conditions. If the Investment Adviser is incorrect in its forecasts of market values, credit quality, interest rates and
currency exchange rates, the investment performance of a Fund would be less favorable than it would have been if these investment instruments were not used.
B-53
In addition, these transactions can involve greater risks than if a Fund had invested in the
reference obligation directly because, in addition to general market risks, swaps are subject to illiquidity risk, counterparty risk, credit risk and pricing risk. Regulators also may impose limits on an entitys or group of entities
positions in certain swaps. However, certain risks are reduced (but not eliminated) if the Fund invests in cleared swaps. Because bilateral swap agreements are two party contracts and because they may have terms of greater than seven days, these
swaps may be considered to be illiquid. Moreover, a 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 counterparty. Many swaps are complex and often valued
subjectively. Swaps and other derivatives may also be subject to pricing or basis risk, which exists when the price of a particular derivative diverges from the price of corresponding cash market instruments. Under certain market
conditions it may not be economically feasible to imitate a transaction or liquidate a position in time to avoid a loss or take advantage of an opportunity. If a swap transaction is particularly large or if the relevant market is illiquid, it may
not be possible to initiate a transaction or liquidate a position at an advantageous time or price, which may result in significant losses.
Regulators are in the process of developing rules that would require trading and execution of most liquid swaps on trading facilities. Moving trading to an exchange-type system may increase market
transparency and liquidity but may require a Fund to incur increased expenses to access the same types of swaps.
Rules
adopted in 2012 also require centralized reporting of detailed information about many types of cleared and uncleared swaps. This information is available to regulators and, to a more limited extent and on an anonymous basis, to the public. Reporting
of swap data may result in greater market transparency, which may be beneficial to funds that use swaps to implement trading strategies. However, these rules place potential additional administrative obligations on these funds, and the safeguards
established to protect anonymity may not function as expected.
The swap market has grown substantially in recent years with a
large number of banks and investment banking firms acting both as principals and as agents utilizing standardized swap documentation. As a result, the swap market has become relatively liquid in comparison with the markets for other similar
instruments which are traded in the interbank market. The Investment Adviser, under the supervision of the Board of Trustees, is responsible for determining and monitoring the liquidity of the Funds transactions in swaps, swaptions, caps,
floors and collars.
Options on Securities and Securities Indices
Writing Covered Options
. Each Fund may write (sell) covered call and put options on any securities in which it may invest or any
securities index consisting of securities in which it may invest. A Fund may write such options on securities that are listed on national domestic securities exchanges or foreign securities exchanges or traded in the
over-the-counter
market. A call option written by a Fund obligates that Fund to sell specified securities to the holder of the option at a specified price if the option
is exercised on or before the expiration date. Depending upon the type of call option, the purchaser of a call option either (i) has the right to any appreciation in the value of the security over a fixed price (the exercise price)
on a certain date in the future (the expiration date) or (ii) has the right to any appreciation in the value of the security over the exercise price at any time prior to the expiration of the option. If the purchaser does not
exercise the option, a Fund pays the purchaser the difference between the price of the security and the exercise price of the option. The premium, the exercise price and the market value of the security determine the gain or loss realized by a Fund
as the seller of the call option. A Fund can also repurchase the call option prior to the expiration date, ending its obligation. In this case, the cost of entering into closing purchase transactions will determine the gain or loss realized by the
Fund. All call options written by a Fund are covered, which means that such Fund will own the securities subject to the option so long as the option is outstanding or such Fund will use the other methods described below. A Funds purpose in
writing covered call options is to realize greater income than would be realized on portfolio securities transactions alone. However, a Fund may forego the opportunity to profit from an increase in the market price of the underlying security.
A put option written by a Fund obligates the Fund to purchase specified securities from the option holder at a specified
price if the option is exercised on or before the expiration date. All put options written by a Fund would be covered, which means that such Fund will identify on its books cash or liquid assets with a value at least equal to the exercise price of
the put option (less any margin on deposit) or will use the other methods described below. The purpose of writing such options is to generate additional income for the Fund. However, in return for the option premium, each Fund accepts the risk that
it may be required to purchase the underlying securities at a price in excess of the securities market value at the time of purchase.
In the case of a call option, the option is covered if a Fund owns the instrument underlying the call or has an absolute and immediate right to acquire that instrument without additional cash
consideration (or, if additional cash consideration is required, liquid assets in such amount are identified on the Funds books) upon conversion or exchange of other instruments held by it. A call option is also covered if a Fund holds a call
on the same instrument as the option written where the exercise price of the option held is (i) equal to or less than the exercise price of the option written, or (ii) greater than the exercise price of the option written provided the Fund
B-54
identifies liquid assets in the amount of the difference. A put option is also covered if a Fund holds a put on the same security as the option written where the exercise price of the option held
is (i) equal to or higher than the exercise price of the option written, or (ii) less than the exercise price of the option written provided the Fund identifies on its books liquid assets in the amount of the difference. In the case of the
Core Fixed Income Fund, Core Plus Fixed Income Fund, Short Duration Income Fund, Investment Grade Credit Fund, Global Income Fund, High Yield Fund, High Yield Floating Rate Fund, Strategic Income Fund, Emerging Markets Debt Fund, Local Emerging
Markets Debt Fund or World Bond Fund, identified cash or liquid assets may be quoted or denominated in any currency.
A Fund
may terminate its obligations under an exchange-traded call or put option by purchasing an option identical to the one it has written. Obligations under
over-the-counter
options may be terminated only by entering into an offsetting transaction with the counterparty to such option. Such purchases are referred to as closing purchase transactions.
Each Fund may also write (sell) covered call and put options on any securities index consisting of securities in which it may invest.
Options on securities indices are similar to options on securities, except that the exercise of securities index options requires cash settlement payments and does not involve the actual purchase or sale of securities. In addition, securities index
options are designed to reflect price fluctuations in a group of securities or segment of the securities market rather than price fluctuations in a single security.
A Fund may cover call options on a securities index by owning securities whose price changes are expected to be similar to those of the underlying index or by having an absolute and immediate right to
acquire such securities without additional cash consideration (or if additional cash consideration is required, liquid assets in such amount are identified on the Funds books) upon conversion or exchange of other securities held by it. The
Funds may also cover call and put options on a securities index by identifying cash or liquid assets, as permitted by applicable law, with a value, when added to any margin on deposit, that is equal to the market value of the underlying securities
in the case of a call option or the exercise price in the case of a put option or by owning offsetting options as described above.
The writing of options is a highly specialized activity which involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. The use of options
to seek to increase total return involves the risk of loss if the Investment Adviser is incorrect in its expectation of fluctuations in securities prices or interest rates. The successful use of options for hedging purposes also depends in part on
the ability of the Investment Adviser to predict future price fluctuations and the degree of correlation between the options and securities markets. If the Investment Adviser is incorrect in its expectation of changes in securities prices or
determination of the correlation between the securities indices on which options are written and purchased and the securities in a Funds investment portfolio, the investment performance of the Fund will be less favorable than it would have
been in the absence of such options transactions. The writing of options could increase a Funds portfolio turnover rate and, therefore, associated brokerage commissions or spreads.
Purchasing Options
. Each Fund may purchase put and call options on any securities in which it may invest or any securities index
consisting of securities in which it may invest. In addition, a Fund may enter into closing sale transactions in order to realize gains or minimize losses on options it had purchased.
A Fund may purchase call options in anticipation of an increase, or put options in anticipation of a decrease (protective
puts), in the market value of securities or other instruments of the type in which it may invest. The purchase of a call option would entitle a Fund, in return for the premium paid, to purchase specified securities at a specified price during
the option period. A Fund would ordinarily realize a gain on the purchase of a call option if, during the option period, the value of such securities exceeded the sum of the exercise price, the premium paid and transaction costs; otherwise the Fund
would realize either no gain or a loss on the purchase of the call option. The purchase of a put option would entitle a Fund, in exchange for the premium paid, to sell specified securities at a specified price during the option period. The purchase
of protective puts is designed to offset or hedge against a decline in the market value of a Funds securities. Put options may also be purchased by a Fund for the purpose of affirmatively benefiting from a decline in the price of securities
which it does not own. A Fund would ordinarily realize a gain if, during the option period, the value of the underlying securities decreased below the exercise price sufficiently to cover the premium and transaction costs; otherwise the Fund would
realize either no gain or a loss on the purchase of the put option. Gains and losses on the purchase of put options may be offset by countervailing changes in the value of the underlying portfolio securities.
A Fund may purchase put and call options on securities indices for the same purposes as it may purchase options on securities. Options on
securities indices are similar to options on securities, except that the exercise of securities index options requires cash payments and does not involve the actual purchase or sale of securities. In addition, securities index options are designed
to reflect price fluctuations in a group of securities or segment of the securities market rather than price fluctuations in a single security.
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Writing and Purchasing Currency Call and Put Options
. Core Fixed Income, Core Plus
Fixed Income, Short Duration Income, Investment Grade Credit, Global Income, High Yield, High Yield Floating Rate, Strategic Income, Emerging Markets Debt, Local Emerging Markets Debt, Inflation Protected Securities and World Bond Funds may write
covered put and call options and purchase put and call options on foreign currencies in an attempt to protect against declines in the U.S. dollar value of foreign portfolio securities and against increases in the U.S. dollar cost of foreign
securities to be acquired. A Fund may also use options on currency to cross-hedge, which involves writing or purchasing options on one currency to seek to hedge against changes in exchange rates for a different currency with a pattern of
correlation. As with other kinds of option transactions, however, the writing of an option on foreign currency will constitute only a partial hedge, up to the amount of the premium received. If an option that a Fund has written is exercised, the
Fund could be required to purchase or sell foreign currencies at disadvantageous exchange rates, thereby incurring losses. The purchase of an option on foreign currency may constitute an effective hedge against exchange rate fluctuations; however,
in the event of exchange rate movements adverse to a Funds position, the Fund may forfeit the entire amount of the premium plus related transaction costs. Options on foreign currencies may be traded on U.S. and foreign exchanges or
over-the-counter.
In addition, Core Fixed Income, Core Plus Fixed Income, Short Duration Income, Global Income, High Yield, High Yield Floating Rate, Strategic Income, Local
Emerging Markets Debt, Inflation Protected Securities and World Bond Funds may purchase call options on currency to seek to increase total return.
A currency call option written by a Fund obligates the Fund to sell specified currency to the holder of the option at a specified price if the option is exercised at any time before the expiration date. A
currency put option written by a Fund obligates the Fund to purchase specified currency from the option holder at a specified price if the option is exercised at any time before the expiration date. The writing of currency options involves a risk
that a Fund will, upon exercise of the option, be required to sell currency subject to a call at a price that is less than the currencys market value or be required to purchase currency subject to a put at a price that exceeds the
currencys market value. Written put and call options on foreign currencies may be covered in a manner similar to written put and call options on securities and securities indices described under Options on Securities and Securities
IndicesWriting Covered Options above.
A Fund may terminate its obligations under a written call or put option by
purchasing an option identical to the one written. Such purchases are referred to as closing purchase transactions. A Fund may enter into closing sale transactions in order to realize gains or minimize losses on purchased options.
A Fund may purchase call options on foreign currency in anticipation of an increase in the U.S. dollar value of currency in
which securities to be acquired by the Fund are denominated or quoted. The purchase of a call option would entitle a Fund, in return for the premium paid, to purchase specified currency at a specified price during the option period. A Fund would
ordinarily realize a gain if, during the option period, the value of such currency exceeded the sum of the exercise price, the premium paid and transaction costs; otherwise, the Fund would realize either no gain or a loss on the purchase of the call
option.
A Fund may purchase put options in anticipation of a decline in the U.S. dollar value of currency in which securities
in its portfolio are denominated or quoted (protective puts). The purchase of a put option would entitle the Fund, in exchange for the premium paid, to sell specified currency at a specified price during the option period. The purchase
of protective puts is usually designed to offset or hedge against a decline in the U.S. dollar value of a Funds portfolio securities due to currency exchange rate fluctuations. A Fund would ordinarily realize a gain if, during the option
period, the value of the underlying currency decreased below the exercise price sufficiently to more than cover the premium and transaction costs; otherwise, the Fund would realize either no gain or a loss on the purchase of the put option. Gains
and losses on the purchase of protective put options would tend to be offset by countervailing changes in the value of the underlying currency.
In addition to using options for the hedging purposes described above, Core Fixed Income, Core Plus Fixed Income, Short Duration Income, Investment Grade Credit, Global Income, High Yield, High Yield
Floating Rate, Strategic Income, Emerging Markets Debt, Local Emerging Markets Debt, Inflation Protected Securities and World Bond Funds may use options on currency to seek to increase total return. These Funds may write (sell) covered put and call
options on any currency in an attempt to realize greater income than would be realized on portfolio securities transactions alone. However, in writing covered call options for additional income, the Funds may forego the opportunity to profit from an
increase in the market value of the underlying currency. Also, when writing put options, the Funds accept, in return for the option premium, the risk that they may be required to purchase the underlying currency at a price in excess of the
currencys market value at the time of purchase.
The Funds may purchase call options to seek to increase total return in
anticipation of an increase in the market value of a currency. The Funds would ordinarily realize a gain if, during the option period, the value of such currency exceeded the sum of the exercise price, the premium paid and transaction costs.
Otherwise the Funds would realize either no gain or a loss on the purchase of the call option. Put options may be purchased by the Funds for the purpose of benefiting from a decline in the value of currencies which they do not own. The Funds would
ordinarily realize a gain if, during the option period, the value of the underlying currency
B-56
decreased below the exercise price sufficiently to more than cover the premium and transaction costs. Otherwise, the Funds would realize either no gain or a loss on the purchase of the put
option.
Special Risks Associated with Options on Currency
. An exchange-traded option position may be closed out only
on an options exchange that provides a secondary market for an option of the same series. Although the Funds will generally purchase or write only those options for which there appears to be an active secondary market, there is no assurance that a
liquid secondary market on an exchange will exist for any particular option or at any particular time. For some options no secondary market on an exchange may exist. In such event, it might not be possible to effect closing transactions in
particular options, with the result that a Fund would have to exercise its options in order to realize any profit and would incur transaction costs upon the sale of underlying securities pursuant to the exercise of its options. If a Fund as a
covered call option writer is unable to effect a closing purchase transaction in a secondary market, it will not be able to sell the underlying currency (or security quoted or denominated in that currency), or dispose of the identified assets, until
the option expires or it delivers the underlying currency upon exercise.
There is no assurance that higher-than-anticipated
trading activity or other unforeseen events might not, at times, render certain of the facilities of the Options Clearing Corporation inadequate, and thereby result in the institution by an exchange of special procedures which may interfere with the
timely execution of customers orders.
Each applicable Fund may purchase and write
over-the-counter
options to the extent consistent with its limitation on investments in illiquid securities. Trading in
over-the-counter
options is subject to the risk that the other party will be unable or unwilling to close out options purchased or written by a Fund.
The amount of the premiums that a Fund may pay or receive, may be adversely affected as new or existing institutions, including other
investment companies, engage in or increase their option purchasing and writing activities.
Yield Curve Options
. Each
Fund may enter into options on the yield spread or differential between two securities. Such transactions are referred to as yield curve options. In contrast to other types of options, a yield curve option is based on the
difference between the yields of designated securities, rather than the prices of the individual securities, and is settled through cash payments. Accordingly, a yield curve option is profitable to the holder if this differential widens (in the case
of a call) or narrows (in the case of a put), regardless of whether the yields of the underlying securities increase or decrease.
A Fund may purchase or write yield curve options for the same purposes as other options on securities. For example, a Fund may purchase a call option on the yield spread between two securities if the Fund
owns one of the securities and anticipates purchasing the other security and wants to hedge against an adverse change in the yield spread between the two securities. A Fund may also purchase or write yield curve options in an effort to increase
current income if, in the judgment of the Investment Adviser, the Fund will be able to profit from movements in the spread between the yields of the underlying securities. The trading of yield curve options is subject to all of the risks associated
with the trading of other types of options. In addition, however, such options present a risk of loss even if the yield of one of the underlying securities remains constant, or if the spread moves in a direction or to an extent which was not
anticipated.
Yield curve options written by a Fund will be covered. A call (or put) option is covered if the Fund
holds another call (or put) option on the spread between the same two securities and identifies on its books cash or liquid assets sufficient to cover the Funds net liability under the two options. Therefore, a Funds liability for such a
covered option is generally limited to the difference between the amount of the Funds liability under the option written by the Fund less the value of the option held by the Fund. Yield curve options may also be covered in such other manner as
may be in accordance with the requirements of the counterparty with which the option is traded and applicable laws and regulations. Yield curve options are traded
over-the-counter,
and established trading markets for these options may not exist.
Risks Associated with Options Transactions
. There is no assurance that a liquid secondary market on a domestic or foreign options exchange will exist for any particular exchange-traded option or at
any particular time. If a Fund is unable to effect a closing purchase transaction with respect to covered options it has written, the Fund will not be able to sell the underlying securities or dispose of the assets identified on its books to cover
the position until the options expire or are exercised. Similarly, if a Fund is unable to effect a closing sale transaction with respect to options it has purchased, it will have to exercise the options in order to realize any profit and will incur
transaction costs upon the purchase or sale of underlying securities.
Reasons for the absence of a liquid secondary market on
an exchange include, but are not limited to, the following: (i) there may be insufficient trading interest in certain options; (ii) restrictions may be imposed by an exchange on opening or closing transactions or both; (iii) trading
halts, suspensions or other restrictions may be imposed with respect to particular classes or series of options; (iv) unusual or unforeseen circumstances may interrupt normal operations on an exchange; (v) the facilities of an exchange or
the Options
B-57
Clearing Corporation may not at all times be adequate to handle current trading volume; or (vi) one or more exchanges could, for economic or other reasons, decide or be compelled at some
future date to discontinue the trading of options (or a particular class or series of options), in which event the secondary market on that exchange (or in that class or series of options) would cease to exist although outstanding options on that
exchange that had been issued by the Options Clearing Corporation as a result of trades on that exchange would continue to be exercisable in accordance with their terms.
There can be no assurance that higher trading activity, order flow or other unforeseen events will not, at times, render certain of the facilities of the Options Clearing Corporation or various exchanges
inadequate. Such events have, in the past, resulted in the institution by an exchange of special procedures, such as trading rotations, restrictions on certain types of order or trading halts or suspensions with respect to one or more options. These
special procedures may limit liquidity.
A Fund may purchase and sell both options that are traded on U.S. and foreign
exchanges and options traded
over-the-counter
with broker-dealers and other types of institutions that make markets in these options. The ability to terminate
over-the-counter
options is more limited than with exchange-traded options and may involve the risk that the broker-dealers or financial institutions participating in such
transactions will not fulfill their obligations.
Transactions by a Fund in options will be subject to limitations established
by each of the exchanges, boards of trade or other trading facilities on which such options are traded governing the maximum number of options in each class which may be written or purchased by a single investor or group of investors acting in
concert regardless of whether the options are written or purchased on the same or different exchanges, boards of trade or other trading facilities or are held in one or more accounts or through one or more brokers. Thus, the number of options which
a Fund may write or purchase may be affected by options written or purchased by other investment advisory clients of an Investment Adviser. An exchange, board of trade or other trading facility may order the liquidation of positions found to be in
excess of these limits, and it may impose certain other sanctions.
The writing and purchase of options is a highly
specialized activity which involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. The use of options to seek to increase total return involves the risk of loss if the Investment
Adviser is incorrect in its expectation of fluctuations in securities prices or interest rates. The successful use of options for hedging purposes also depends in part on the ability of the Investment Adviser to manage future price fluctuations and
the degree of correlation between the options and securities (or currency) markets. If the Investment Adviser is incorrect in its expectation of changes in securities prices or determination of the correlation between the securities or securities
indices on which options are written and purchased and the securities in a Funds investment portfolio, the Fund may incur losses that it would not otherwise incur. The writing of options could increase a Funds portfolio turnover rate
and, therefore, associated brokerage commissions or spreads.
Futures Contracts and Options on Futures Contracts
Each Fund may purchase and sell various kinds of futures contracts, and purchase and write call and put options on any of such futures
contracts. A Fund may also enter into closing purchase and sale transactions with respect to any of such contracts and options. The futures contracts may be based on various securities (such as U.S. Government securities), securities indices,
foreign currencies in the case of the Global Income, Core Fixed Income, Core Plus Fixed Income, Short Duration Income, Investment Grade Credit, High Yield, High Yield Floating Rate, Strategic Income, Emerging Markets Debt, Local Emerging Markets
Debt, Inflation Protected Securities and World Bond Funds and any other financial instruments and indices. Financial futures contracts used by each of the Funds include interest rate futures contracts including, among others, Eurodollar futures
contracts. Eurodollar futures contracts are U.S. dollar-denominated futures contracts that are based on the implied forward LIBOR of a three-month deposit.
A Fund may engage in futures and related options transactions in order to seek to increase total return or to hedge against changes in interest rates, securities prices or, if a Fund invests in foreign
securities (except the U.S. Mortgages Fund, Enhanced Income Fund, and High Quality Floating Rate Fund), currency exchange rates, or to otherwise manage its term structure, sector selection and duration in accordance with its investment objective and
policies. Each Fund may also enter into closing purchase and sale transactions with respect to such contracts and options.
Futures contracts entered into by a Fund have historically been traded on U.S. exchanges or boards of trade that are licensed and
regulated by the Commodity Future Trading Commission (CFTC) or on foreign exchanges. More recently, certain futures may also be traded either
over-the-counter
or on trading facilities such as derivatives transaction execution facilities, exempt boards of trade or electronic trading facilities that are licensed
and/or regulated to varying degrees by the CFTC. Also, certain single stock futures and narrow based security index futures may be traded either
over-the-counter
or on
trading facilities such as contract markets, derivatives transaction execution facilities and electronic trading facilities that are licensed and/or regulated to varying degrees by both the CFTC and the SEC or on foreign exchanges.
B-58
Neither the CFTC, National Futures Association (NFA), SEC nor any domestic
exchange regulates activities of any foreign exchange or boards of trade, including the execution, delivery and clearing of transactions, or has the power to compel enforcement of the rules of a foreign exchange or board of trade or any applicable
foreign law. This is true even if the exchange is formally linked to a domestic market so that a position taken on the market may be liquidated by a transaction on another market. Moreover, such laws or regulations will vary depending on the foreign
country in which the foreign futures or foreign options transaction occurs. For these reasons, a Funds investments in foreign futures or foreign options transactions may not be provided the same protections in respect of transactions on United
States exchanges. In particular, persons who trade foreign futures or foreign options contracts may not be afforded certain of the protective measures provided by the CEA, the CFTCs regulations and the rules of the NFA and any domestic
exchange, including the right to use reparations proceedings before the CFTC and arbitration proceedings provided by the NFA or any domestic futures exchange. Similarly, these persons may not have the protection of the U.S. securities laws.
Futures Contracts
. A futures contract may generally be described as an agreement between two parties to buy and sell
particular financial instruments or currencies for an agreed price during a designated month (or to deliver the final cash settlement price, in the case of a contract relating to an index or otherwise not calling for physical delivery at the end of
trading in the contract).
When interest rates are rising or securities prices are falling, a Fund can seek to offset a
decline in the value of its current portfolio securities through the sale of futures contracts. When interest rates are falling or securities prices are rising, a Fund, through the purchase of futures contracts, can attempt to secure better rates or
prices than might later be available in the market when it effects anticipated purchases. Core Fixed Income, Core Plus Fixed Income, Short Duration Income, Investment Grade Credit, Global Income, High Yield, High Yield Floating Rate, Strategic
Income, Emerging Markets Debt, Local Emerging Markets Debt, Inflation Protected Securities and World Bond Funds may purchase and sell futures contracts on a specified currency in order to seek to increase total return or to protect against changes
in currency exchange rates. For example, these Funds may seek to offset anticipated changes in the value of a currency in which its portfolio securities, or securities that it intends to purchase, are quoted or denominated by purchasing and selling
futures contracts on such currencies. In addition, certain Funds may enter into futures transactions to seek a closer correlation between a Funds overall currency exposures and the currency exposures of a Funds performance benchmark.
Positions taken in the futures markets are not normally held to maturity but are instead liquidated through offsetting
transactions which may result in a profit or a loss. While futures contracts on securities or currency will usually be liquidated in this manner, a Fund may instead make or take delivery of the underlying securities or currency whenever it appears
economically advantageous to do so. A clearing corporation associated with the exchange on which futures on securities or currency are traded guarantees that, if still open, the sale or purchase will be performed on the settlement date.
Hedging Strategies Using Futures Contracts
. When a Fund uses futures for hedging purposes, the Fund often seeks to establish with
more certainty than would otherwise be possible the effective price or rate of return on portfolio securities (or securities that the Fund proposes to acquire) or the exchange rate of currencies in which portfolio securities are quoted or
denominated. A Fund may, for example, take a short position in the futures market by selling futures contracts to seek to hedge against an anticipated rise in interest rates or a decline in market prices or foreign currency rates that
would adversely affect the U.S. dollar value of the Funds portfolio securities. Such futures contracts may include contracts for the future delivery of securities held by a Fund or securities with characteristics similar to those of a
Funds portfolio securities. Similarly, Core Fixed Income, Core Plus Fixed Income, Short Duration Income, Investment Grade Credit, Global Income, High Yield, High Yield Floating Rate, Strategic Income, Emerging Markets Debt, Local Emerging
Markets Debt, Inflation Protected Securities and World Bond Funds may each sell futures contracts on any currencies in which its portfolio securities are quoted or denominated or sell futures contracts on one currency to seek to hedge against
fluctuations in the value of securities quoted or denominated in a different currency if there is an established historical pattern of correlation between the two currencies. If, in the opinion of the Investment Adviser, there is a sufficient degree
of correlation between price trends for a Funds portfolio securities and futures contracts based on other financial instruments, securities indices or other indices, the Funds may also enter into such futures contracts as part of a hedging
strategy. Although under some circumstances prices of securities in a Funds portfolio may be more or less volatile than prices of such futures contracts, the Investment Adviser will attempt to estimate the extent of this volatility difference
based on historical patterns and compensate for any such differential by having a Fund enter into a greater or lesser number of futures contracts or by attempting to achieve only a partial hedge against price changes affecting a Funds
portfolio securities. When hedging of this character is successful, any depreciation in the value of portfolio securities will be substantially offset by appreciation in the value of the futures position. On the other hand, any unanticipated
appreciation in the value of a Funds portfolio securities would be substantially offset by a decline in the value of the futures position.
On other occasions, a Fund may take a long position by purchasing futures contracts. This may be done, for example, when a Fund anticipates the subsequent purchase of particular securities
when it has the necessary cash, but expects the prices or currency exchange rates then available in the applicable market to be less favorable than prices or rates that are currently available.
B-59
Options on Futures Contracts
. The acquisition of put and call options on futures
contracts will give a Fund the right (but not the obligation) for a specified price to sell or to purchase, respectively, the underlying futures contract at any time during the option period. As the purchaser of an option on a futures contract, a
Fund obtains the benefit of the futures position if prices move in a favorable direction but limits its risk of loss in the event of an unfavorable price movement to the loss of the premium and transaction costs.
The writing of a call option on a futures contract generates a premium which may partially offset a decline in the value of a Funds
assets. By writing a call option, a Fund becomes obligated, in exchange for the premium, to sell a futures contract if the option is exercised, which may have a value higher than the exercise price. The writing of a put option on a futures contract
generates a premium which may partially offset an increase in the price of securities that a Fund intends to purchase. However, a Fund becomes obligated (upon exercise of the option) to purchase a futures contract if the option is exercised, which
may have a value lower than the exercise price. Thus, the loss incurred by a Fund in writing options on futures is potentially unlimited and may exceed the amount of the premium received. The Funds will incur transaction costs in connection with the
writing of options on futures.
The holder or writer of an option on a futures contract may terminate its position by selling
or purchasing an offsetting option on the same financial instrument. There is no guarantee that such closing transactions can be effected. A Funds ability to establish and close out positions on such options will be subject to the development
and maintenance of a liquid market.
Other Considerations
. A Fund will engage in transactions in futures contracts and
related options transactions only to the extent such transactions are consistent with the requirements of the Code for maintaining their qualifications as regulated investment companies for federal income tax purposes. Transactions in futures
contracts and options on futures involve brokerage costs, require margin deposits and, in certain cases, require the Funds to identify on their books cash or liquid assets. The Funds may cover their transactions in futures contracts and related
options by identifying on their books cash or liquid assets or by other means, in any manner permitted by applicable law.
While transactions in futures contracts and options on futures may reduce certain risks, such transactions themselves entail certain
other risks. Thus, unanticipated changes in interest rates, securities prices or currency exchange rates may result in a poorer overall performance for a Fund than if it had not entered into any futures contracts or options transactions. When
futures contracts and options are used for hedging purposes, perfect correlation between a Funds futures positions and portfolio positions may be impossible to achieve, particularly where futures contracts based on individual equity or
corporate fixed income securities are currently not available. In the event of imperfect correlation between a futures position and a portfolio position which is intended to be protected, the desired protection may not be obtained and a Fund may be
exposed to risk of loss.
In addition, it is not possible for a Fund to hedge fully or perfectly against currency fluctuations
affecting the value of securities quoted or denominated in foreign currencies because the value of such securities is likely to fluctuate as a result of independent factors unrelated to currency fluctuations. The profitability of a Funds
trading in futures depends upon the ability of the Investment Adviser to analyze correctly the futures markets.
Combined Transactions
Each of the Funds may enter into multiple transactions, including multiple options transactions, multiple futures
transactions, multiple currency transactions (as applicable)(including forward currency contracts) and multiple interest rate and other swap transactions and any combination of futures, options, currency and swap transactions (component
transactions) as part of a single or combined strategy when, in the opinion of the Investment Adviser, it is in the best interests of the Fund to do so. A combined transaction will usually contain elements of risk that are present in each of its
component transactions. Although combined transactions are normally entered into based on the Investment Advisers judgment that the combined strategies will reduce risk or otherwise more effectively achieve the desired portfolio management
goal, it is possible that the combination will instead increase such risks or hinder achievement of the portfolio management objective.
Short Sales
The
Strategic Income Fund and World Bond Fund may engage in short sales. Short sales are transactions in which a Fund sells a security it does not own in anticipation of a decline in the market value of that security. To complete such a transaction, the
Fund must borrow the security to make delivery to the buyer. A Fund then is obligated to replace the security borrowed by purchasing it at the market price at the time of replacement. The price at such time may be more or less than the price at
which the security was sold by a Fund. Until the security is replaced, a Fund is required to pay to the lender amounts equal to any dividend which accrues during the period of the loan. To borrow the security, a Fund also may be required to pay a
premium, which would increase the cost of the security sold. There will also be other costs associated with short sales.
B-60
A Fund will incur a loss as a result of the short sale if the price of the security
increases between the date of the short sale and the date on which the Fund replaces the borrowed security. A Fund will realize a gain if the security declines in price between those dates. This result is the opposite of what one would expect from a
cash purchase of a long position in a security. The amount of any gain will be decreased, and the amount of any loss increased, by the amount of any premium or amounts in lieu of interest a Fund may be required to pay in connection with a short
sale, and will be also decreased by any transaction or other costs.
Until a Fund replaces a borrowed security in connection
with a short sale, the Fund will (a) identify on its books cash or liquid assets at such a level that the identified assets plus any amount deposited as collateral will equal the current value of the security sold short or (b) otherwise
cover its short position in accordance with applicable law.
There is no guarantee that a Fund will be able to close out a
short position at any particular time or at an acceptable price. During the time that the Fund is short a security, it is subject to the risk that the lender of the security will terminate the loan at a time when the Fund is unable to borrow the
same security from another lender. If that occurs, a Fund may be bought in at the price required to purchase the security needed to close out the short position, which may be a disadvantageous price.
Short Sales Against the Box.
Each of the Funds may engage in short sales against the box. As noted above, a short sale is made by
selling a security the seller does not own. A short sale is against the box to the extent that the seller contemporaneously owns or has the right to obtain, at no added cost, securities identical to those sold short. A Fund may enter
into a short sale against the box, for example, to lock in a sales price for a security the Fund does not wish to sell immediately. If a Fund sells securities short against the box, it may protect itself from loss if the price of the securities
declines in the future, but will lose the opportunity to profit on such securities if the price rises. If the Fund effects a short sale of securities at a time when it has an unrealized gain on the securities, it may be required to recognize that
gain as if it had actually sold the securities (as a constructive sale) on the date it effects the short sale. However, such constructive sale treatment may not apply if the Fund closes out the short sale with securities other than the
appreciated securities held at the time of the short sale and if certain other conditions are satisfied. Uncertainty regarding the tax consequences of effecting short sales may limit the extent to which a Fund may effect short sales.
Mortgage Dollar Rolls
The Taxable Funds (other than Enhanced Income Fund, High Yield Fund, High Yield Floating Rate Fund, Emerging Markets Debt Fund, Local
Emerging Markets Debt Fund and World Bond Fund) may enter into mortgage dollar rolls in which a Fund sells securities for delivery in the current month and simultaneously contracts with the same counterparty to repurchase similar, but not identical
securities on a specified future date. During the roll period, a Fund loses the right to receive principal and interest paid on the securities sold. However, a Fund would benefit to the extent of any difference between the price received for the
securities sold and the lower forward price for the future purchase or fee income plus the interest earned on the cash proceeds of the securities sold until the settlement date of the forward purchase. All cash proceeds will be invested in
instruments that are permissible investments for the applicable Fund. Each Fund will, until the settlement date, identify cash or liquid assets on its books, as permitted by applicable law, in an amount equal to its forward purchase price.
For financial reporting and tax purposes, the Funds treat mortgage dollar rolls as two separate transactions; one involving
the purchase of a security and a separate transaction involving a sale. The Funds do not currently intend to enter into mortgage dollar rolls for financing and do not treat them as borrowings.
Mortgage dollar rolls involve certain risks including the following: if the broker-dealer to whom a Fund sells the security becomes
insolvent, a Funds right to purchase or repurchase the mortgage-related securities subject to the mortgage dollar roll may be restricted. Also, the instrument which a Fund is required to repurchase may be worth less than an instrument which a
Fund originally held. Successful use of mortgage dollar rolls will depend upon the Investment Advisers ability to manage a Funds interest rate and mortgage prepayments exposure. For these reasons, there is no assurance that mortgage
dollar rolls can be successfully employed. The use of this technique may diminish the investment performance of a Fund compared with what such performance would have been without the use of mortgage dollar rolls.
B-61
Convertible Securities
The Enhanced Income, Short Duration
Tax-Free,
Municipal Income, Core Fixed Income, Core Plus Fixed Income, Short Duration Income, Investment Grade Credit, High
Yield Municipal, High Yield, High Yield Floating Rate, Strategic Income, Emerging Markets Debt, Local Emerging Markets Debt and World Bond Funds may invest in convertible securities. Convertible securities are bonds, debentures, notes, preferred
stocks or other securities that may be converted into or exchanged for a specified amount of common stock (or other securities) of the same or different issuer within a particular period of time at a specified price or formula. A convertible
security entitles the holder to receive interest that is generally paid or accrued on debt or a dividend that is paid or accrued on preferred stock until the convertible security matures or is redeemed, converted or exchanged. Convertible securities
have unique investment characteristics, in that they generally (i) have higher yields than common stocks, but lower yields than comparable
non-convertible
securities, (ii) are less subject to
fluctuation in value than the underlying common stock due to their fixed income characteristics and (iii) provide the potential for capital appreciation if the market price of the underlying common stock increases.
The value of a convertible security is a function of its investment value (determined by its yield in comparison with the
yields of other securities of comparable maturity and quality that do not have a conversion privilege) and its conversion value (the securitys worth, at market value, if converted into the underlying common stock). The investment
value of a convertible security is influenced by changes in interest rates, with investment value normally declining as interest rates increase and increasing as interest rates decline. The credit standing of the issuer and other factors may also
have an effect on the convertible securitys investment value. The conversion value of a convertible security is determined by the market price of the underlying common stock. If the conversion value is low relative to the investment value, the
price of the convertible security is governed principally by its investment value. To the extent the market price of the underlying common stock approaches or exceeds the conversion price, the price of the convertible security will be increasingly
influenced by its conversion value. A convertible security generally will sell at a premium over its conversion value by the extent to which investors place value on the right to acquire the underlying common stock while holding a fixed income
security.
A convertible security may be subject to redemption at the option of the issuer at a price established in the
convertible securitys governing instrument. If a convertible security held by a Fund is called for redemption, the Fund will be required to permit the issuer to redeem the security, convert it into the underlying common stock or sell it to a
third party or permit the issuer to redeem the security. Any of these actions could have an adverse effect on a Funds ability to achieve its investment objective, which, in turn, could result in losses to the Fund. To the extent that a Fund
holds a convertible security, or a security that is otherwise converted or exchanged for common stock (
e.g.
, as a result of a restructuring), the Fund may, consistent with its investment objective, hold such common stock in its portfolio.
Lending of Portfolio Securities
Each Fund (other than High Yield Floating Rate Fund) may lend its portfolio securities to brokers, dealers and other institutions, including Goldman Sachs, although none presently intends to do so. By
lending its securities, a Fund attempts to increase its net investment income.
Securities loans are required to be secured
continuously by collateral in cash, cash equivalents, letters of credit or U.S. Government securities equal to at least 100% of the value of the loaned securities. This collateral must be valued, or marked to market, daily. Borrowers are
required to furnish additional collateral to the Fund as necessary to fully cover their obligations.
With respect to loans
that are collateralized by cash, a Fund may reinvest that cash in short-term investments and pay the borrower a
pre-negotiated
fee or rebate from any return earned on the investment. Investing the
collateral subjects it to market depreciation or appreciation, and a Fund is responsible for any loss that may result from its investment of the borrowed collateral. Cash collateral may be invested in, among other things, other registered or
unregistered funds, including private investing funds or money market funds that are managed by the Investment Adviser or its affiliates, and which pay the Investment Adviser or its affiliates for their services. If the Fund would receive
non-cash
collateral, the Fund receives a fee from the borrower equal to a negotiated percentage of the market value of the loaned securities.
For the duration of any securities loan, a Fund will continue to receive the equivalent of the interest, dividends or other distributions paid by the issuer on the loaned securities. A Fund will not have
the right to vote its loaned securities during the period of the loan, but a Fund may attempt to recall a loaned security in anticipation of a material vote if it desires to do so. A Fund will have the right to terminate a loan at any time and
recall the loaned securities within the normal and customary settlement time for securities transactions.
B-62
Securities lending involves certain risks. The Fund may lose money on its investment of cash
collateral, resulting in a loss of principal, or may fail to earn sufficient income on its investment to cover the fee or rebate it has agreed to pay the borrower. A Fund may incur losses in connection with its securities lending activities that
exceed the value of the interest income and fees received in connection with such transactions. Securities lending subjects a Fund to the risk of loss resulting from problems in the settlement and accounting process, and to additional credit,
counterparty and market risk. These risks could be greater with respect to
non-U.S.
securities. Engaging in securities lending could have a leveraging effect, which may intensify the other risks associated
with investments in the Fund. In addition, a Fund bears the risk that the price of the securities on loan will increase while they are on loan, or that the price of the collateral will decline in value during the period of the loan, and that the
counterparty will not provide, or will delay in providing, additional collateral. A Fund also bears the risk that a borrower may fail to return securities in a timely manner or at all, either because the borrower fails financially or for other
reasons. If a borrower of securities fails financially, a Fund may also lose its rights in the collateral. A Fund could experience delays and costs in recovering loaned securities or in gaining access to and liquidating the collateral, which could
result in actual financial loss and which could interfere with portfolio management decisions or the exercise of ownership rights in the loaned securities. If a Fund is not able to recover the securities lent, the Fund may sell the collateral and
purchase replacement securities in the market. However, a Fund will incur transaction costs on the purchase of replacement securities. These events could trigger adverse tax consequences for a Fund. In determining whether to lend securities to a
particular borrower, and throughout the period of the loan, the creditworthiness of the borrower will be considered and monitored. Loans will only be made to firms deemed to be of good standing, and where the consideration that can be earned
currently from securities loans of this type is deemed to justify the attendant risk. It is intended that the value of securities loaned by a Fund will not exceed
one-third
of the value of a Funds total
assets (including the loan collateral).
A Fund will consider the loaned securities as assets of the Fund, but will not
consider any collateral as a Fund asset except when determining total assets for the purpose of the above
one-third
limitation. Loan collateral (including any investment of the collateral) is not subject to
the percentage limitations stated elsewhere in this SAI or in the Prospectuses regarding investing in fixed income securities and cash equivalents.
A Funds Board of Trustees may approve the Funds participation in a securities lending program and adopt policies and procedures relating thereto. A Fund may retain an affiliate of the
Investment Adviser to serve as its securities lending agent.
For its services, the securities lending agent may receive a fee
from a Fund, including a fee based on the returns earned on the Funds investment of cash received as collateral for the loaned securities. In addition, a Fund may make brokerage and other payments to Goldman Sachs and its affiliates in
connection with the Funds portfolio investment transactions. A Funds Board of Trustees periodically reviews securities loan transactions for which a Goldman Sachs affiliate has acted as lending agent for compliance with the Funds
securities lending procedures. Goldman Sachs may also be approved as a borrower under a Funds securities lending program, subject to certain conditions.
Restricted and Illiquid Securities
Each Fund may purchase securities and
other financial instruments that are not registered or that are offered in an exempt
non-public
offering (Restricted Securities) under the 1933 Act, including securities eligible for resale to
qualified institutional buyers pursuant to Rule 144A under the 1933 Act. However, a Fund will not invest more than 15% of its net assets in illiquid investments, which include repurchase agreements with a notice or demand period of more
than seven days, certain SMBS, certain municipal leases, certain
over-the-counter
options, securities and other financial instruments that are not readily marketable,
certain Senior Loans and Second Lien Loans, certain CDOs, CLOs, CBOs, bank obligations,
non-investment
grade securities and other credit instruments and Restricted Securities unless, based upon a review of the
trading markets for specific investments, those investments are determined to be liquid. Those investment practices could have the effect of increasing the level of illiquidity in a Fund to the extent that market demand for securities held by the
Fund decreases such that previously liquid securities become illiquid. The Trustees have adopted guidelines and delegated to the Investment Advisers the function of determining and monitoring the liquidity of the Funds portfolio securities.
The purchase price and subsequent valuation of Restricted Securities may reflect a discount from the price at which such
securities trade when they are not restricted, because the restriction makes them less liquid. The amount of the discount from the prevailing market price is expected to vary depending upon the type of security, the character of the issuer, the
party who will bear the expenses of registering the Restricted Securities and prevailing supply and demand conditions.
B-63
When-Issued Securities and Forward Commitments
Each Fund may purchase securities on a when-issued basis or purchase or sell securities on a forward commitment basis beyond the customary
settlement time. These transactions involve a commitment by a Fund to purchase or sell securities at a future date. The price of the underlying securities (usually expressed in terms of yield) and the date when the securities will be delivered and
paid for (the settlement date) are fixed at the time the transaction is negotiated. When-issued purchases and forward commitment transactions are negotiated directly with the other party, and such commitments are not traded on exchanges. The Funds
will generally purchase securities on a when-issued basis or purchase or sell securities on a forward commitment basis only with the intention of completing the transaction and actually purchasing or selling the securities. If deemed advisable as a
matter of investment strategy, however, the Funds may dispose of or negotiate a commitment after entering into it. A Fund may also sell securities it has committed to purchase before those securities are delivered to the Fund on the settlement date.
The Funds may realize capital gains or losses in connection with these transactions. For purposes of determining each Funds duration, the maturity of when-issued or forward commitment securities for fixed-rate obligations will be calculated
from the commitment date. Each Fund is generally required to identify on its books, until three days prior to settlement date, cash and liquid assets in an amount sufficient to meet the purchase price unless the Funds obligations are otherwise
covered. Alternatively, each Fund may enter into offsetting contracts for the forward sale of other securities that it owns. Securities purchased or sold on a when-issued or forward commitment basis involve a risk of loss if the value of the
security to be purchased declines prior to the settlement date or if the value of the security to be sold increases prior to the settlement date.
MMD Rate Locks
Certain Funds may purchase and sell Municipal Market Data
AAA Cash Curve forward contracts, also known as MMD rate locks. A Fund may use these transactions for hedging purposes or, to the extent consistent with its investment policies, to enhance income or gain or to increase the Funds
yield, for example, during periods of steep interest rate yield curves (
i.e.
, wide differences between short term and long term interest rates).
An MMD rate lock permits a Fund to lock in a specified municipal interest rate for a portion of its portfolio to preserve a return on a particular investment, as a duration management technique, or to
protect against any increase in the price of securities to be purchased at a later date. By using an MMD rate lock, a Fund can create a synthetic long or short position, allowing the Fund to select the most attractive part of the yield curve. An MMD
rate lock is a forward contract between a Fund and an MMD rate lock provider pursuant to which the parties agree to make payments to each other on a notional amount, contingent upon whether the Municipal Market Data AAA General Obligations Scale is
above or below a specified level on the expiration date of the contract. In connection with investments in MMD rate locks, there is a risk that municipal yields will move in the opposite direction than that anticipated by a Fund, which would cause
the Fund to make payments to its counterparty in the transaction that could adversely affect the Funds performance.
Pooled
Investment Vehicles
Each Fund may invest in securities of pooled investment vehicles, including exchange traded funds
(ETFs). A Fund will indirectly bear its proportionate share of any management fees and other expenses paid by pooled investment vehicles in which it invests, in addition to the management fees (and other expenses) paid by the Fund. A
Funds investments in pooled investment vehicles are subject to statutory limitations prescribed by the Act, including in certain circumstances a prohibition on the Fund acquiring more than 3% of the voting shares of any other investment
company, and a prohibition on investing more than 5% of the Funds total assets in securities of any one investment company or more than 10% of its total assets in the securities of all investment companies. Many ETFs, however, have obtained
exemptive relief from the SEC to permit unaffiliated funds (such as the Funds) to invest in their shares beyond these statutory limits, subject to certain conditions and pursuant to contractual arrangements between the ETFs and the investing funds.
A Fund may rely on these exemptive orders in investing in ETFs. Moreover, pursuant to an exemptive order obtained from the SEC or under an exemptive rule adopted by the SEC, the Funds may invest in investment companies and money market funds for
which an Investment Adviser, or any of its affiliates, serves as investment adviser, administrator and/or distributor. However, to the extent that a Fund invests in a money market fund for which an Investment Adviser or any of its affiliates acts as
investment adviser, the management fees payable by the Fund to the Investment Adviser will, to the extent required by the SEC, be reduced by an amount equal to the Funds proportionate share of the management fees paid by such money market fund
to its investment adviser. Although the Funds do not expect to do so in the foreseeable future, each Fund is authorized to invest substantially all of its assets in a single
open-end
investment company or
series thereof that has substantially the same investment objective, policies and fundamental restrictions as the Fund. Additionally, to the extent that any Fund serves as an underlying Fund to another Goldman Sachs Fund, that underlying
Fund may invest a percentage of its assets in other investment companies if those investments are consistent with applicable law and/or exemptive orders obtained from the SEC.
Core Fixed Income Fund, Core Plus Fixed Income, Short Duration Income, Investment Grade Credit, Global Income Fund, High Yield, High Yield Floating Rate, Strategic Income, Emerging Markets Debt, Inflation
Protected Securities, Local Emerging Markets
B-64
Debt and World Bond Funds may purchase shares of investment companies investing primarily in foreign securities, including country funds. Country funds have portfolios consisting
primarily of securities of issuers located in specified foreign countries or regions.
ETFs are pooled investment vehicles
issuing shares which are traded like traditional equity securities on a stock exchange. An ETF represents a portfolio of securities, which is often designed to track a particular market segment or index. An investment in an ETF, like one in any
investment vehicle, carries the risks of its underlying securities. An ETF may fail to accurately track the returns of the market segment or index that it is designed to track, and the price of an ETFs shares may fluctuate or lose money. In
addition, because they, unlike other pooled investment vehicles, are traded on an exchange, ETFs are subject to the following risks: (i) the market price of the ETFs shares may trade at a premium or discount to the ETFs net asset
value; (ii) an active trading market for an ETF may not develop or be maintained; and (iii) there is no assurance that the requirements of the exchange necessary to maintain the listing of the ETF will continue to be met or remain
unchanged. In the event substantial market or other disruptions affecting ETFs should occur in the future, the liquidity and value of a Funds shares could also be substantially and adversely affected.
Repurchase Agreements
Each Fund may enter into repurchase agreements with banks, brokers, and dealers which furnish collateral at least equal in value or market
price to the amount of their repurchase obligation. With respect to Enhanced Income, Core Fixed Income, Core Plus Fixed Income, Short Duration Income, Global Income Fund, High Yield, High Yield Floating Rate, Strategic Income, Emerging Markets Debt,
Local Emerging Markets Debt, Inflation Protected Securities and World Bond Funds, these repurchase agreements may involve foreign government securities. A repurchase agreement is an arrangement under which a Fund purchases securities and the seller
agrees to repurchase the securities within a particular time and at a specified price. Custody of the securities is maintained by each Funds custodian (or
sub-custodian).
The repurchase price may be
higher than the purchase price, the difference being income to a Fund, or the purchase and repurchase prices may be the same, with interest at a stated rate due to a Fund together with the repurchase price on repurchase. In either case, the income
to a Fund is unrelated to the interest rate on the security subject to the repurchase agreement.
For purposes of the Act, and
generally for tax purposes, a repurchase agreement is deemed to be a loan from a Fund to the seller of the security. For other purposes, it is not always clear whether a court would consider the security purchased by a Fund subject to a repurchase
agreement as being owned by a Fund or as being collateral for a loan by a Fund to the seller. In the event of commencement of bankruptcy or insolvency proceedings with respect to the seller of the security before repurchase of the security under a
repurchase agreement, a Fund may encounter delay and incur costs before being able to sell the security. Such a delay may involve loss of interest or a decline in value of the security. If the court characterizes the transaction as a loan and a Fund
has not perfected a security interest in the security, the Fund may be required to return the security to the sellers estate and be treated as an unsecured creditor of the seller. As an unsecured creditor, a Fund would be at risk of losing
some or all of the principal and interest involved in the transaction.
Apart from the risk of bankruptcy or insolvency
proceedings, there is also the risk that the seller may fail to repurchase the security. However, if the market value of the security subject to the repurchase agreement becomes less than the repurchase price (including accrued interest), each Fund
will direct the seller of the security to deliver additional securities so that the market value of all securities subject to the repurchase agreement equals or exceeds the repurchase price. Certain repurchase agreements which provide for settlement
in more than seven days can be liquidated before the nominal fixed term on seven days or less notice. Such repurchase agreements will be regarded as liquid instruments.
The Funds, together with other registered investment companies having management agreements with the Investment Advisers or their affiliates, may transfer uninvested cash balances into a single joint
account, the daily aggregate balance of which will be invested in one or more repurchase agreements.
Reverse Repurchase Agreements
Each Fund (other than the Enhanced Income Fund) may borrow money by entering into transactions called reverse repurchase
agreements. Under these arrangements, a Fund will sell portfolio securities to dealers in U.S. Government securities or members of the Federal Reserve System, with an agreement to repurchase the security on an agreed date, price and interest
payment. In the case of the Core Fixed Income, Core Plus Fixed Income, Short Duration Income, Investment Grade Credit, Global Income, High Yield, High Yield Floating Rate, Strategic Income, Emerging Markets Debt, Local Emerging Markets Debt,
Inflation Protected Securities and World Bond Funds, these reverse repurchase agreements may involve foreign government securities. Reverse repurchase agreements involve the possible risk that the value of portfolio securities a Fund relinquishes
may decline below the price a Fund must pay when
B-65
the transaction closes. Borrowings may magnify the potential for gain or loss on amounts invested resulting in an increase in the speculative character of a Funds outstanding shares.
When a Fund enters into a reverse repurchase agreement, it identifies on its books cash or liquid assets that have a value
equal to or greater than the repurchase price. The amount of cash or liquid assets so identified is then monitored continuously by the Investment Adviser to make sure that an appropriate value is maintained. Reverse repurchase agreements are
considered to be borrowings under the Act.
Taxable Investments and the
Tax-Exempt
Funds
The Tax Exempt Funds may invest in the taxable money market instruments described in the foregoing sections. When a
Funds assets are invested in such instruments, a Fund may not be achieving its investment objective of providing income except from federal and/or applicable state or local taxes.
Portfolio Maturity
Dollar-weighted average maturity is derived by
multiplying the value of each investment by the time remaining to its maturity, adding these calculations, and then dividing the total by the value of a Funds portfolio. An obligations maturity is typically determined on a stated final
maturity basis, although there are some exceptions. For example, if an issuer of an instrument takes advantage of a maturity-shortening device, such as a call, refunding, or redemption provision, the date on which the instrument is expected to be
called, refunded, or redeemed may be considered to be its maturity date. There is no guarantee that the expected call, refund or redemption will occur and a Funds average maturity may lengthen beyond the Investment Advisers expectations
should the expected call refund or redemption not occur. Similarly, in calculating its dollar-weighted average maturity, a Fund may determine the maturity of a variable or floating rate obligation according to the interest rate reset date, or the
date principal can be recovered on demand, rather than the date of ultimate maturity.
Temporary Investments
Each Fund may, for temporary defensive purposes (and to the extent that it is permitted to invest in the following), invest up to 100% of
its total assets in: U.S. Government securities; commercial paper rated at least
A-2
by Standard & Poors,
P-2
by Moodys or having a comparable
rating by another NRSRO (or if unrated, determined by the Investment Adviser to be of comparable credit quality); certificates of deposit; bankers acceptances; repurchase agreements;
non-convertible
preferred stocks and
non-convertible
corporate bonds with a remaining maturity of less than one year; ETFs and other investment companies; and cash items. When a Funds assets are invested in such
instruments, the Fund may not be achieving its investment objective.
Portfolio Turnover
Each Fund may engage in active short-term trading to benefit from yield disparities among different issues of securities or among the
markets for fixed income securities, or for other reasons. As a result of active management, it is anticipated that the portfolio turnover rate of each Fund will vary from year to year, and may be affected by changes in the holdings of specific
issuers, changes in country and currency weightings, cash requirements for redemption of shares and by requirements which enable the Funds to receive favorable tax treatment. The Funds are not restricted by policy with regard to portfolio turnover
and will make changes in their investment portfolio from time to time as business and economic conditions as well as market prices may dictate. When a Fund purchases a TBA mortgage, it can either receive the underlying pools of the TBA mortgage or
roll it forward a month. The portfolio turnover rate increases when a Fund rolls the TBA forward. During the fiscal year ended March 31, 2013, the High Quality Floating Rate, Short Duration Government, Short Duration Income, Investment Grade
Credit, U.S. Mortgages, Core Plus Fixed Income and Global Income Funds portfolio turnover rates increased significantly from the prior fiscal year, and the Local Emerging Markets Debt Funds portfolio turnover rate decreased significantly
from the prior fiscal year. With respect to the High Quality Floating Rate Fund, the variation was attributable to a recent change in strategy resulting in a portfolio rebalance, which in turn lead to a higher portfolio turnover rate. With respect
to the Short Duration Government, U.S. Mortgages, Core Plus Fixed Income and Global Income Funds, the variation was attributable to the Federal Reserves quantitative easing program, which resulted in resulting the Funds
investing more heavily in mortgage backed securities and an increase in TBA rollover. The Short Duration Government Funds increase was also attributable to declining Fund balances and an increase in tactical mortgage trades. With respect to
the Short Duration Income Fund, the increase was due to the previous years annualized figure being based on one month of operations following the Funds launch. The Investment Grade Credit Funds increase was attributable to a number
of factors, but was primarily due to the inclusion of more active duration repositioning, which are strategies with low transaction costs and large notional sizes. Finally, with respect to the Local Emerging Markets Debt Fund, the decrease in
portfolio turnover rate was attributable to the portfolio management teams new method of gaining exposure to foreign markets through the use of interest rate swaps rather than more traditional investments.
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Special Note Regarding Market Events
Events in the financial sector over the past several years have resulted in reduced liquidity in credit and fixed income markets and in an
unusually high degree of volatility in the financial markets, both domestically and internationally. While entire markets have been impacted, issuers that have exposure to the real estate, mortgage and credit markets have been particularly affected.
These events and the potential for continuing market turbulence may have an adverse effect on the Funds investments. It is uncertain how long these conditions will continue.
The instability in the financial markets led the U.S. Government to take a number of unprecedented actions designed to support certain
financial institutions and certain segments of the financial markets. Federal, state, local and foreign governments, regulatory agencies, and self
-regulatory
organizations may take actions that affect the
regulation of the instruments in which the Funds invest, or the issuers of such instruments, in ways that are unforeseeable. Such legislation or regulation could limit or preclude a Funds ability to achieve its investment objective.
Governments or their agencies may also acquire distressed assets from financial institutions and acquire ownership interests
in those institutions. The implications of government ownership and disposition of these assets are unclear, and such ownership or disposition may have positive or negative effects on the liquidity, valuation and performance of the Funds
portfolio holdings.
Non-Diversified
Status
Because Global Income Fund, High Yield Municipal Fund, Emerging Markets Debt Fund, Local Emerging Markets Debt Fund and World Bond Fund
are each non-diversified under the Act, they are subject only to certain federal tax diversification requirements. Under federal tax laws, Global Income Fund, High Yield Municipal Fund, Emerging Markets Debt Fund, Local Emerging Markets
Debt Fund and World Bond Fund may each, with respect to 50% of its total assets, invest up to 25% of its total assets in the securities of any issuer. With respect to the remaining 50% of each Funds total assets, (i) the Fund may not
invest more than 5% of its total assets in the securities of any one issuer, and (ii) the Fund may not acquire more than 10% of the outstanding voting securities of any one issuer. These tests apply at the end of each quarter of the taxable
year and are subject to certain conditions and limitations under the Code. These tests do not apply to investments in U.S. Government securities and regulated investment companies.
B-67
INVESTMENT RESTRICTIONS
The investment restrictions set forth below have been adopted by the Trust as fundamental policies that cannot be changed without the
affirmative vote of the holders of a majority of the outstanding voting securities (as defined in the Act) of the affected Fund. In addition, the policies of Short Duration
Tax-Free
Fund, Municipal Income Fund
and High Yield Municipal Fund to invest under normal market conditions at least 80% of their respective Net Assets in Municipal Securities the interest on which is exempt from regular federal income tax (
i.e.
, excluded from gross income for
federal income tax purposes) and, in the case of the Short Duration
Tax-Free
Fund only, is not a tax preference item under the federal alternative minimum tax, are fundamental policies. The policy of Inflation
Protected Securities Fund to invest under normal circumstances at least 80% of its Net Assets in IPS of varying maturities, including TIPS and CIPS, is a fundamental policy. The investment objective of each Fund and all other investment policies or
practices of the Funds are considered by the Trust not to be fundamental and accordingly may be changed without shareholder approval. As defined in the Act, a majority of the outstanding voting securities of a Fund means the vote of
(i) 67% or more of the shares of a Fund present at a meeting, if the holders of more than 50% of the outstanding shares of a Fund are present or represented by proxy, or (ii) more than 50% of the shares of a Fund.
For the purposes of the limitations (except for the asset coverage requirement with respect to borrowings), any limitation which involves
a maximum percentage shall not be considered violated unless an excess over the percentage occurs immediately after, and is caused by, an acquisition or encumbrance of securities or assets of, or borrowings by, a Fund. With respect to the Tax Exempt
Funds and the Strategic Income Fund, the identification of the issuer of a Municipal Security that is not a general obligation is made by the Investment Adviser based on the characteristics of the Municipal Security, the most important of which is
the source of funds for the payment of principal and interest on such security.
Fundamental Investment Restrictions
As a matter of fundamental policy, the Fund may not:
All Funds Except Inflation Protected Securities, High Yield Floating Rate, Core Plus Fixed Income, Local Emerging Markets Debt, U.S. Mortgages, High Yield Municipal, Short Duration
Tax-Free
and Municipal Income Funds
|
(1)
|
Invest more than 25% of its total assets in the securities of one or more issuers conducting their principal business activities in the same industry (excluding the
U.S. government or its agencies or instrumentalities). (For the purposes of this restriction, state and municipal governments and their agencies, authorities and instrumentalities are not deemed to be industries; telephone companies are considered
to be a separate industry from water, gas or electric utilities; personal credit finance companies and business credit finance companies are deemed to be separate industries; and wholly-owned finance companies are considered to be in the industry of
their parents if their activities are primarily related to financing the activities of their parents.) This restriction does not apply to investments in Municipal Securities which have been
pre-refunded
by the
use of obligations of the U.S. government or any of its agencies or instrumentalities;
|
Inflation Protected Securities and
High Yield Floating Rate Funds
|
(1)
|
Invest more than 25% of its total assets in the securities of one or more issuers conducting their principal business activities in the same industry (excluding the
U.S. government or its agencies or instrumentalities). (For the purposes of this restriction, state and municipal governments and their agencies, authorities and instrumentalities are not deemed to be industries; telephone companies are considered
to be a separate industry from water, gas or electric utilities; personal credit finance companies and business credit finance companies are deemed to be separate industries; and wholly-owned finance companies are considered to be in the industry of
their parents if their activities are primarily related to financing the activities of their parents.);
|
Core Plus Fixed
Income Fund
|
(1)
|
Invest more than 25% of its total assets in the securities of one or more issuers conducting their principal business activities in the same industry
(excluding the U.S. government or its agencies or instrumentalities). (For the purposes of this restriction, state and municipal governments and their agencies, authorities and instrumentalities are not deemed to be industries; telephone companies
are considered to be a separate industry from water, gas or electric utilities; personal credit finance companies and business credit finance companies are deemed to be separate industries; and wholly-owned finance companies are considered to be in
the industry of their parents if their activities are primarily related to financing the activities of their parents.) This restriction does not apply to investments in Municipal Securities which have been
|
B-68
|
pre-refunded
by the use of obligations of the U.S. Government or any of its agencies or instrumentalities. These Municipal Securities include
(a) Municipal Securities, the interest on which is paid solely from revenues of similar projects such as hospitals, electric utility systems, multi-family housing, nursing homes, commercial facilities (including hotels), steel companies or life
care facilities; (b) Municipal Securities whose issuers are in the same state; and (c) industrial development obligations;
|
Local Emerging Markets Debt Fund
|
(1)
|
Invest more than 25% of its total assets in the securities of one or more issuers conducting their principal business activities in the same industry (excluding the
U.S. government or its agencies or instrumentalities);
|
U.S. Mortgages Fund
|
(1)
|
Invest more than 25% of its total assets in the securities of one or more issuers conducting their principal business activities in the same industry (excluding the
U.S. government or its agencies or instrumentalities); provided that during normal market conditions, the Fund intends to invest at least 25% of the value of its total assets in mortgage-related securities. (For the purposes of this restriction,
state and municipal governments and their agencies, authorities and instrumentalities are not deemed to be industries; telephone companies are considered to be a separate industry from water, gas or electric utilities; personal credit finance
companies and business credit finance companies are deemed to be separate industries; and wholly-owned finance companies are considered to be in the industry of their parents if their activities are primarily related to financing the activities of
their parents.) This restriction does not apply to investments in Municipal Securities which have been
pre-refunded
by the use of obligations of the U.S. government or any of its agencies or instrumentalities;
|
High Yield Municipal, Short Duration
Tax-Free
and Municipal Income Funds
|
(1)
|
Invest more than 25% of its total assets in the securities of one or more issuers conducting their principal business activities in the same industry (excluding the
U.S. government or its agencies or instrumentalities). (For the purposes of this restriction, state and municipal governments and their agencies, authorities and instrumentalities are not deemed to be industries; telephone companies are considered
to be a separate industry from water, gas or electric utilities; personal credit finance companies and business credit finance companies are deemed to be separate industries; and wholly-owned finance companies are considered to be in the industry of
their parents if their activities are primarily related to financing the activities of their parents.) This restriction does not apply to investments in Municipal Securities which have been
pre-refunded
by the
use of obligations of the U.S. government or any of its agencies or instrumentalities. The Fund may invest 25% or more of the value of its total assets in Municipal Securities which are related in such a way that an economic, business or political
development or change affecting one Municipal Security would also affect the other Municipal Securities. These Municipal Securities include (a) Municipal Securities, the interest on which is paid solely from revenues of similar projects such as
hospitals, electric utility systems, multi-family housing, nursing homes, commercial facilities (including hotels), steel companies or life care facilities; (b) Municipal Securities whose issuers are in the same state; and (c) industrial
development obligations;
|
All Funds Except Emerging Markets Debt, U.S. Mortgages, Investment Grade Credit, High Yield
Floating Rate, Strategic Income, Local Emerging Markets Debt, Short Duration Income and World Bond Funds
|
(2)
|
Borrow money, except (a) the Fund may borrow from banks (as defined in the Act) or through reverse repurchase agreements in amounts up to
33-1/3%
of its total assets (including the amount borrowed); (b) the Fund may, to the extent permitted by applicable law, borrow up to an additional 5% of its total assets for temporary purposes; (c) the
Fund may obtain such short-term credits as may be necessary for the clearance of purchases and sales of portfolio securities; (d) the Fund may purchase securities on margin to the extent permitted by applicable law; and (e) the Fund may
engage in transactions in mortgage dollar rolls which are accounted for as financings;
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The following
interpretation applies to, but is not part of, this fundamental policy: In determining whether a particular investment in portfolio instruments or participation in portfolio transactions is subject to this borrowing policy, the accounting treatment
of such instrument or participation shall be considered, but shall not by itself be determinative. Whether a particular instrument or
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transaction constitutes a borrowing shall be determined by the Board, after consideration of all of the relevant circumstances.
Emerging Markets Debt, U.S. Mortgages, Investment Grade Credit, High Yield Floating Rate, Strategic Income, Short Duration Income and World Bond Funds
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(2)
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Borrow money, except (a) the Fund, to the extent permitted by applicable law, may borrow from banks (as defined in the Act), other affiliated investment companies
and other persons or through reverse repurchase agreements in amounts up to
33-1/3%
of its total assets (including the amount borrowed); (b) the Fund may, to the extent permitted by applicable law, borrow
up to an additional 5% of its total assets for temporary purposes; (c) the Fund may obtain such short-term credits as may be necessary for the clearance of purchases and sales of portfolio securities; (d) the Fund may purchase securities
on margin to the extent permitted by applicable law; and (e) the Fund may engage in transactions in mortgage dollar rolls which are accounted for as financings;
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The following interpretation applies to, but is not part of, this fundamental policy: In determining whether a particular investment in
portfolio instruments or participation in portfolio transactions is subject to this borrowing policy, the accounting treatment of such instrument or participation shall be considered, but shall not by itself be determinative. Whether a particular
instrument or transaction constitutes a borrowing shall be determined by the Board, after consideration of all of the relevant circumstances.
Local Emerging Markets Debt Fund
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(2)
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Borrow money, except (a) the Fund, to the extent permitted by applicable law, may borrow from banks (as defined in the Act), other affiliated investment companies
and other persons or through reverse repurchase agreements in amounts up to
33-1/3%
of its total assets (including the amount borrowed); (b) the Fund may, to the extent permitted by applicable law, borrow
up to an additional 5% of its total assets for temporary purposes; (c) the Fund may obtain such short-term credits as may be necessary for the clearance of purchases and sales of portfolio securities; and (d) the Fund may purchase
securities on margin to the extent permitted by applicable law;
|
The following interpretation applies to, but is
not part of, this fundamental policy: In determining whether a particular investment in portfolio instruments or participation in portfolio transactions is subject to this borrowing policy, the accounting treatment of such instrument or
participation shall be considered, but shall not by itself be determinative. Whether a particular instrument or transaction constitutes a borrowing shall be determined by the Board, after consideration of all of the relevant circumstances.
All Funds Except Emerging Markets Debt, Local Emerging Markets Debt, U.S. Mortgages, Investment Grade Credit, High Yield Floating Rate,
Strategic Income, Short Duration Income and World Bond Funds
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(3)
|
Make loans, except through (a) the purchase of debt obligations in accordance with the Funds investment objective and policies; (b) repurchase
agreements with banks, brokers, dealers and other financial institutions; and (c) loans of securities as permitted by applicable law;
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Emerging Markets Debt, Local Emerging Markets Debt, U.S. Mortgages, Investment Grade Credit, High Yield Floating Rate, Strategic Income, Short Duration Income and World Bond Funds
|
(3)
|
Make loans, except through (a) the purchase of debt obligations in accordance with the Funds investment objective and policies; (b) repurchase
agreements with banks, brokers, dealers and other financial institutions; (c) loans of securities as permitted by applicable law; and (d) loans to affiliates of the Fund to the extent permitted by law;
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All Funds
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(4)
|
Underwrite securities issued by others, except to the extent that the sale of portfolio securities by the Fund may be deemed to be an underwriting;
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All Funds Except Core Fixed Income, Core Plus Fixed Income and Inflation Protected Securities Funds
|
(5)
|
Purchase, hold or deal in real estate, although the Fund may purchase and sell securities that are secured by real estate or interests therein, securities of real
estate investment trusts and mortgage-related securities and may hold and sell real estate acquired by the Fund as a result of the ownership of securities;
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Core Fixed Income, Core Plus Fixed Income and Inflation Protected Securities Funds
|
(5)
|
Purchase, hold or deal in real estate (including real estate limited partnerships) or oil, gas or mineral leases, although the Fund may purchase and sell securities
that are secured by real estate or interests therein, may purchase mortgage-related securities and may hold and sell real estate acquired by the Fund as a result of the ownership of securities;
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All Funds
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(6)
|
Invest in commodities or commodity contracts, except that the Fund may invest in currency and financial instruments and contracts that are commodities or commodity
contracts;
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All Funds
|
(7)
|
Issue senior securities to the extent such issuance would violate applicable law;
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All Funds Except Global Income, Emerging Markets Debt, Local Emerging Markets Debt, High Yield Municipal and World Bond Funds
|
(8)
|
Make any investment inconsistent with the Funds classification as a diversified company under the Act.
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Each Fund may, notwithstanding any other fundamental investment restriction or policy, invest some or all of its assets in a single
open-end
investment company or series thereof with substantially the same fundamental investment objective, restrictions and policies as the Fund.
Non-Fundamental
Investment Restrictions
In addition to the fundamental policies mentioned above, the Trustees have adopted the following
non-fundamental
policies which can be changed or amended by action of the Trustees without approval of shareholders. Again, for purposes of the following limitations, any limitation which involves a maximum
percentage shall not be considered violated unless an excess over the percentage occurs immediately after, and is caused by, an acquisition of securities by the Fund.
The Fund may not:
All Funds
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(1)
|
Invest in companies for the purpose of exercising control or management;
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(2)
|
Invest more than 15% of the Funds net assets in illiquid investments, including illiquid repurchase agreements with a notice or demand period of more than seven
days, securities which are not readily marketable and restricted securities not eligible for resale pursuant to Rule 144A under the 1933 Act;
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|
(3)
|
Purchase additional securities if the Funds borrowings
(excluding covered mortgage dollar rolls and such short-term credits as may be necessary for the
clearance of purchases and sales of portfolio securities) exceed 5% of its net assets;
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All Funds Except Strategic Income and
World Bond Funds
|
(4)
|
Make short sales of securities, except short sales
against-the-box.
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