APPENDIX C: HSBC FUNDS, HSBC ADVISOR FUNDS
TRUST, and HSBC PORTFOLIOS PROXY
|
|
VOTING POLICY
|
C-1
|
|
|
APPENDIX D: PROXY VOTING POLICY AND PROCEDURES for HSBC
GLOBAL ASSET
|
|
MANAGEMENT (USA) INC., HSBC GLOBAL ASSET MANAGEMENT (HONG
KONG) LIMITED,
|
|
HSBC GLOBAL ASSET MANAGEMENT (SINGAPORE)
LIMITED
|
D-1
|
|
|
APPENDIX E: WESTFIELD CAPITAL, PROXY VOTING
POLICY
|
E-1
|
|
|
APPENDIX F: WINSLOW, PROXY VOTING POLICY
SUMMARY
|
F-1
|
|
|
APPENDIX G: HSBC GLOBAL ASSET MANAGEMENT (FRANCE) PROXY
VOTING POLICY
|
|
SUMMARY
|
G-1
|
vi
GENERAL INFORMATION
THE FUNDS
Each of the HSBC BRIC Equity Fund
(BRIC Equity Fund), HSBC China Equity Fund (China Equity Fund), HSBC Growth
Fund (Growth Fund), HSBC India Equity Fund (India Equity Fund), HSBC
Opportunity Fund (Opportunity Fund), and HSBC Short Duration Fixed Income Fund
(Short Duration Fund) and the Aggressive Strategy Fund (Aggressive Strategy
Fund), Balanced Strategy Fund (Balanced Strategy Fund), Conservative Strategy
Fund (Conservative Strategy Fund), Moderate Strategy Fund (Moderate Strategy
Fund) and Income Strategy Fund (Income Strategy Fund) (each a World
Selection Fund) is a series of the Trust, an open-end, management investment
company that currently consists of multiple series, each of which has its own
distinct investment objectives and policies. The HSBC Opportunity Fund, Class I
Shares (Advisor Opportunity Fund) is a separate series of the Advisor Trust.
Each Fund is diversified, within the meaning of the Investment Company Act of
1940, as amended (the 1940 Act), except the China Equity Fund and India Equity
Fund, which are non-diversified.
Each Fund is described in this SAI. The
Trust also includes certain fixed income, equity, asset allocation and money
market funds (Money Market Funds) that are covered in separate Statements of
Additional Information.
THE TRUST
The Growth Fund, Opportunity Fund, and
Short Duration Fund are each feeder funds (each, a Feeder Fund) in a
master/feeder arrangement whereby the Fund seeks to achieve its investment
objective by investing all of its assets in a series (each, an Underlying
Portfolio) of the HSBC Portfolios (the Portfolio Trust) which has the same
investment objective as the corresponding Feeder Fund, as indicated below:
Feeder Fund
|
Underlying Portfolio (Master
Portfolio)
|
Growth Fund
|
Growth Portfolio
|
Opportunity Fund and
|
Opportunity Portfolio
|
Advisor Opportunity Fund
|
Short Duration Fund
|
Short Duration Fixed Income Portfolio (the
Short
|
Duration
Portfolio)
|
With respect to the Feeder Funds, the
descriptions of the Funds in this SAI are inclusive of the Underlying Portfolios
in which the Funds invest. The Portfolio Trust is an open-end management
investment company.
As of the date of this SAI, the BRIC
Equity Fund, China Equity Fund, India Equity Fund and Short Duration Fund had
not commenced operations.
Shares of the BRIC Equity Fund, India
Equity Fund, and China Equity Fund are divided into two separate classes: Class
A (the Class A Shares) and Class I (the Class I Shares.) Shares of the World
Selection Funds and the Opportunity Fund are divided into three separate
classes: Class A Shares, Class B (the Class B Shares) and Class C (the Class
C Shares). Shares of each of the other Funds listed above are divided into four
separate classes: Class A Shares, Class B Shares, Class C Shares and Class I
Shares.
Shares of the Funds, including the
World Selection Funds, are continuously offered by the Distributor. Certain
share classes are subject to investment minimums. See the Prospectuses and
Purchase of Shares and Sales Charges in this SAI.
See Description Of Shares, Voting
Rights, and Liabilities - Trust and Advisor Trust, and Other Information
Capitalization for more information about the Trust.
1
THE ADVISOR TRUST
The Advisor Opportunity Fund is a
series of the Advisor Trust, an open-end, diversified management investment
company. The Advisor seeks to achieve the investment objective of the Advisor
Opportunity Fund by investing all of the Advisor Opportunity Funds assets in
the Opportunity Portfolio, as set forth in the table above on page 1. Therefore,
the Advisor Opportunity Fund is a Feeder Fund, in addition to the Feeder Funds
of the Trust. The Opportunity Portfolio is a series of the Portfolio Trust and
has the same investment objective as the Advisor Opportunity Fund. The Advisor
Opportunity Fund is offered in a single class, Class I Shares, and is offered to
investment management clients of the Adviser and its affiliates, or to investors
that meet certain minimum investment requirements. See the Prospectuses and
Purchase of Shares and Sales Charges.
See Description of Shares, Voting
Rights, and Liabilities - Trust and Advisor Trust, and Other Information
Capitalization for more information about the Advisor Trust in this SAI.
WORLD SELECTION FUNDS
Each World Selection Fund is a fund of
funds, meaning that it seeks to achieve its investment objective by investing
primarily in a combination of mutual funds managed by the Adviser (the
Affiliated Underlying Funds) and mutual funds and exchange-traded funds
("ETFs") managed by investment advisers that are not associated with the Adviser
(Unaffiliated Underlying Funds and, together with the Affiliated Underlying
Funds, the Underlying Funds). Each Fund may also purchase and hold
exchange-traded notes (ETNs). The Underlying Funds may include private equity
funds and real estate funds that are organized as mutual funds or ETFs. Each
World Selection Fund invests according to the investment objectives and
strategies described in its Prospectus.
The World Selection Funds provide an
asset allocation option to investors who seek to diversify their investment
across a variety of asset classes. The World Selection Funds consist of the
following asset allocation Funds: Aggressive Strategy Fund, Conservative
Strategy Fund, Balanced Strategy Fund, Moderate Strategy Fund and Income
Strategy Fund. Each World Selection Fund offers three different classes of
shares: Class A Shares, Class B Shares and Class C Shares. Each class of shares
has different characteristics and is subject to different fees and expenses. See
Purchase of Shares for information about the various classes and eligibility
to invest therein.
INVESTMENT OBJECTIVE, POLICIES AND
RESTRICTIONS
The following information supplements
the discussion of the investment objective, policies, and risks of each Fund in
the Prospectuses. There can be no assurance that the investment objectives of a
Fund will be achieved. Except as otherwise indicated, the investment objective
and related policies and strategies of a Fund are not fundamental and may be
changed by the Board of Trustees of the relevant Trust or Trusts (the Board)
without the approval of Fund shareholders. Shareholders will be given advance
notice of material changes to a Fund's investment objective or other
non-fundamental investment policies. If there is a change, shareholders should
consider whether a Fund remains an appropriate investment in light of their
then-current financial position and needs.
With respect to the Feeder Funds, it
should be understood that all discussions of investment objectives, strategies
and risks of a Fund refer also to the investment objectives, strategies and
risks of the Underlying Portfolio.
With respect to the World Selection
Funds, the discussions in the Prospectus of investment objectives, strategies,
and risks that are applicable to the Underlying Funds in which a World Selection
Fund invests are relevant to understanding the investment objectives,
strategies, and risks of the World Selection Fund. The ability of a World
Selection Fund to meet its investment objective depends on the ability of the
Underlying Funds to meet their own investment objectives. It is possible that
one or more Underlying Funds will not meet their own investment objectives,
which would affect a World Selection Funds performance. There can be no
assurance that the investment objective of any World Selection Fund or any
Underlying Fund will be achieved.
For purposes of this SAI, references to
a Funds subadviser (each, a Subadviser) should be understood as referring to
the relevant Subadviser.
2
HSBC FUNDS
CHINA EQUITY FUND AND INDIA EQUITY FUND
Because the Funds are non-diversified,
the Funds are not subject to any statutory restrictions under the 1940 Act with
respect to limiting the investment of the Funds assets in one or relatively few
issuers. This ability to invest in a relatively small number of issuers may
present greater risks than in the case of a diversified mutual fund. However,
each Fund intends to qualify as a regulated investment company under
Subchapter M of the Internal Revenue Code of 1986, as amended (the Code). In
order to so qualify under current law, at the close of each quarter of the
Funds taxable year, at least 50% of each Funds total assets must be
represented by cash, U.S. Government securities, investment company securities
and other securities limited in respect of any one issuer to not more than 5% in
value of the total assets of that Fund and not more than 10% of the outstanding
voting securities of such issuer. In addition, at the close of each quarter of
its taxable year, not more than 25% of each Funds total assets may be invested
in securities of one issuer (or two or more issuers which are controlled by that
Fund and which are determined to be engaged in the same or similar trades or
businesses or related businesses) other than U.S. Government securities or in
the securities of one or more qualified publicly traded
partnerships.
GROWTH FUND (GROWTH
PORTFOLIO)
The Fund seeks to achieve its
investment objective by investing all of its assets in the Growth Portfolio,
which has the same investment objective as the Fund.
In addition to the permissible
investments described in the Prospectus, the Growth Portfolio also may: (i)
invest in options on securities, securities indices or foreign currencies, (ii)
invest in futures contracts and options on futures contracts, (iii) enter into
forward foreign currency exchange contracts, and (iv) invest up to 10% of its
net assets (at the time of investment) in debt and equity securities which are
traded in developed foreign countries. The Growth Portfolio does not intend to
write covered call options with respect to securities with an aggregate market
value of more than 10% of its total assets at the time an option is written. The
Growth Portfolio will not invest more than 5% of its net assets (at the time of
investment) in lower rated (BB (rated by S&P)/Ba (rated by Moodys) or
lower), high-yield bonds, commonly referred to as junk bonds. The Growth
Portfolio may retain a bond when its rating drops below investment grade if it
is in the best interest of its shareholders. Securities rated BB/Ba or lower by
a nationally recognized statistical rating organization (NRSRO) are considered
to have speculative characteristics.
The Growth Portfolio will not purchase
securities for short-term trading purposes. Pending investment in equity and
debt and also for temporary defensive purposes, the Growth Portfolio may invest
in short-term debt and other high-quality, fixed income securities and cash
equivalents, which may include, but are not limited to: (i) short-term
obligations of the U.S. and foreign sovereign governments and their agencies and
instrumentalities; (ii) interest bearing savings deposits, certificates of
deposit and bankers acceptances of U.S. and foreign banks; (iii) high-quality
rated commercial paper of U.S. or foreign issuers; and (iv) repurchase
agreements related to the foregoing.
When Winslow, the subadviser to the
Portfolio, believes that investing for temporary defensive reasons is
appropriate, such as during times of international, political or economic
uncertainty or turmoil, or in order to meet anticipated redemption requests,
part or all of the Growth Portfolios assets may be invested in cash (including
foreign currency) or cash equivalent short-term obligations including, but not
limited to, certificates of deposit, commercial paper, short-term notes and U.S.
Government securities. U.S. Government securities in which the Growth Portfolio
may invest include: (i) U.S. Treasury obligations, which differ only in their
interest rates, maturities and times of issuance, including: U.S. Treasury bills
(maturities of one year or less); U.S. Treasury notes (maturities of one to ten
years); and U.S. Treasury bonds (generally maturities of greater than ten
years), all of which are backed by the full faith and credit of the U.S.
Government; and (ii) obligations issued or guaranteed by U.S. Government
agencies, authorities or instrumentalities, some of which are backed by the full
faith and credit of the U.S. Treasury (e.g., direct pass-through certificates of
the Government National Mortgage Association), some of which are supported by
the right of the issuer to borrow from the U.S. Government (e.g., obligations of
Federal Home Loan Banks), and some of which are backed only by the credit of the
issuer itself (e.g., obligations of the Federal Farm Credit Bank). The
Portfolios investment objective may not be achieved when it is invested in a
temporary defensive position.
3
OPPORTUNITY FUND AND ADVISOR
OPPORTUNITY FUND (OPPORTUNITY PORTFOLIO)
The Opportunity Fund and Advisor
Opportunity Fund each seek to achieve their investment objectives by investing
all of their assets in the Opportunity Portfolio, which has the same objective
as both the Opportunity Fund and the Advisor Opportunity Fund. The following
description applies to each Fund.
Although the Portfolio will invest
primarily in common stocks, the Portfolio may, to a limited extent, seek
appreciation in other types of securities such as foreign or convertible
securities and warrants when relative values make such purchases appear
attractive either as individual issues or as types of securities in certain
economic environments. The Opportunity Portfolio may invest up to 20% (and
generally expects to invest between 5% and 10%) in foreign securities, excluding
American Depositary Receipts (ADRs).
When Westfield, the subadviser to the
Portfolio, believes that investing for temporary defensive reasons is
appropriate, such as during times of international, political or economic
uncertainty or turmoil, or in order to meet anticipated redemption requests,
part or all of the Portfolios assets may be invested in cash (including foreign
currency) or cash equivalent short-term obligations including, but not limited
to, certificates of deposit, commercial paper, short-term notes and U.S.
Government securities. U.S. Government securities in which the Portfolio may
invest include: (i) U.S. Treasury obligations, which differ only in their
interest rates, maturities and times of issuance, including: U.S. Treasury bills
(maturities of one year or less); U.S. Treasury notes (maturities of one to ten
years); and U.S. Treasury bonds (generally maturities of greater than ten
years), all of which are backed by the full faith and credit of the U.S.
Government; and (ii) obligations issued or guaranteed by U.S. Government
agencies, authorities or instrumentalities, some of which are backed by the full
faith and credit of the U.S. Treasury (e.g., direct pass-through certificates of
the Government National Mortgage Association), some of which are supported by
the right of the issuer to borrow from the U.S. Government (e.g., obligations of
Federal Home Loan Banks) and some of which are backed only by the credit of the
issuer itself (e.g., obligations of the Federal Farm Credit Bank). The
Portfolios investment objective may not be achieved when it is invested in a
temporary defensive position.
SHORT DURATION FUND (SHORT DURATION
PORTFOLIO)
The Fund seeks to achieve its
investment objective by investing all of its assets in the Portfolio, which has
the same investment objective as the Fund. The Portfolio may invest in U.S.
dollar-denominated debt obligations issued or guaranteed by U.S. corporations or
U.S. commercial banks, U.S. dollar-denominated obligations of foreign issuers,
and debt obligations of foreign issuers denominated in foreign currencies. Such
debt obligations include, among others, bonds, notes, debentures, commercial
paper and variable rate demand notes. The bank obligations in which the
Portfolio may invest include certificates of deposit, bankers acceptances, and
fixed time deposits.
A portion of the Portfolios assets may
be invested in bonds and other fixed income securities denominated in foreign
currencies (subject to any limitation set forth in the Prospectus) if, in the
opinion of the Adviser, the combination of current yield and currency value
offer attractive expected returns. These holdings may be in as few as one
foreign currency bond market (such as the United Kingdom gilt market), or may be
spread across several foreign bond markets. The Portfolio may also purchase
securities of developing countries. When the total return opportunities in a
foreign bond market appear attractive in local currency terms, but where, in the
Advisers judgment, unacceptable currency risk exists, currency futures,
forwards and options and swaps may be used to hedge the currency risk. The
Portfolio may invest in Eurodollar bank obligations and Yankee bank obligations,
and may also invest in Brady Bonds, which are issued as a result of a
restructuring of a countrys debt obligations to commercial banks under the
Brady Plan.
The Portfolio may also invest in the
following instruments on a temporary basis when economic or market conditions
are such that the Adviser deems a temporary defensive position to be
appropriate: time deposits, certificates of deposit and bankers acceptances
issued by a commercial bank or savings and loan association; commercial paper
rated at the time of purchase by one or more NRSROs in one of the two highest
categories or, if not rated, issued by a corporation having an outstanding
unsecured debt issue rated high-grade by an NRSRO; short-term corporate
obligations rated high-grade by an NRSRO; U.S. Government obligations;
Government agency securities issued or guaranteed by U.S. Government-sponsored
instrumentalities and federal agencies; and repurchase agreements collateralized
by the securities listed above.
4
The Portfolio may use derivatives to
the extent set forth in the Prospectus, as supplemented by the additional
disclosures in this SAI. While the Portfolio intends to use derivatives
primarily for hedging purposes or for cash management purposes, it may also do
so to enhance return when the Adviser believes the investment will assist the
Portfolio in achieving its investment objectives.
INVESTMENT TECHNIQUES
Each Fund (through its investments in
the Underlying Funds for each World Selection Fund) invests in a variety of
securities in accordance with its investment objectives and policies (as
described in the Prospectuses and above in this SAI) and employs a number of
investment techniques. Each type of security and technique involves certain
risks. The following is an alphabetical list of the investment techniques used
by the Funds as indicated in the table, and the main risks associated with those
techniques. For purposes of this section, the term Fund includes any
Underlying Fund in which a World Selection Fund invests.
For the Opportunity Fund, Advisor
Opportunity Fund and Growth Fund (the Equity Funds), and Short Duration Fund,
references to investment techniques employed by a Fund refer to the techniques
employed by the relevant Underlying Portfolio. For the Equity Funds, as well as
the BRIC Equity Fund, China Equity Fund and India Equity Fund (the Global
Funds), references to the Adviser should be understood as referring jointly to
the Adviser and the relevant Subadviser. The Global Funds may be included in the
definition of the Equity Funds where appropriate.
The table below indicates the types of
investments and techniques that are material to the investment strategies
employed by each Fund. In some cases, the omission of a Fund is not intended to
imply that the Fund is precluded from investing in the types of investments or
employing the techniques indicated below. Generally, if a particular type of
investment or technique is not indicated as being applicable to a particular
Fund, the particular type of investment or technique will not be material to the
investment strategies employed by the Fund, although any risk factors that are
stated more generally with respect to any broader category of investment or
technique may still apply.
|
Equity
|
Global
|
World Selection
|
|
|
Funds
|
Funds
|
Funds
|
|
Type of Investment or
Technique
|
Growth
Fund
|
Opportunity Fund and Advisor Opportunity Fund
|
BRIC Equity Fund
|
China
Equity Fund
|
India Equity Fund
|
Aggressive Strategy Fund
|
Balanced Strategy Fund
|
Conservative Strategy Fund
|
Moderate Strategy Fund
|
Income Strategy Fund
|
Short Duration Fund
|
American Depositary
Receipts
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
|
Asset-Backed
Securities
|
|
|
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
Banking Industry and Savings
and Loan Industry Obligations
|
|
|
|
X
|
X
|
|
|
|
|
|
X
|
Brady Bonds
|
|
|
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
Cash Sweep Program
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
Commodity Securities
|
|
|
|
|
|
X
|
X
|
X
|
X
|
X
|
|
Convertible
Securities
|
X
|
X
|
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
Derivatives
|
|
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
Forward Foreign Currency
Contracts and Options on Foreign Currencies
|
|
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
Futures Contracts
|
|
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
5
|
Equity
|
Global
|
World Selection
|
|
|
Funds
|
Funds
|
Funds
|
|
Type of
Investment or Technique
|
Growth
Fund
|
Opportunity Fund and Advisor Opportunity Fund
|
BRIC Equity Fund
|
China
Equity Fund
|
India Equity Fund
|
Aggressive Strategy Fund
|
Balanced Strategy Fund
|
Conservative Strategy Fund
|
Moderate Strategy Fund
|
Income Strategy Fund
|
Short Duration Fund
|
Hybrid
Instruments
|
|
|
|
|
|
X
|
X
|
X
|
X
|
X
|
|
Options
and Futures and Related Risks
|
|
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
Swaps,
Caps, Floors and Collars
|
|
|
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
Emerging
Markets
|
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
Equity
Securities
|
X
|
X
|
|
|
|
X
|
X
|
X
|
X
|
X
|
X
|
Eurodollar and Yankee Bank Obligations
|
|
|
|
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
Exchange
Traded Funds
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
Exchange
Traded Notes
|
|
|
|
|
|
X
|
X
|
X
|
X
|
X
|
|
Fixed
Income Securities
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
Floating
and Variable Rate Obligations
|
|
|
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
Foreign
Currency Exchange - Related Securities
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
Foreign
Securities
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
High
Yield/High Risk Securities
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
Illiquid
Investments, Rule 144A Securities, and Section 4(2) Securities
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
Inverse
Floating Rate Obligations
|
|
|
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
Investment Company Securities
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
Money
Market Securities
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
Mortgage
Dollar Roll Transactions
|
|
|
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
Mortgage-Related Securities
|
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
Other
Depositary Receipts (CDRs, EDRs, GDRs)
|
|
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
|
Private
Equity Securities
|
|
|
|
|
|
X
|
X
|
X
|
X
|
X
|
|
Real
Estate Securities
|
X
|
X
|
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
|
Repurchase Agreements
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
Short
Sales
|
|
|
|
|
|
X
|
X
|
X
|
X
|
X
|
X
|
Short-Term Trading
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
Sovereign and Supranational Debt Obligations
|
|
X
|
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
|
Special
Risk Factors Affecting Brazil
|
|
|
X
|
|
|
|
|
|
|
|
|
Special
Risk Factors Affecting China
|
|
|
X
|
X
|
|
|
|
|
|
|
|
Special
Risk Factors Affecting India
|
|
|
X
|
|
X
|
|
|
|
|
|
|
Special
Risk Factors Affecting Russia
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
Government Securities
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
Warrants
|
X
|
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
|
When-Issued and Delayed-Delivery Securities
|
|
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
Writing
Covered Calls
|
|
|
|
|
|
X
|
X
|
X
|
X
|
X
|
|
Zero
Coupon Obligations
|
|
|
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
6
AMERICAN DEPOSITARY RECEIPTS
The Funds may invest in ADRs. ADRs are
certificates issued by a U.S. depository (usually a bank) and represent a
specified quantity of shares of an underlying non-U.S. stock on deposit with a
custodian bank as collateral. ADRs may be sponsored or unsponsored. A sponsored
ADR is issued by a depository that has an exclusive relationship with the issuer
of the underlying security. An unsponsored ADR may be issued by any number of
U.S. depositories. Under the terms of most sponsored arrangements, depositories
agree to distribute notices of shareholder meetings and voting instructions, and
to provide shareholder communications and other information to the ADR holders
at the request of the issuer of the deposited securities. The depository of an
unsponsored ADR, on the other hand, is under no obligation to distribute
shareholder communications received from the issuer of the deposited securities
or to pass through voting rights to ADR holders in respect of the deposited
securities. The Funds may invest in either type of ADR.
Although a U.S. investor (such as a
Fund) holds a substitute receipt of ownership rather than direct stock
certificates, the use of the depositary receipts in the United States can reduce
costs and delays as well as potential currency exchange and other difficulties.
The Funds may purchase securities in local markets and direct delivery of these
ordinary shares to the local depository of an ADR agent bank in the foreign
country. Simultaneously, the ADR agents create a certificate that settles at the
Funds custodian in five days. The Funds may also execute trades on the U.S.
markets using existing ADRs. A foreign issuer of the security underlying an ADR
is generally not subject to the same reporting requirements in the United States
as a domestic issuer. Accordingly, the information available to a U.S. investor
will be limited to the information the foreign issuer is required to disclose in
its own country and the market value of an ADR may not reflect undisclosed
material information concerning the issuer of the underlying security. ADRs may
also be subject to exchange rate risks if the underlying foreign securities are
denominated in foreign currency. Other types of depositary receipts are
discussed under Other Depositary Receipts in this section.
ASSET-BACKED SECURITIES
The Funds may invest in asset-backed
securities. Through the use of trusts and special purpose subsidiaries, various
types of assets, including auto loans, credit card receivables, home equity
loans, and student loans, are being securitized in pass-through structures
similar to the mortgage pass-through structures described below or in a
pay-through structure similar to the collateralized mortgage
structure.
Asset-backed 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, a
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 a 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, a Fund will be unable to possess and sell the
underlying collateral and that the Funds recoveries on repossessed collateral
may not be available to support payments on these securities. The risks
associated with asset-backed securities are often reduced by the addition of
credit enhancements such as a letter of credit from a bank, excess collateral or
a third-party guarantee.
7
BANKING INDUSTRY AND SAVINGS AND LOAN
INDUSTRY OBLIGATIONS
The World Selection Funds may invest in
certificates of deposit, time deposits, bankers acceptances, and other
short-term debt obligations issued by commercial banks and savings and loan
associations (S&Ls). As a temporary defensive measure, the Short Duration
Fund, China Equity Fund and India Equity Fund, may also invest in such
obligations.
Certificates of deposit are receipts
from a bank or S&L for funds deposited for a specified period of time at a
specified rate of return. Time deposits in banks or S&Ls are generally
similar to certificates of deposit but are uncertificated. Bankers acceptances
are time drafts drawn on commercial banks by borrowers, usually in connection
with international commercial transactions. Time deposits maturing in more than
seven days and subject to withdrawal penalties will be subject to each Funds
restriction on investments in illiquid securities.
The Funds will not invest in any
obligation of a commercial bank unless (i) the bank has total assets of at least
$1 billion, or the equivalent in other currencies, or, in the case of domestic
banks that do not have total assets of at least $1 billion, the aggregate
investment made in any one such bank is limited to $250,000 and the principal
amount of such investment is insured in full by the Federal Deposit Insurance
Corporation (the FDIC); (ii) in the case of U.S. banks, it is a member of the
FDIC; and (iii) in the case of foreign banks and foreign branches of U.S. banks,
the security is deemed by the Adviser to be of an investment quality comparable
with other debt securities that may be purchased by the Funds.
The Funds may also invest in
obligations of U.S. banks, foreign branches of U.S. banks (Eurodollars) and U.S.
branches of foreign banks (Yankee dollars) as a temporary defensive measure.
Euro and Yankee dollar investments will involve some of the same risks as
investing in foreign securities, as described below.
BRADY BONDS
The Funds may invest a portion of their
assets in Brady Bonds, which are securities created through the exchange of
existing commercial bank loans to sovereign entities for new obligations in
connection with debt restructurings. Brady Bonds are not considered U.S.
Government securities.
Brady Bonds may be collateralized or
uncollateralized and are issued in various currencies (primarily the U.S.
dollar). U.S. dollar-denominated, collateralized Brady Bonds, which may be fixed
rate par bonds or floating rate discount bonds, are generally collateralized in
full as to principal by U.S. Treasury zero coupon bonds having the same maturity
as the Brady Bonds. Interest payments on these Brady Bonds generally are
collateralized on a one-year or longer rolling-forward basis by cash or
securities in an amount that, in the case of fixed rate bonds, is equal to at
least one year of interest payments or, in the case of floating rate bonds,
initially is equal to at least one years 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) the collateralized repayment of
principal at final maturity; (ii) the collateralized interest payments; (iii)
the uncollateralized interest payments; and (iv) any uncollateralized repayment
of principal at maturity (these uncollateralized amounts constitute the
residual risk).
Brady Bonds involve various risk
factors, including the history of defaults with respect to commercial bank loans
by public and private entities of countries issuing Brady Bonds. Investments in
Brady Bonds are to be viewed as speculative. There can be no assurance that
Brady Bonds in which the Funds may invest will not be subject to restructuring
arrangements or to requests for new credit, which may cause a Fund to suffer a
loss of interest or principal on any of its holdings.
CASH SWEEP PROGRAM
Each Fund may participate in a cash
sweep program (the Cash Sweep Program). In the Cash Sweep Program, a Funds
uninvested cash balances are used to purchase Class I Shares of the HSBC Prime
Money Market Fund (the Prime Money Market Fund). The Cash Sweep Program can
reduce exposure to the risk of counterparty default on repurchase agreements and the market
risk associated with direct purchases of short-term obligations, while providing
ready liquidity and increased diversity of holdings. Class I Shares of the Prime
Money Market Fund sold to and redeemed from a Fund will not be subject to a
sales charge, as defined in rule 2830(b)(8) of the Conduct Rules of the
Financial Industry Regulatory Authority (FINRA), or service fee, as defined in
rule 2830(b)(9) of the Conduct Rules of FINRA, in connection with the purchase,
sale, or redemption of such shares by a Fund, or the advisory fee for the
investing Fund will be waived in an amount that offsets the amount of such sales
charges and/or service fees incurred by that Fund. More detailed information
about the Prime Money Market Fund may be found in its current Prospectus and the
separate SAI that includes the various Money Market Funds.
8
COMMODITY SECURITIES
The Funds may invest in commodity
securities, such as in the form of ETNs. Investment exposure to the commodities
markets may subject an investor to greater volatility than investments in
traditional securities, such as stocks and bonds. The commodities markets may
fluctuate widely based on a variety of factors. These include changes in overall
market movements, domestic and foreign political and economic events and
policies, war, acts of terrorism, changes in domestic or foreign interest rates
and/or investor expectations concerning interest rates, domestic and foreign
inflation rates and/or investor expectations concerning inflation rates and
investment and trading activities of mutual funds, hedge funds and commodities
funds.
CONVERTIBLE SECURITIES
The Funds may invest in securities that
are convertible into common stock. Convertible bonds are issued with lower
coupons than non-convertible bonds of the same quality and maturity, but they
give holders the option to exchange their bonds for a specific number of shares
of the companys common stock at a predetermined price. This structure allows
the convertible bond holder to participate in share price movements in the
companys common stock. The actual return on a convertible bond may exceed its
stated yield if the companys common stock appreciates in value, and the option
to convert to common shares becomes more valuable. Because of the conversion
feature, the price of the convertible security will normally fluctuate in some
proportion to changes in the price of the underlying asset, and as such is
subject to risks relating to the activities of the issuer and/or general market
and economic conditions. The income component of a convertible security may tend
to cushion the security against declines in the price of the underlying asset.
However, the income component of convertible securities causes fluctuations
based upon changes in interest rates and the credit quality of the issuer. See
Equity Securities in this section.
Convertible preferred stocks are
non-voting equity securities that pay a fixed dividend. These securities have a
convertible feature similar to convertible bonds; however, they do not have a
maturity date. Due to their fixed income features, convertible issues typically
are more sensitive to interest rate changes than the underlying common stock. In
the event of liquidation, bondholders would have claims on company assets senior
to those of stockholders; preferred stockholders would have claims senior to
those of common stockholders.
A convertible security may be subject
to redemption at the option of the issuer at a predetermined price. If a
convertible security held by a Fund is called for redemption, the Fund would be
required to permit the issuer to redeem the security and convert it to
underlying common stock, or would sell the convertible security to a third
party, which may have an adverse effect on the Funds ability to achieve its
investment objective.
DERIVATIVES
The Funds (except the Growth Fund,
Opportunity Fund and Advisor Opportunity Fund) may invest in various instruments
that are commonly known as derivatives. Generally, a derivative is a financial
arrangement the value of which is based on, or derived from, a traditional
security, asset, or market index. Some derivatives such as mortgage-related and
other asset-backed securities, are in many respects like any other investment,
although they may be more volatile or less liquid than more traditional debt
securities. There are, in fact, many different types of derivatives and many
different ways to use them. There is a range of risks associated with the use of
derivatives, including the possibility of a total loss of the amount invested.
Futures and options are commonly used for traditional hedging purposes to
attempt to protect a Fund from exposure to changing interest rates, securities
prices, or currency exchange rates and for cash management purposes as a
low-cost method of gaining exposure to a particular securities market without
investing directly in those securities. The Funds may use derivatives for
hedging purposes or cash management purposes,
as a substitute for investing directly in securities, or as part of a strategy
to gain exposure to characteristics of investments in foreign markets through
efficient portfolio management techniques. Included in the foregoing are
investments in derivatives to create synthetic foreign bond positions. Certain
Funds (as reflected in the Prospectuses or in other sections of this SAI) may
use derivatives to seek to enhance return when the Adviser believes the
investment will assist the Fund in achieving its investment
objectives.
9
The risks associated with derivatives
are heightened when the Adviser uses derivatives to enhance a Funds return or
as a substitute for a position or security, rather than solely to hedge (or
offset) the risk of a position or security held by the Fund. The success of the
Advisers derivatives strategies will also be affected by its ability to assess
and predict the impact of market or economic developments on the underlying
asset, index or rate and the derivative itself, without the benefit of observing
the performance of the derivative under all possible market conditions. Certain
derivative positions may be difficult to close out when a Funds portfolio
manager may believe it would be appropriate to do so.
Forward Foreign Currency Contracts
And Options On Foreign Currencies
The Funds may enter into forward
foreign currency contracts and options on foreign currencies. Forward foreign
currency exchange contracts (forward contracts) are generally intended to
minimize the risk of loss to a Fund from adverse changes in the relationship
between the U.S. dollar and foreign currencies. By entering into transactions in
forward contracts, however, a Fund may be required to forego the benefits of
advantageous changes in exchange rates and, in the case of forward contracts
entered into for non-hedging purposes, the Fund may sustain losses that will
reduce its gross income. Forward contracts are typically traded over-the-counter
and not on organized commodities or securities exchanges. As a result, such
contracts operate in a manner distinct from exchange-traded instruments and
their use involves certain risks beyond those associated with transactions in
futures contracts or options traded on exchanges.
A forward contract is an obligation to
purchase or sell a specific currency for an agreed price at a future date that
is individually negotiated and privately traded by currency traders and their
customers. A forward contract may be used, for example, when a Fund enters into
a contract for the purchase or sale of a security denominated in a foreign
currency in order to lock in the U.S. dollar price of the security.
The Short Duration Fund may also purchase and write put and call
options on foreign currencies for the purpose of protecting 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. See Options and
Futures and Related Risks in this section.
The Short Duration Fund may also combine forward contracts with
investments in securities denominated in other currencies in order to achieve
desired credit and currency exposures. Such combinations are generally referred
to as synthetic securities. For example, in lieu of purchasing a foreign bond, the
Fund may purchase a U.S. dollar-denominated security and at the same time enter
into a forward contract to exchange U.S. dollars for the contracts underlying
currency at a future date. By matching the amount of U.S. dollars to be
exchanged with the anticipated value of the U.S. dollar-denominated security, the
Fund may be able to lock in the foreign currency value of the security and adopt
a synthetic investment position reflecting the credit quality of the U.S.
dollar-denominated security.
There is a risk in adopting a synthetic
investment position to the extent that the value of a security denominated in
U.S. dollars or other foreign currency is not exactly matched with a Funds
obligation under the forward contract. On the date of maturity, a Fund may be
exposed to some risk of loss from fluctuations in that currency. When a Fund
enters into a forward contract for purposes of creating a synthetic security, it
will generally be required to hold high-grade, liquid securities or cash in a
segregated account with a daily value at least equal to its obligation under the
forward contract.
10
Transactions in forward contracts
entered into for hedging purposes will include forward purchases or sales of foreign currencies for the purpose of protecting the
U.S. dollar value of securities denominated in a foreign currency or protecting
the U.S. dollar-equivalent of interest or dividends to be paid on such
securities. By entering into such transactions, however, a Fund may be required
to forego the benefits of advantageous changes in exchange rates. The Funds that
may use derivatives to enhance their returns may enter into transactions in
forward contracts for purposes other than hedging, which presents greater profit
potential but also involves increased risk of losses that will reduce their
gross income. If the expected changes in the value of the currency occur, a Fund
will realize profits that will increase its gross income. Where exchange rates
do not move in the direction or to the extent anticipated, however, a Fund may
sustain losses that will reduce its gross income. Such transactions, therefore,
could be considered speculative.
Futures Contracts
The Funds may buy and sell futures contracts that relate to
(1) broadly-based stock indices (these are referred to as "stock index
futures"), (2) an individual stock ("single stock futures"), (3) other
broadly-based securities indices (these are referred to as "financial futures"),
and (4) foreign currencies. A broadly-based stock index is used as the basis for
trading stock index futures. They may, in some cases, be based on stocks of
issuers in a particular industry or group of industries. A stock index assigns
relative values to the common stocks included in the index and its value
fluctuates in response to the changes in value of the underlying stocks. A stock
index cannot be purchased or sold directly. Financial futures are similar
contracts based on the future value of the basket of securities that comprise
the index. These contracts obligate the seller to deliver, and the purchaser to
take, cash to settle the futures transaction. There is no delivery made of the
underlying securities to settle the futures obligation. Either party may also
settle the transaction by entering into an offsetting contract.
A sale of a futures contract means the acquisition of a
contractual obligation to deliver the securities or to make or accept the cash
settlement called for by the contract at a specified price on a specified date.
A purchase of a futures contract means the acquisition of a contractual
obligation to acquire the securities or to make or accept the cash settlement
called for by the contract at a specified price on a specified date.
A Fund may enter into transactions in futures contracts to
protect itself from fluctuations in interest rates but without the risks and
transaction costs of buying or selling long-term debt securities. For example,
if a Fund owns long-term bonds, and interest rates were expected to increase,
the Fund might enter into futures contracts for the sale of debt securities.
Such a sale would have much the same effect as selling an equivalent value of
the long-term bonds owned by a Fund. If interest rates did increase, the value
of the debt securities in the portfolio would decline, but the value of a Funds
futures contracts would increase at approximately the same rate, thereby keeping
the net asset value (NAV) of the Fund from declining as much as it otherwise
would have. When a Fund is not fully invested, and a decline in interest rates
is anticipated, which would increase the cost of fixed income securities that
the Fund intends to acquire, the Fund may purchase a futures contract. In the
event that the projected decline in interest rates occurs, the increased cost to
the Fund of the securities acquired should be offset, in whole or in part, by
gains on the futures contracts. As portfolio securities are purchased, the Fund
will close out its futures contracts by entering into offsetting transactions on
the contract market on which the initial purchase was effected. In a substantial
majority of these transactions, a Fund will purchase fixed income securities
upon termination of the long futures positions, but under unusual market
conditions, a long futures position may be terminated without a corresponding
purchase of securities.
While futures contracts based on debt securities do provide
for the delivery and acceptance of securities, such deliveries and acceptances
are very seldom made. Generally, a futures contract is terminated by entering
into an offsetting transaction. A Fund will incur brokerage fees when it
purchases and sells futures contracts. At the time a purchase or sale is made,
cash or securities must be provided as an initial deposit known as margin. The
initial deposit required will vary, but may be as low as 2% or less of a
contracts face value. Daily thereafter, the futures contract is valued through
a process known as marking to market, and a Fund may receive or be required to
pay additional variation margin as the futures contract
becomes more or less valuable. At the time of delivery of securities pursuant to
such a contract, adjustments are made to recognize differences in value arising
from the delivery of securities with a different interest rate than the specific
security that provides the standard for the contract. In some (but not many)
cases, securities called for by a futures contract may not have been issued when
the contract was entered into.
11
When it is expected that interest rates may decline, futures
contracts may be purchased to attempt to hedge against anticipated purchases of
long-term bonds at higher prices. Since the fluctuations in the value of futures
contracts should be similar to that of long-term bonds, a Fund may be protected,
in whole or in part, against the increased cost of acquiring bonds resulting
from a decline in interest rates. Similar results could be accomplished by
selling bonds with long maturities and investing in bonds with short maturities
when interest rates are expected to increase. However, since the futures market
can be more liquid than the cash market, the use of futures contracts as an
investment technique allows action in anticipation of such an interest rate
decline without having to sell a Funds portfolio securities.
The ability to hedge effectively all or a portion of a Funds
portfolio through transactions in futures contracts depends on the degree to
which movements in the value of the fixed income securities or index underlying
such contracts correlate with movements in the value of securities held in the
Funds portfolio. If the securities (or the securities comprising the index)
underlying a futures contract are different than the portfolio securities being
hedged, they may not move to the same extent or in the same direction. In that
event, the hedging strategy might not be successful and a Fund could sustain
losses on the hedging transactions that would not be offset by gains on its
portfolio. It is also possible that there may be a negative correlation between
the index or security underlying a futures contract and the portfolio securities
being hedged, which could result in losses on both the hedging transaction and
the portfolio securities. In such instances, a Funds overall return could be
less than if the hedging transactions had not been undertaken.
The trading of futures contracts on an index of fixed income
securities entails the additional risk of imperfect correlation between
movements in the futures price and the value of the underlying index. The
anticipated spread between the prices may be distorted due to differences in the
nature of the markets, such as differences in margin requirements, the liquidity
of such markets and the participation of speculators in the futures market. The
risk of imperfect correlation, however, generally tends to diminish as the
maturity date of the futures contract approaches.
The ordinary spreads between prices in the cash and futures
markets, due to differences in the nature of those markets, are subject to
distortions. First, all participants in the futures market are subject to
initial deposit and variation margin requirements. This could require a Fund to
post additional cash as the value of the position fluctuates. Further, rather
than meeting additional variation margin requirements, investors may close out
futures contracts through offsetting transactions that could distort the normal
relationship between the cash and futures markets. Second, there is the
potential that the liquidity of the futures market may be lacking. Prior to
expiration, a futures contract may be terminated only by entering into a closing
purchase or sale transaction, which requires a secondary market on the contract
market on which the futures contract was originally entered into. While a Fund
will establish a futures position only if there appears to be a liquid secondary
market therefor, there can be no assurance that such a market will exist for any
particular futures contract at any specific time. In that event, it may not be
possible to close out a position held for a Fund, which could require the Fund
to purchase or sell the instrument underlying the futures contract, make or
receive a cash settlement, or meet ongoing variation margin requirements. The
inability to close out futures positions also could have an adverse impact on a
Funds ability to effectively hedge its portfolio.
The liquidity of a secondary market in a futures contract may
be adversely affected by daily price fluctuation limits established by the
exchanges, which limit the amount of fluctuation in the price of a futures
contract during a single trading day and prohibit trading beyond such limits
once they have been reached. The trading of futures contracts also is subject to
the risk of trading halts, suspensions, exchange or clearing house equipment
failures, government intervention, position limits, insolvency of the brokerage firm or clearing house or other disruptions
of normal trading activity, which could at times make it difficult or impossible
to liquidate existing positions or to recover excess variation margin payments.
12
Investments in futures contracts also entail the risk that if
the Advisers investment judgment about the general direction of interest rates
is incorrect, a Funds overall performance may be poorer than if the Fund had
not entered into any such contract. For example, if a Fund has been hedged
against the possibility of an increase in interest rates which would adversely
affect the price of bonds held in the Funds portfolio and interest rates
decrease instead, the Fund will lose part or all of the benefit of the increased
value of its bonds which are hedged because there will be offsetting losses in
the Funds futures positions. In addition, in such situations, if a Fund has
insufficient cash, bonds may have to be sold from the Funds portfolio to meet
daily variation margin requirements, possibly at a time when it may be
disadvantageous to do so. Such sale of bonds may be, but will not necessarily
be, at increased prices that reflect the rising market.
Each contract market on which futures contracts are traded has
established a number of limitations governing the maximum number of positions
that may be held by a trader, whether acting alone or in concert with
others.
Certain Funds have claimed an exclusion from the definition of
the term commodity pool operator (CPO) under the Commodity Exchange Act
(CEA) and, therefore, are not subject to registration or regulation as a CPO
under the CEA. The Adviser is not deemed to be a CPO with respect to its service
as investment adviser to these Funds. However, in 2012, the Commodity Futures
Trading Commission (CFTC) adopted certain rule amendments that significantly
affected the exemptions that were available to the Funds. Changes to a Funds
investment strategies or investments may cause the Fund to lose the benefits of
the exclusion and may trigger additional CFTC regulation. Additionally, the
Adviser has claimed temporary relief from registration as a CPO under the CEA
for certain Funds. To the extent that any Funds become no longer eligible to
claim an exclusion from CFTC regulation, or to the extent that the temporary
relief claimed by the Adviser expires, these Funds may consider steps in order
to qualify for the exclusion, or may determine to operate subject to CFTC
regulation. If a Fund operates subject to CFTC regulation, it may incur
additional compliance and other expenses.
When a futures contract is purchased, an amount of cash or
cash equivalents will be deposited in a segregated account with a Funds
custodian bank so that the amount so segregated, plus the initial and variation
margin held in the account of its broker, will at all times equal the value of
the futures contract, thereby insuring that the use of such futures is
unleveraged.
The Underlying Funds of the World Selection Funds may enter
into futures contracts, including those on fixed income securities or indexes of
municipal securities.
Hybrid Instruments
A hybrid instrument is a type of potentially high-risk
derivative that combines a traditional stock, bond, or commodity with an option
or forward contract. Generally, the principal amount, amount payable upon
maturity or redemption, or interest rate of a hybrid is tied (positively or
negatively) to the price of some commodity, currency or securities index or
another interest rate or some other economic factor (each a benchmark). The
interest rate or (unlike most fixed income securities) the principal amount
payable at maturity of a hybrid security may be increased or decreased,
depending on changes in the value of the benchmark. An example of a hybrid could
be a bond issued by an oil company that pays a small base level of interest with
additional interest that accrues to the extent to which oil prices exceed a
certain predetermined level. Such a hybrid instrument would be a combination of
a bond and a call option on oil.
13
Hybrids can be used as an efficient means of pursuing a
variety of investment goals, including currency hedging, duration management,
and increased total return. Hybrids may not bear interest or pay dividends. The
value of a hybrid or its interest rate may be a multiple of a benchmark and, as
a result, may be leveraged and move (up or down) more steeply and rapidly than
the benchmark. These benchmarks may be sensitive to economic and political
events, such as commodity shortages and currency devaluations, which cannot be
readily foreseen by the purchaser of a hybrid. Under certain conditions, the
redemption value of a hybrid could be zero. Thus, an investment in a hybrid may
entail significant market risks that are not associated with a similar
investment in a traditional, U.S. dollar-denominated bond that has a fixed
principal amount and pays a fixed rate or floating rate of interest. The
purchase of hybrids also exposes a Fund to the credit risk of the issuer of the
hybrids. These risks may cause significant fluctuations in the NAV of a
Fund.
Certain hybrid instruments may provide exposure to the
commodities markets. These are derivative securities with one or more
commodity-linked components that have payment features similar to commodity
futures contracts, commodity options, or similar instruments. Commodity-linked
hybrid instruments may be either equity or debt securities, leveraged or
unleveraged, and are considered hybrid instruments because they have both
security and commodity-like characteristics. A portion of the value of these
instruments may be derived from the value of a commodity, futures contract,
index or other economic variable.
Certain issuers of structured products such as hybrid
instruments may be deemed to be investment companies as defined in the 1940 Act.
As a result, a Funds investments in these products may be subject to limits
applicable to investments in investment companies and may be subject to
restrictions contained in the 1940 Act.
Options, Futures And Related Risks
The Funds may invest in options and futures contracts to the
extent set forth in the Prospectuses and this SAI. The use of options and
futures is a highly specialized activity which involves investment strategies
and risks different from those associated with ordinary portfolio securities
transactions, and there can be no guarantee that their use will increase the
return of a Fund. While the use of these instruments by a Fund may reduce
certain risks associated with owning its portfolio securities, these techniques
themselves entail certain other risks. If the Adviser applies a strategy at an
inappropriate time or judges market conditions or trends incorrectly, options
and futures strategies may lower a Funds return. Certain strategies limit the
potential of a Fund to realize gains as well as limit their exposure to losses.
A Fund could also experience losses if the prices of its options and futures
positions were poorly correlated with its other investments. There can be no
assurance that a liquid market will exist at a time when a Fund seeks to close
out a futures contract or a futures option position.
Options on Securities.
A
call option is a contract sold for a price (the premium) giving its holder
the right to buy a specific number of shares of stock at a specific price on or
prior to a specified date. A covered call option is a call option issued on
securities already owned by the writer of the call option for delivery to the
holder upon the exercise of the option. A Fund may write options for the purpose
of attempting to increase its return and for hedging purposes. In particular, if
a Fund writes an option which expires unexercised or is closed out by a Fund at
a profit, the Fund retains the premium paid for the option less related
transaction costs, which increases its gross income and offsets in part the
reduced value of the portfolio security in connection with which the option is
written, or the increased cost of portfolio securities to be acquired. In
contrast, however, if the price of the security underlying the option moves
adversely to a Funds position, the option may be exercised and the Fund will
then be required to purchase or sell the security at a disadvantageous price,
which might only partially be offset by the amount of the premium.
A Fund may write options in connection with buy-and-write
transactions; that is, a Fund may purchase a security and then write a call
option against that security. The exercise price of the call option a Fund determines to write depends upon the expected price
movement of the underlying security. The exercise price of a call option may be
below (in-the-money), equal to (at-the-money) or above (out-of-the-money)
the current value of the underlying security at the time the option is
written.
14
The writing of covered put options is similar in terms of
risk/return characteristics to buy-and-write transactions. Put options may be
used by a Fund in the same market environments in which call options are used in
equivalent buy-and-write transactions.
A Fund may also write combinations of put and call options on
the same security, a practice known as a straddle. By writing a straddle, a
Fund undertakes a simultaneous obligation to sell or purchase the same security
in the event that one of the options is exercised. If the price of the security
subsequently rises sufficiently above the exercise price to cover the amount of
the premium and transaction costs, the call will likely be exercised and a Fund
will be required to sell the underlying security at a below market price. This
loss may be offset, however, in whole or in part, by the premiums received on
the writing of the two options. Conversely, if the price of the security
declines by a sufficient amount, the put will likely be exercised. The writing
of straddles will likely be effective, therefore, only where the price of a
security remains stable and neither the call nor the put is exercised. In an
instance where one of the options is exercised, the loss on the purchase or sale
of the underlying security may exceed the amount of the premiums
received.
By writing a call option on a portfolio security, a Fund
limits its opportunity to profit from any increase in the market value of the
underlying security above the exercise price of the option. By writing a put
option, a Fund assumes the risk that it may be required to purchase the
underlying security for an exercise price above its then-current market value,
resulting in a loss unless the security subsequently appreciates in value. The
writing of options will not be undertaken by a Fund solely for hedging purposes,
and may involve certain risks that are not present in the case of hedging
transactions. Moreover, even where options are written for hedging purposes,
such transactions will constitute only a partial hedge against declines in the
value of portfolio securities or against increases in the value of securities to
be acquired, up to the amount of the premium.
A Fund may also purchase put and call options. Put options are
purchased to hedge against a decline in the value of securities held in a Funds
portfolio. If such a decline occurs, the put options will permit a Fund to sell
the securities underlying such options at the exercise price, or to close out
the options at a profit. A Fund will purchase call options to hedge against an
increase in the price of securities that the Fund anticipates purchasing in the
future. If such an increase occurs, the call option will permit a Fund to
purchase the securities underlying such option at the exercise price or to close
out the option at a profit. The premium paid for a call or put option plus any
transaction costs will reduce the benefit, if any, realized by a Fund upon
exercise of the option, and, unless the price of the underlying security rises
or declines sufficiently, the option may expire worthless to the Fund. In
addition, in the event that the price of the security in connection with which
an option was purchased moves in a direction favorable to a Fund, the benefits
realized by the Fund as a result of such favorable movement will be reduced by
the amount of the premium paid for the option and related transaction
costs.
Options on Securities Indices.
A Fund may cover call options on securities indices by owning securities
whose price changes, in the opinion of the Adviser, 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 for
additional cash consideration held in a segregated account by its custodian)
upon conversion or exchange of other securities in its portfolio. Where a Fund
covers a call option on a securities index through ownership of securities, such
securities may not match the composition of the index and, in that event, the
Fund will not be fully covered and could be subject to risk of loss in the event
of adverse changes in the value of the index.
A Fund will receive a premium from writing a put or call
option on a securities index, which increases the Funds gross income in the
event the option expires unexercised or is closed out at a profit. If the value of an index on which a Fund has written a call
option falls or remains the same, the Fund will realize a profit in the form of
the premium received (less transaction costs) that could offset all or a portion
of any decline in the value of the securities it owns. If the value of the index
rises, however, a Fund will realize a loss in its call option position, which
will reduce the benefit of any unrealized appreciation in the Funds investment.
By writing a put option, a Fund assumes the risk of a decline in the index. To
the extent that the price changes of securities owned by a Fund correlate with
changes in the value of the index, writing covered put options on indices will
increase the Funds losses in the event of a market decline, although such
losses will be offset in part by the premium received for writing the
option.
15
A Fund may also purchase put options on securities indices to
hedge its investments against a decline in value. By purchasing a put option on
a stock index, a Fund will seek to offset a decline in the value of securities
it owns through appreciation of the put option. If the value of a Funds
investments does not decline as anticipated, or if the value of the option does
not increase, the Funds loss will be limited to the premium paid for the option
plus related transaction costs. The success of this strategy will largely depend
on the accuracy of the correlation between the changes in value of the index and
the changes in value of a Funds security holdings.
The purchase of call options on securities indices may be used
by a Fund to attempt to reduce the risk of missing a broad market advance, or an
advance in an industry or market segment, at a time when the Fund holds
uninvested cash or short-term debt securities awaiting investment. When
purchasing call options for this purpose, a Fund will also bear the risk of
losing all or a portion of the premium paid if the value of the index does not
rise. The purchase of call options on securities indices when a Fund is
substantially fully invested is a form of leverage, up to the amount of the
premium and related transaction costs, and involves risks of loss and of
increased volatility similar to those involved in purchasing calls on securities
the Fund owns.
Risk Factors:
Imperfect Correlation of Hedging Instruments with a Funds
Portfolio.
The ability of a Fund to effectively hedge all or a portion of its
portfolio through transactions in options, futures contracts, and forward
contracts will depend on the degree to which price movements in the underlying
instruments correlate with price movements in the relevant portion of that
Funds portfolio. If the values of portfolio securities being hedged do not move
in the same amount or direction as the instruments underlying options, futures
contracts or forward contracts traded, a Funds hedging strategy may not be
successful and the Fund could sustain losses on its hedging strategy that would
not be offset by gains on its portfolio. It is also possible that there may be a
negative correlation between the instrument underlying an option, futures
contract or forward contract traded and the portfolio securities being hedged,
which could result in losses both on the hedging transaction and on the
portfolio securities. In such instances, a Funds overall return could be less
than if the hedging transaction had not been undertaken. In the case of futures
and options based on an index of securities or individual fixed income
securities, the portfolio will not duplicate the components of the index, and in
the case of futures contracts and options on fixed income securities, the
portfolio securities that are being hedged may not be the same type of
obligation underlying such contracts. As a result, the correlation probably will
not be exact. Consequently, a Fund bears the risk that the price of the
portfolio securities being hedged will not move in the same amount or direction
as the underlying index or obligation. In addition, where a Fund enters into
forward contracts as a cross hedge (i.e., the purchase or sale of a forward
contract on one currency to hedge against risk of loss arising from changes in
value of a second currency), the Fund incurs the risk of imperfect correlation
between changes in the values of the two currencies, which could result in
losses.
The correlation between prices of securities and prices of
options, futures contracts or forward contracts may be distorted due to
differences in the nature of the markets, such as differences in margin
requirements, the liquidity of such markets and the participation of speculators
in the option, futures contract and forward contract markets. Due to the
possibility of distortion, a correct forecast of general interest rate trends by
the Adviser may still not result in a successful transaction. The trading of options on futures contracts also entails the risk that
changes in the value of the underlying futures contract will not be fully
reflected in the value of the option. The risk of imperfect correlation,
however, generally tends to diminish as the maturity or termination date of the
futures contract or forward contract approaches.
16
The trading of options, futures contracts and forward
contracts also entails the risk that, if the Advisers judgment as to the
general direction of interest or exchange rates is incorrect, a Funds overall
performance may be poorer than if it had not entered into any such contract. For
example, if a Fund has hedged against the possibility of an increase in interest
rates, and rates instead decline, the Fund will lose part or all of the benefit
of the increased value of the securities being hedged, and may be required to
meet ongoing daily variation margin payments.
Certain Funds may each purchase and write options not only for
hedging purposes, cash management, or to simulate investments in otherwise
permissible securities, but also for the purpose of attempting to increase its
return. As a result, those Funds will incur the risk that losses on such
transactions will not be offset by corresponding increases in the value of
portfolio securities or decreases in the cost of securities to be acquired.
Potential Lack of a Liquid Secondary Market.
Prior to exercise or expiration, a position in an
exchange-traded option, futures contract or option on a futures contract can
only be terminated by entering into a closing purchase or sale transaction,
which requires a secondary market for such instruments on the exchange on which
the initial transaction was entered into. If no such market exists, it may not
be possible to close out a position, and a Fund could be required to purchase or
sell the underlying instrument or meet ongoing variation margin requirements.
The inability to close out option or futures positions also could have an
adverse effect on a Funds ability effectively to hedge its portfolio.
The liquidity of a secondary market in an option or futures
contract may be adversely affected by daily price fluctuation limits,
established by the exchanges, which limit the amount of fluctuation in the price
of a contract during a single trading day and prohibit trading beyond such
limits once they have been reached. Such limits could prevent a Fund from
liquidating open positions, which could render its hedging strategy unsuccessful
and result in trading losses. The exchanges on which options and futures
contracts are traded have also established a number of limitations governing the
maximum number of positions which may be traded by a trader, whether acting
alone or in concert with others. Further, the purchase and sale of
exchange-traded options and futures contracts is subject to the risk of trading
halts, suspensions, exchange or clearing corporation equipment failures,
government intervention, insolvency of a brokerage firm, intervening broker or
clearing corporation or other disruptions of normal trading activity, which
could make it difficult or impossible to liquidate existing positions or to
recover excess variation margin payments.
Options on Futures Contracts.
In order to profit from the purchase of an option on a futures contract,
it may be necessary to exercise the option and liquidate the underlying futures
contract, subject to all of the risks of futures trading. The writer of an
option on a futures contract is subject to the risks of futures trading,
including the requirement of initial and variation margin deposits.
Risk of Potential Government Regulation of
Derivatives.
It is possible that additional government regulation of
various types of derivative instruments, including futures and swap agreements,
may limit or prevent a Fund from using such instruments as a part of its
investment strategy, and could ultimately prevent a Fund from being able to
achieve its investment objective. It is impossible to fully predict the effects
of past, present or future legislation and regulation in this area, but the
effects could be substantial and adverse. It is possible that legislative and
regulatory activity could limit or restrict the ability of a Fund to use certain
instruments as a part of its investment strategy. Limits or restrictions
applicable to the counterparties with which the Funds engage in derivatives
transactions could also prevent the Funds from using certain
instruments.
There is a possibility of future regulatory changes altering,
perhaps to a material extent, the nature of
an investment in
the Funds or the ability of the Funds to continue to implement their investment
strategies. The futures markets are subject to comprehensive statutes,
regulations, and margin requirements. In addition, the SEC, CFTC and the
exchanges are authorized to take extraordinary actions in the event of a market
emergency, including, for example, the implementation or reduction of
speculative position limits, the implementation of higher margin requirements,
the establishment of daily price limits and the suspension of trading. The
regulation of swaps and futures transactions in the U.S. is a rapidly changing
area of law and is subject to modification by government and judicial action.
17
In particular, the Dodd-Frank Wall Street Reform and Consumer
Protection Act (the Dodd-Frank Act) has changed the way in which the U.S.
financial system is supervised and regulated. Title VII of the Dodd-Frank Act
sets forth a new legislative framework for over-the-counter derivatives,
including financial instruments such as swaps, in which the Funds may invest.
Title VII of the Dodd-Frank Act makes broad changes to the over-the-counter
derivatives market, grants significant new authority to the SEC and the CFTC to
regulate over-the-counter derivatives and market participants, and will require
clearing and exchange trading of many over-the-counter derivatives
transactions.
Provisions in the Dodd-Frank Act include new capital and
margin requirements and the mandatory use of clearinghouse mechanisms for many
over-the-counter derivatives transactions. The CFTC, SEC and other federal
regulators are issuing the rules and regulations that enact the provisions of
the Dodd-Frank Act. Because there is a prescribed phase-in period during which
most of the mandated rulemaking and regulations will be implemented, it is not
possible at this time to gauge the exact nature and scope of the impact of the
Dodd-Frank Act on any of the Funds. However, it is expected that swap dealers,
major market participants and swap counterparties will experience new and/or
additional regulations, requirements, compliance burdens and associated costs.
The new law and the rules to be promulgated may negatively impact a Funds
ability to meet its investment objective either through limits or requirements
imposed on it or upon its counterparties. In particular, new position limits
imposed on a Fund or its counterparties may impact that Funds ability to invest
in futures, options and swaps in a manner that efficiently meets its investment
objective. New requirements even if not directly applicable to the Funds,
including capital requirements, changes to the CFTC speculative position limits
regime and mandatory clearing, may increase the cost of a Funds investments and
cost of doing business, which could adversely affect investors.
Additional Risks of Transactions Related to Foreign Currencies
and Transactions Not Conducted on the United States Exchanges.
The available information on which a Fund will make trading
decisions concerning transactions related to foreign currencies or foreign
securities may not be as complete as the comparable data on which a Fund makes
investment and trading decisions in connection with other transactions.
Moreover, because the foreign currency market is a global, 24-hour market, and
the markets for foreign securities as well as markets in foreign countries may
be operating during non-business hours in the United States, events could occur
in such markets which would not be reflected until the following day, thereby
rendering it more difficult for a Fund to respond in a timely manner.
In addition, over-the-counter derivatives transactions can
only be entered into with a financial institution willing to take the opposite
side, as principal, of a Funds position, unless the institution acts as broker
and is able to find another counterparty willing to enter into the transaction
with the Fund. This could make it difficult or impossible to enter into a
desired transaction or liquidate open positions, and could therefore result in
trading losses. Further, over-the-counter derivatives transactions are not
subject to the performance guarantee of an exchange clearing house and a Fund
will therefore be subject to the risk of default by, or the bankruptcy of, a
financial institution or other counterparty.
Transactions on exchanges located in foreign countries may not
be conducted in the same manner as those entered into on U.S. exchanges, and may
be subject to different margin, exercise, settlement or expiration procedures.
As a result, many of the risks of over-the-counter trading may be present in
connection with such transactions. Moreover, the SEC or the CFTC has
jurisdiction over the trading in the United States of many
types of over-the-counter and foreign instruments, and such agencies could adopt
regulations or interpretations that would make it difficult or impossible for a
Fund to enter into the trading strategies identified herein or to liquidate
existing positions.
18
As a result of its investments in foreign securities, a Fund
may receive interest or dividend payments, or the proceeds of the sale or
redemption of such securities, in foreign currencies. A Fund may also be
required to receive delivery of the foreign currencies underlying options on
foreign currencies or forward contracts it has entered into. This could occur,
for example, if an option written by a Fund is exercised or the Fund is unable
to close out a forward contract it has entered into. In addition, a Fund may
elect to take delivery of such currencies. Under such circumstances, a Fund may
promptly convert the foreign currencies into dollars at the then-current
exchange rate. Alternatively, a Fund may hold such currencies for an indefinite
period of time if the Adviser believes that the exchange rate at the time of
delivery is unfavorable or if, for any other reason, the Adviser anticipates
favorable movements in such rates.
While the holding of currencies will permit a Fund to take
advantage of favorable movements in the applicable exchange rate, it also
exposes a Fund to risk of loss if such rates move in a direction adverse to a
Funds position. Such losses could also adversely affect a Funds hedging
strategies. Certain tax requirements may limit the extent to which a Fund will
be able to hold currencies.
Swaps, Caps, Floors And Collars
The Funds may enter into swap contracts and other similar
instruments in accordance with their investment objectives and policies. A swap
is an agreement to exchange the return generated by one instrument for the
return generated by another instrument. The payment streams are calculated by
reference to a specified index and agreed upon notional amount. The term
specified index includes currencies, fixed interest rates, prices and total
return on interest rate indices, fixed income indices, stock indices and
commodity indices (as well as amounts derived from arithmetic operations on
these indices). For example, a Fund may agree to swap the return generated by a
fixed income index for the return generated by a second fixed income index. The
currency swaps in which a Fund may enter will generally involve an agreement to
pay interest streams calculated by reference to interest income linked to a
specified index in one currency in exchange for a specified index in another
currency. Such swaps may involve initial and final exchanges that correspond to
the agreed upon notional amount.
The swaps in which a Fund may engage also include rate caps,
floors and collars under which one party pays a single or periodic fixed
amount(s) (or premium) and the other party pays periodic amounts based on the
movement of a specified index.
The Funds will usually enter into swaps on a net basis, i.e.,
the two return streams are netted out in a cash settlement on the payment date
or dates specified in the instrument, with a Fund receiving or paying, as the
case may be, only the net amount of the two returns. A Funds obligations under
a swap agreement will be accrued daily (offset against any amounts owing to the
Fund) and any accrued but unpaid net amounts owed to a swap counterparty will be
covered by the maintenance of a segregated account consisting of cash, U.S.
Government securities, or other liquid securities.
Interest rate swaps do not involve the delivery of securities,
other underlying assets or principal. Accordingly, the risk of loss with respect
to interest rate swaps is limited to the net amount of interest payments that a
Fund is contractually obligated to make. If the other party to an interest rate
swap defaults, a Funds risk of loss consists of the net amount of interest
payments that the Fund is contractually entitled to receive. In contrast,
currency swaps usually involve the delivery of the entire principal value of one
designated currency in exchange for the other designated currency. Therefore,
the entire principal value of a currency swap is subject to the risk that the
other party to the swap will default on its contractual delivery obligations. If
there is a default by the counterparty, a Fund may have contractual remedies
pursuant to the agreements related to the transaction. 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. Caps, floors and collars are more recent innovations
for which standardized documentation has not yet been fully developed and,
accordingly, they are less liquid than swaps.
19
The Dodd-Frank Act and related regulatory developments will
ultimately require the clearing and exchange-trading of many over-the-counter
derivative instruments that the CFTC and SEC recently defined as swaps.
Mandatory exchange-trading and clearing will take place on a phased-in basis
based on type of market participant and over-the-counter approval of contracts
for central clearing. It is possible that developments in the swaps market,
including additional government regulation, could adversely affect a Funds
ability to terminate existing swap agreements or to realize amounts to be
received under such agreements. The Adviser will continue to monitor
developments in this area, particularly to the extent regulatory changes affect
the Funds ability to enter into swap agreements.
The use of swaps is a highly specialized activity that
involves investment techniques and risks different from those associated with
ordinary portfolio securities transactions. If the Adviser is incorrect in its
forecasts of market values, interest rates and currency exchange rates, the
investment performance of a Fund would be less favorable than it would have been
if this investment technique were not used.
EMERGING MARKETS
The Funds may invest in emerging
markets to the extent set forth in the Prospectuses or in other sections of this
SAI, and these investments present greater risk than investing in foreign
issuers in general.
A number of emerging markets restrict
foreign investment in stocks. Repatriation of investment income, capital, and
the proceeds of sales by foreign investors may require governmental registration
and/or approval in some emerging market countries. A number of the currencies of
developing countries have experienced significant declines against the U.S.
dollar in the past, and devaluation may occur subsequent to investments in these
currencies by a Fund. Inflation and rapid fluctuations in inflation rates have
had and may continue to have negative effects on the economies and securities
markets of certain emerging market countries. Many of the emerging securities
markets are relatively small, have low trading volumes, suffer periods of
relative illiquidity, and are characterized by significant price volatility.
There is the risk that a future economic or political crisis could lead to price
controls, forced mergers of companies, expropriation or confiscatory taxation,
seizure, nationalization, or creation of government monopolies, any of which
could have a detrimental effect on a Funds investments. Investing in many
former communist countries involves the additional risk that the government or
other executive or legislative bodies may decide not to continue to support the
economic reform programs and could follow radically different political and/or
economic policies to the detriment of investors, including non-market oriented
policies such as the support of certain industries at the expense of other
sectors or a return to a completely centrally planned economy. It is possible,
particularly in markets in emerging market countries, that purported securities
in which the Funds invest may subsequently be found to be fraudulent and as a
consequence the Funds could suffer losses.
Additional risk factors include, but
are not limited to, the following: varying custody, brokerage and settlement
practices; difficulty in valuation and pricing; less public information about
issuers of non-U.S. securities; less governmental regulation and supervision
over the issuance and trading of securities; the unavailability of financial
information regarding the non-U.S. issuer or the difficulty of interpreting
financial information prepared under non-U.S. accounting standards; the
imposition of withholding and other taxes; adverse political, social or
diplomatic developments limitations on the movement of funds or other assets of
an investor between different countries; difficulties in invoking the legal
process outside the United States and enforcing contractual obligations; and the
difficulty of assessing economic trends in non-U.S. countries. Investment in
non-U.S. countries also involves higher brokerage and custodian expenses than
does investment in U.S. securities traded on a U.S. securities exchange or
market. The occurrence of adverse events affecting one particular emerging
market country or region could have more widespread effect and adversely impact
the global trading market for emerging market instruments. Many of the laws that
govern private and foreign investment, securities transactions and other
contractual relationships in certain emerging market countries, are relatively
new and largely untested. As a result, an investor may be subject to a number of
unusual risks, including inadequate investor protection, contradictory
legislation, incomplete, unclear
and changing laws,
disregard of regulations on the part of other market participants, lack of
established or effective avenues for legal redress, absence of standard
practices and confidentiality customs characteristic of more developed markets
and lack of consistent enforcement of existing regulations. Furthermore, it may
be difficult to obtain and/or enforce a judgment in certain countries in which
assets of an investor are invested. There can be no assurance that this
difficulty in protecting and enforcing rights will not have a material adverse
effect on an investor (such as a Fund) and its investments.
20
For Funds other than the World
Selection Funds, the term emerging markets includes any country: (i) having an
emerging stock market as defined by the International Finance Corporation;
(ii) with low- to middle-income economies according to the International Bank
for Reconstruction and Development (the World Bank); (iii) listed in World
Bank publications as developing; or (iv) determined by the Adviser to be an
emerging market as described above. Currently, these countries generally include
every country in the world except Australia, Austria, Belgium, Canada, Denmark,
Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, the
Netherlands, New Zealand, Norway, Singapore, Spain, Sweden, Switzerland, the
United Kingdom and the United States.
Company Debt
. Governments of many emerging market countries have exercised
and continue to exercise substantial influence over many aspects of the private
sector through the ownership or control of many companies, including some of the
largest in any given country. As a result, government actions in the future
could have a significant effect on economic conditions in emerging markets,
which in turn, may adversely affect companies in the private sector, general
market conditions and prices and yields of certain of the securities held by a
Fund. Expropriation, confiscatory taxation, nationalization, political, economic
or social instability or other similar developments have occurred frequently
over the history of certain emerging markets and could adversely affect the
Funds assets should these conditions recur.
Sovereign Debt.
Investment in sovereign debt can involve a high degree of
risk. The issuers of the sovereign debt securities in which the Funds may invest
have in the past experienced substantial difficulties in servicing their
external debt obligations, which have led to defaults on certain obligations and
the restructuring of certain indebtedness. The governmental entity that controls
the repayment of sovereign debt 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 averages 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 service its debts in a timely manner. Consequently, governmental
entities may default on their sovereign debt. Holders of sovereign debt
(including a Fund) may be requested to participate in the rescheduling of such
debt and to extend further loans to governmental entities. There is no
bankruptcy proceeding by which sovereign debt on which governmental entities
have defaulted may be collected in whole or in part.
Emerging market governmental issuers
are among the largest debtors to commercial banks, foreign governments,
international financial organizations and other financial institutions. Certain
emerging market governmental issuers 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 issuers.
The ability of emerging market
governmental issuers to make timely payments on their obligations is likely to
be influenced strongly by the issuers balance of payments, including export
performance, and its access to international credits and investments. An
emerging market 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 markets trading
partners could also adversely affect the countrys exports
and tarnish its trade account surplus, if any. To the extent that
emerging markets receive payment for their exports in currencies other than U.S.
dollars or non-emerging market currencies, their ability to make debt payments
denominated in U.S. dollars or non-emerging market currencies could be affected.
21
To the extent that an emerging market
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 markets to these forms of external funding may not be
certain, and a withdrawal of external funding could adversely affect the
capacity of emerging market country governmental issuers to make payments on
their obligations. In addition, the cost of servicing emerging market debt
obligations can be affected by a change in international interest rates since
the majority of these obligations carry interest rates that are adjusted
periodically based upon international rates.
Another factor bearing on the ability
of emerging market countries to repay debt obligations is the level of
international reserves of the 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 market
countries to make payments on these debt obligations.
Liquidity, Trading Volume,
Regulatory Oversight.
The securities markets
of emerging market countries are substantially smaller, less developed, less
liquid and more volatile than the major securities markets in the United States.
The lack of liquidity could have an adverse effect on the value of a Funds
holdings, and on a Funds ability to dispose of such holdings in response to a
specific adverse economic event, such as the deterioration in credit worthiness
of a particular debtor. Some of the stocks of countries that may be selected by
the Adviser for purchase or sale by a Fund may have insufficient market
liquidity to allow the relevant Fund to purchase such stocks in such amounts or
at such prices as the Adviser may deem reasonable for investment under such
strategy and/or there may not be a readily available means by which the Fund can
gain exposure to such countrys securities markets. Foreign investors in
emerging markets may be limited in their ability to invest in certain
industries. In addition, there is often a limit on total foreign holdings. To
the extent that the ceiling has been reached in that industry, further
investment by foreign investors may not be permitted. Accordingly, the ability
of a Fund to invest in certain companies may be restricted, and there can be no
assurance that additional restrictions on investments permissible for foreign
investors will not be imposed in the future.
The limited size of many emerging
market securities markets and limited trading volume in the securities of
emerging market issuers compared to the volume of trading in the securities of
U.S. issuers could cause prices to be erratic for reasons apart from factors
that affect the soundness and competitiveness of the securities issuers. For
example, limited market size may cause prices to be unduly influenced by traders
who control large positions. Adverse publicity and investors perceptions,
whether or not based on in-depth fundamental analysis, may decrease the value
and liquidity of portfolio securities.
Disclosure and regulatory standards in
emerging markets are in many respects less stringent than U.S. standards.
Issuers in lesser developed and emerging markets are subject to accounting,
auditing and financial standards and requirements that differ, in some cases
significantly, from those applicable to U.S. issuers. In particular, the assets
and profits appearing on the financial statements of such an issuer may not
reflect its financial position or results of operations in the way they would be
reflected had such financial statements been prepared in accordance with U.S.
generally accepted accounting principles. There is substantially less publicly
available information about such issuers than there is about U.S. issuers. In
addition, such issuers are not subject to regulations similar to the U.S.
Sarbanes-Oxley Act of 2002, which imposes many restrictions and mandates on the
activities of companies. There is less regulation and monitoring by regulators
of lesser developed and emerging market securities markets and the activities of
investors, brokers and other participants than in the United States. Moreover,
issuers of securities in lesser developed and emerging markets are not subject
to the same degree of regulation as are U.S. issuers with respect to such
matters as insider trading rules, tender offer regulation, shareholder proxy
requirements and the timely disclosure of information. There is also less
publicly available information about lesser developed and emerging market
companies than U.S. companies.
22
Default, Legal
Recourse.
The Funds may have limited legal
recourse in the event of a default with respect to certain debt obligations it
may hold. If the issuer of a fixed income security owned by a Fund defaults, the
Fund may incur additional expenses to seek recovery. Debt obligations issued by
emerging market governments differ
from
debt obligations of private entities; remedies from defaults on debt obligations
issued by emerging market governments, unlike those on private debt, must be
pursued in the courts of the defaulting party itself. A Funds ability to
enforce its rights against private issuers may be limited. The ability to attach
assets to enforce a judgment may be limited. Legal recourse is therefore
somewhat diminished. Bankruptcy, moratorium and other similar laws applicable to
private issuers of debt obligations may be substantially different from those of
other countries. Moreover, if a Fund obtains a judgment in a U.S. court, it may
be difficult to enforce such judgment in the emerging market because the
emerging market may not be a party to any international treaty with respect to
the recognition or enforcement of foreign judgments. Provisions of emerging
markets laws regulate the enforcement of foreign judgments and such laws may
contain broad exceptions and involve long delays in obtaining a judgment. For
example, an emerging markets court may not enforce any foreign judgment if it
viewed the amount of damages awarded as excessive or inconsistent with practice
in that country. A party seeking to enforce a foreign judgment in an emerging
market may also be required to obtain approval from the central bank of that
emerging market to execute such judgment or to repatriate any amount recovered
outside of the emerging market. The political context, expressed as an emerging
market governmental issuers willingness to meet the terms of the debt
obligation, for example, is of considerable importance. In addition, no
assurance can be given that the holders of commercial bank debt may not contest
payments to the holders of debt obligations in the event of default under
commercial bank loan agreements.
Certain Risks of Holding Assets
Outside the United States.
A Fund generally
holds its non-U.S. securities and cash in foreign banks and securities
depositories. Some foreign banks and securities depositories may be recently
organized or new to the foreign custody business, and therefore expose a Fund to
additional risk. In addition, there may be limited or no regulatory oversight of
their operations. Also, the laws of certain countries limit a Funds ability to
recover its assets if a foreign bank, depository or issuer of a security, or any
of their agents, goes bankrupt. In addition, it is often more expensive for a
Fund to buy, sell and hold securities in certain foreign markets than in the
United States. The increased expense of investing in foreign markets reduces the
amount a Fund can earn on its investments and typically results in higher
operating expenses for the Fund as compared to funds that invest only in the
United States.
Settlement Risk.
Settlement and clearance procedures in certain foreign markets
differ significantly from those in the United States. Foreign settlement and
clearance procedures and trade regulations also may involve certain risks (such
as delays in payment for or delivery of securities) not typically associated
with the settlement of U.S. investments. At times, settlements in certain
foreign countries have not kept pace with the number of securities transactions.
These problems may make it difficult for a Fund to carry out transactions. If a
Fund cannot settle or is delayed in settling a purchase of securities, it may
miss attractive investment opportunities and certain of its assets may be
uninvested with no return earned thereon for some period. If a Fund cannot
settle or is delayed in settling a sale of securities, it may lose money if the
value of the security then declines or, if it has contracted to sell the
security to another party, the Fund could be liable for any losses incurred.
Inflation.
Many emerging markets have experienced substantial, and in
some periods extremely high, rates of inflation for many years. Inflation and
rapid fluctuations in inflation rates have had and may continue to have adverse
effects on the economies and securities markets of certain emerging market
countries. In an attempt to control inflation, wage and price controls have been
imposed in certain countries. Of these countries, some, in recent years, have
begun to control inflation through prudent economic policies.
Withholding.
Income from securities held by a Fund could be reduced by a
withholding tax on the source or other taxes imposed by the emerging market
countries in which the Fund makes its investments. A Funds NAV may also be
affected by changes in the rates or methods of taxation applicable to the Fund
or to entities in which the Fund has invested.
Foreign Currencies.
A Fund's investments in emerging markets securities involve
risks relating to currency exchange matters, including fluctuations in the rate
of exchange between the U.S. dollar and the foreign currencies in which the
Fund's portfolio securities are denominated, and costs associated with
conversion of investment principal and income from one currency into another.
Some emerging market countries also may have managed currencies, which are not
free floating against the U.S. dollar. In addition, there is risk that certain
emerging market countries may restrict the free conversion of their currencies
into other currencies. Further, certain emerging market currencies may not be
internationally traded. Certain of these currencies have experienced a steep
devaluation
relative to the U.S. dollar. Any
devaluations in the currencies in which a Funds portfolio securities are
denominated may have a detrimental impact on the Funds NAV.
23
EQUITY SECURITIES
The Funds may invest in equity
securities including common stock, preferred stock, warrants or rights to
subscribe to common stock and, in general, any security that is convertible into
or exchangeable for common stock. Investments in equity securities in general
are subject to market risks that may cause their prices to fluctuate over time.
Rights represent a privilege granted to existing shareholders of a corporation
to subscribe to shares of a new issue of common stock before it is offered to
the public. The value of convertible equity securities is also affected by
prevailing interest rates, the credit quality of the issuer and any call
provisions. Fluctuations in the value of equity securities in which a Fund
invests will cause the NAV of that Fund to fluctuate.
Common stock generally takes the form
of shares in a corporation. The value of a companys stock may fall as a result
of factors directly relating to that company, such as decisions made by its
management or lower demand for the companys products or services. A stocks
value also may fall because of factors affecting not just the company, but also
companies in the same industry or in a number of different industries, such as
increases in production costs. The value of a companys stock also may be
affected by changes in financial markets that are relatively unrelated to the
company or its industry, such as changes in interest rates or currency exchange
rates. In addition, a companys stock generally pays dividends only after the
company invests in its own business and makes required payments to holders of
its bonds, other debt and preferred stock. For this reason, the value of a
companys stock will usually react more strongly than its bonds, other debt and
preferred stock to actual or perceived changes in the companys financial
condition or prospects.
Investments in small companies involve
greater risk than is customarily associated with larger, more established
companies due to the greater business risks of small size, limited markets and
financial resources, narrow product lines and the frequent lack of depth of
management. The securities of small companies are often traded over-the-counter,
and may not be traded in volumes typical of securities traded on a national
securities exchange. Consequently, the securities of small companies may have
limited market stability and may be subject to more abrupt or erratic market
movements than securities of larger, more established companies or the market
averages in general.
Securities of companies considered to
be growth investments may have rapid price swings in the event of earnings
disappointments or during periods of market, political, regulatory and economic
uncertainty. Securities of companies considered to be value investments can
continue to be undervalued for long periods of time and not realize their
expected value.
EURODOLLAR AND YANKEE BANK
OBLIGATIONS
The Funds may invest in Eurodollar bank
obligations and Yankee bank obligations. Eurodollar bank obligations are
dollar-denominated certificates of deposit and time deposits issued outside the
U.S. capital markets by foreign branches of U.S. banks and by foreign banks.
Yankee bank obligations are dollar-denominated obligations issued in the U.S.
capital markets by foreign banks. Eurodollar and Yankee obligations are subject
to the same risks that pertain to domestic issues, notably credit risk, market
risk and liquidity risk. Additionally, Eurodollar (and to a limited extent
Yankee bank) obligations are subject to certain sovereign risks. One such risk
is the possibility that a sovereign country might prevent capital, in the form
of dollars, from freely flowing across its borders. Other risks include: adverse
political and economic developments, the extent and quality of government
regulation of financial markets and institutions, the imposition of foreign
withholding taxes, and the expropriation or nationalization of foreign issuers.
EXCHANGE TRADED FUNDS
ETFs are investment companies that are
bought and sold on a securities exchange. An ETF generally represents a fixed
portfolio of securities designed to track a particular market segment or index.
A Fund could purchase an ETF to temporarily gain exposure to a portion of the
U.S. or a foreign market while awaiting an opportunity to purchase securities
directly. An investment in an ETF, like one in any investment company, carries
the same risks as those 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 investment companies, 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 NAV; (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. See also Investment Company Securities
below.
24
EXCHANGE TRADED NOTES
The Funds (and certain of the
Underlying Funds in the case of the World Selection Funds) may invest in ETNs,
which are a type of unsecured, unsubordinated debt security that have
characteristics and risks similar to those of fixed income securities and trade
on a major exchange similar to shares of ETFs. However, this type of debt
security differs from other types of bonds and notes because ETN returns are
based upon the performance of a market index minus applicable fees, no period
coupon payments are distributed, and no principal protections exists. The
purpose of ETNs is to create a type of security that combines aspects of both
bonds and ETFs. The value of an ETN may be influenced by time to maturity, level
of supply and demand for the ETN, volatility and lack of liquidity in underlying
commodities or securities markets, changes in the applicable interest rates,
changes in the issuers credit rating and economic, legal, political or
geographic events that affect the referenced commodity or security. An
investors decision to sell its ETN holdings may also be limited by the
availability of a secondary market. If an investor must sell some or all of its
ETN holdings and the secondary market is weak, it may have to sell such holdings
at a discount. If an investor holds its investment in an ETN until maturity, the
issuer will give the investor a cash amount that would be equal to principal
amount (subject to the days index factor). ETNs are also subject to
counterparty credit risk and fixed income risk.
FIXED INCOME SECURITIES
The Funds may invest in fixed income
securities. To the extent a Fund invests in fixed income securities, the value
of the Funds investment may change as prevailing interest rates fluctuate. When
interest rates decline, the value of fixed income securities can be expected to
rise. Conversely, when interest rates rise, the value of fixed income securities
can be expected to decline. A Funds investments in fixed income securities with
longer terms to maturity or greater duration are subject to greater volatility
than shorter-term obligations.
For purposes of any minimum
requirements set forth herein that are based upon an NRSROs ratings categories,
if no sub-categories or gradations are specified the requirement is determined
without regard for sub-categories and gradations (i.e., all sub-categories and
gradations within a particular category are acceptable). After purchase by a
Fund, a security may cease to be rated or its rating may be reduced below the
minimum required for purchase by the Fund. A security that has had its rating
downgraded or revoked may be subject to greater risk to principal and income,
and often involve greater volatility of price, than securities in the higher
rating categories. Such securities are also subject to greater credit risks
(including, without limitation, the possibility of default by or bankruptcy of
the issuers of such securities) than securities in higher rating categories.
Investment in obligations of foreign
issuers may present a greater degree of risk than investment in domestic
securities because of less publicly available financial and other information,
less securities regulation, potential imposition of foreign withholding and
other taxes, war, expropriation or other adverse governmental actions. See
Foreign Securities below.
FLOATING AND VARIABLE RATE OBLIGATIONS
Certain obligations that the Funds may
purchase may have a floating or variable rate of interest. The interest payable
on instruments with floating or variable rates of interest changes in accordance
with specified market rates or indices, such as the prime rates, and at
specified intervals. Certain floating or variable rate obligations that may be
purchased by a Fund may carry a demand feature that would permit the holder to
tender them back to the issuer of the underlying instrument, or to a third
party, at par value prior to maturity. The demand features of certain floating
or variable rate obligations may permit the holder to tender the obligations to
foreign banks, in which case
the ability to
receive payment under the demand feature will be subject to certain risks, as
described under Foreign Securities, below.
25
Variable or floating rate demand notes
may be issued by corporations, bank holding companies and financial institutions
and similar taxable and tax-exempt instruments issued by government agencies and
instrumentalities. These securities will typically have a maturity over one year
but carry with them the right of the holder to put the securities to a
remarketing agent or other entity at designated time intervals and on specified
notice. The obligation of the issuer of the put to repurchase the securities may
be backed by a letter of credit or other obligation issued by a financial
institution. The purchase price is ordinarily par plus accrued and unpaid
interest. Generally, the remarketing agent will adjust the interest rate every
seven days (or at other specified intervals) in order to maintain the interest
rate at the prevailing rate for securities with a seven-day or other designated
maturity.
The Funds may also buy variable rate
master demand notes. The terms of the obligations permit a Fund to invest
fluctuating amounts at varying rates of interest pursuant to direct arrangements
between the Fund, as lender, and the borrower. These instruments permit weekly
and, in some instances, daily changes in the amounts borrowed. A Fund has the
right to increase the amount under the note at any time up to the full amount
provided by the note agreement, or to decrease the amount and the borrower may
repay up to the full amount of the note without penalty. The notes may or may
not be backed by bank letters of credit. Because the notes are direct lending
arrangements between a Fund and the borrower, it is not generally contemplated
that they will be traded, and there is no secondary market for them, although
they are redeemable (and, thus, immediately repayable by the borrower) at
principal amount, plus accrued interest, at any time. In connection with any
such purchase and on an ongoing basis, the Adviser will consider the earning
power, cash flow and other liquidity ratios of the issuer, and its ability to
pay principal and interest on demand, including a situation in which all holders
of such notes make demand simultaneously. While master demand notes, as such,
are not typically rated by credit rating agencies, a Fund may, under its minimum
rating standards, invest in them only if, at the time of an investment, the
issuer meets the criteria for the relevant Funds investment in money market
instruments.
Investments in floating or variable
rate securities may involve industrial development or revenue bonds which
provide that the rate of interest is set as a specific percentage of a
designated base rate, such as rates on U.S. Treasury bonds or bills or the prime
rate at a major commercial bank, and that a bondholder can demand payment of the
obligations on short notice at par plus accrued interest. While there is usually
no established secondary market for issues of this type of security, the dealer
that sells an issue of such securities frequently also offers to repurchase such
securities at any time, at a repurchase price which varies and may be more or
less than the amount the bondholder paid for them.
Because of the variable rate nature of
the instruments, during periods when prevailing interest rates decline, a Funds
yield will decline and its shareholders will forgo the opportunity for capital
appreciation. On the other hand, during periods when prevailing interest rates
increase, a Funds yield will increase and its shareholders will have reduced
risk of capital depreciation. In certain cases, the interest rate index on which
an instruments yield is based may not rise and fall to the same extent or as
quickly as the general market for municipal obligations. These instruments are
considered derivatives and the value of such instruments may be more volatile
than other floating rate municipal obligations.
The maturity of floating or variable
rate obligations (including participation interests therein) is deemed to be the
longer of (i) the notice period required before a Fund is entitled to receive
payment of the obligation upon demand, or (ii) the period remaining until the
obligations next interest rate adjustment. If not redeemed for a Fund through
the demand feature, an obligation matures on a specified date that may range up
to 30 years from the date of issuance.
26
FOREIGN CURRENCY EXCHANGE-RELATED
SECURITIES
The Funds may invest in foreign
currency exchange-related securities.
Foreign Currency
Warrants.
Foreign currency warrants such as
Currency Exchange Warrants (SM) (CEWs(SM)), are warrants which entitle the
holder to receive from their issuer an amount of cash (generally, for warrants
issued in the United States, in U.S. dollars) which is calculated pursuant to a
predetermined formula and based on the exchange rate between a
specified foreign currency and the U.S. dollar as of the exercise date of the
warrant. Foreign currency warrants generally are exercisable upon their issuance
and expire as of a specified date and time. Foreign currency warrants have been
issued in connection with U.S. dollar-denominated debt offerings by major
corporate issuers in an attempt to reduce the foreign currency exchange risk
that, from the point of view of prospective purchasers of the securities, is
inherent in the international fixed income marketplace. Foreign currency
warrants may attempt to reduce the foreign exchange risk assumed by purchasers
of a security by, for example, providing for a supplemental payment in the event
that the U.S. dollar depreciates against the value of a major foreign currency
such as the Japanese yen or the Euro. The formula used to determine the amount
payable upon exercise of a foreign currency warrant may make the warrant
worthless unless the applicable foreign currency exchange rate moves in a
particular direction (e.g., unless the U.S. dollar appreciates or depreciates
against the particular foreign currency to which the warrant is linked or
indexed). Foreign currency warrants are severable from the debt obligations with
which they may be offered and may be listed on exchanges. Foreign currency
warrants may be exercisable only in certain minimum amounts, and an investor
wishing to exercise warrants who possesses less than the minimum number required
for exercise may be required to either sell the warrants or to purchase
additional warrants, thereby incurring additional transaction costs. In the case
of any exercise of warrants, there may be a time delay between the time a holder
of warrants gives instructions to exercise and the time the exchange rate
relating to exercise is determined, during which time the exchange rate could
change significantly, thereby affecting both the market and cash settlement
values of the warrants being exercised. The expiration date of the warrants may
be accelerated if the warrants should be delisted from an exchange or if their
trading should be suspended permanently, which would result in the loss of any
remaining time value of the warrants (i.e., the difference between the current
market value and the exercise value of the warrants) and, in the case the
warrants were out-of-the-money, in a total loss of the purchase price of the
warrants. Warrants are generally unaccrued obligations of their issuers and are
not standardized foreign currency options issued by the Options Clearing
Corporation (the OCC). Unlike foreign currency options issued by the OCC, the
terms of foreign exchange warrants generally will not be amended in the event of
governmental or regulatory actions affecting exchange rates or in the event of
the imposition of other regulatory controls affecting the international currency
markets. The initial public offering price of foreign currency warrants is
generally considerably in excess of the price that a commercial user of foreign
currencies might pay in the interbank market for a comparable option involving
significantly larger amounts of foreign currencies. Foreign currency warrants
are subject to complex political or economic factors.
Principal Exchange Rate Linked
Securities.
Principal exchange rate linked
securities (PERLs(SM)) are debt obligations the principal on which is payable
at maturity in an amount that may vary based on the exchange rate between the
U.S. dollar and a particular foreign currency at or about that time. The return
on standard PERLs is enhanced if the foreign currency to which the security is
linked appreciates against the U.S. dollar, and is adversely affected by
increases in the foreign exchange value of the U.S. dollar; reverse PERLs are
like the standard securities, except that their return is enhanced by
increases in the value of the U.S. dollar and adversely impacted by increases in
the value of foreign currency. Interest payments on the securities are generally
made in U.S. dollars at rates that reflect the degree of foreign currency risk
assumed or given up by the purchaser of the notes (i.e., at relatively higher
interest rates if the purchaser has assumed some of the foreign exchange risk,
or relatively lower interest rates if the issuer has assumed some of the foreign
exchange risk, based on the expectations of the current market). PERLs may in
limited cases be subject to acceleration of maturity (generally, not without the
consent of the holders of the securities), which may have an adverse impact on
the value of the principal payment to be made at maturity.
Performance Indexed
Paper.
Performance indexed paper (PIPs(SM))
is U.S. dollar-denominated commercial paper the yield of which is linked to
certain foreign exchange rate movements. The yield to the investor on PIPs is
established at maturity as a function of the spot exchange rates between the
U.S. dollar and a designated currency as of or about that time (generally, the
index maturity two days prior to maturity). The yield to the investor will be
within a range stipulated at the time of purchase of the obligation, generally
with a guaranteed minimum rate of return that is below, and a potential maximum
rate of return that is above, market yields on U.S. dollar-denominated
commercial paper, with both the minimum and maximum rates of return on the
investment corresponding to the minimum and maximum values of the spot exchange
rate two business days prior to maturity.
The Short Duration Fund has no current
intention of investing in CEWs(SM), PERLs(SM) or PIPs(SM).
27
FOREIGN SECURITIES
The Funds may invest in foreign
securities. Investing in securities issued by companies whose principal business
activities are outside the United States may involve significant risks not
present in domestic investments. For example, there is generally less publicly
available information about foreign companies, particularly those not subject to
the disclosure and reporting requirements of the U.S. securities laws. Foreign
issuers are generally not bound by uniform accounting, auditing, and financial
reporting requirements and standards of practice comparable to those applicable
to domestic issuers. Foreign securities, including those of emerging and
frontier market issuers, are subject to additional risks, including
international trade, political and regulatory risks. Investments in foreign securities
also involve the risk of possible adverse changes in investment or exchange
control regulations, expropriation or confiscatory taxation, other taxes imposed
by the foreign country on a Funds earnings, assets, or transactions, limitation
on the removal of cash or other assets of a Fund, political or financial
instability, or diplomatic and other developments which could affect such
investments. Further, economies of particular countries or areas of the world
may differ favorably or unfavorably from the economy of the United States.
Changes in foreign exchange rates will affect the value of securities
denominated or quoted in currencies other than the U.S. dollar. The currency in
which a Funds assets are denominated may be devalued against the U.S. dollar,
resulting in a loss to the Fund. Foreign securities often trade with less
frequency and volume than domestic securities and therefore may exhibit greater
price volatility. Furthermore, dividends or interest on, or proceeds from the
sale of, foreign securities may be subject to foreign withholding taxes, and
special U.S. tax considerations may apply. Additional costs associated with an
investment in foreign securities may include higher custodial fees than those
that apply to domestic custodial arrangements, and transaction costs of foreign
currency conversions. Legal remedies available to investors in certain foreign
countries may be more limited than those available with respect to investments
in the United States or in other foreign countries.
Euro-Related Risks.
The recent global economic crisis brought several small
economies in Europe to the brink of bankruptcy and many other economies into
recession and weakened the banking and financial sectors of many European
countries. In addition, due to large public deficits, some European countries
may be dependent on assistance from other European governments and institutions
or multilateral agencies and offices. Assistance may be dependent on a countrys
implementation of reforms or reaching a certain level of performance. Failure to
reach those objectives or an insufficient level of assistance could result in a
deep economic downturn that could significantly affect the value of a Funds
European investments. The Economic and Monetary Union of the European Union
(EMU) is comprised of the European Union members that have adopted the euro
currency. By adopting the euro as its currency, a member state relinquishes
control of its own monetary policies. As a result, European countries are
significantly affected by fiscal and monetary controls implemented by the EMU.
The euro currency may not fully reflect the strengths and weaknesses of the
various economies that comprise the EMU and Europe generally. It is possible
that EMU member countries could abandon the euro and return to a national
currency and/or that the euro will cease to exist as a single currency in its
current form. The effects of such an abandonment or a countrys forced expulsion
from the euro on that country, the rest of the EMU, and global markets are
impossible to predict, but are likely to be negative.
HIGH YIELD/HIGH RISK SECURITIES
The Funds may invest in high yield/high
risk securities. Securities rated lower than Baa by Moodys, or lower than BBB
by S&P, are referred to as non-investment grade, high yield or junk
bonds. In general, the market for lower rated, high-yield bonds is more limited
than the market for higher rated bonds, and because their markets may be thinner
and less active, the market prices of lower rated, high-yield bonds may
fluctuate more than the prices of higher rated bonds, particularly in times of
market stress. In addition, while the market for high-yield, corporate debt
securities has been in existence for many years, the market in recent years
experienced a dramatic increase in the large-scale use of such securities to
fund highly leveraged corporate acquisitions and restructurings. Accordingly,
past experience may not provide an accurate indication of future performance of
the high-yield bond market, especially during periods of economic recession.
Other risks that may be associated with lower rated, high-yield bonds include
their relative insensitivity to interest-rate changes; the exercise of any of
their redemption or call provisions in a declining market which may result in
their replacement by lower yielding bonds; and legislation, from time to time,
which may adversely affect their market. A description of the ratings used
herein and in the Prospectuses is set forth in Appendix A to this SAI.
28
Investing in high yield securities
involves special risks in addition to the risks associated with investments in
higher rated debt securities. High yield securities may be regarded as
predominately speculative with respect to the issuers continuing ability to
meet principal and interest payments. 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 the Funds to achieve their
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 Funds were investing in higher quality securities.
High yield securities may be more
susceptible to real or perceived adverse economic and competitive industry
conditions than higher grade securities. The prices of high yield securities
have been found to be less sensitive to interest rate changes than more highly
rated investments, but more sensitive to adverse economic downturns or
individual corporate developments. A projection of an economic downturn or of a
period of rising interest rates, for example, could cause a decline in high
yield security prices because the advent of a recession could lessen the ability
of a highly leveraged company to make principal and interest payments on its
debt securities. If the issuer of high yield securities defaults, the Funds may
incur additional expenses to seek recovery. In the case of high yield securities
structured as zero coupon or payment-in-kind securities, the market prices of
such securities are affected to a greater extent by interest rate changes and,
therefore, tend to be more volatile than securities that pay interest
periodically and in cash. The secondary markets on which high yield securities
are traded may be less liquid than the market for higher grade securities. Less
liquidity in the secondary trading markets could adversely affect and cause
large fluctuations in the daily NAV of the Funds. Adverse publicity and investor
perceptions, whether or not based on fundamental analysis, may decrease the
values and liquidity of high yield securities, especially in a thinly traded
market. 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.
The use of credit ratings as the sole
method of evaluating high yield securities can involve certain risks. For
example, credit ratings evaluate the safety of principal and interest payments,
not the market value risk of high yield securities. Also, credit rating agencies
may fail to change credit ratings in a timely fashion to reflect events since
the security was last rated.
ILLIQUID INVESTMENTS, RULE 144A
SECURITIES, AND SECTION 4(2) SECURITIES (ALL FUNDS)
Each Fund may invest up to 15% of its
net assets in securities that are illiquid by virtue of the absence of a readily
available market, or because of legal or contractual restrictions on resale.
This policy does not limit the acquisition of securities eligible for resale to
qualified institutional buyers pursuant to Rule 144A under the Securities Act of
1933, as amended (1933 Act) or commercial paper issued pursuant to Section
4(2) under the 1933 Act that are determined to be liquid in accordance with
guidelines established by each Trusts Board of Trustees. There may be delays in
selling these securities and sales may be made at less favorable
prices.
The Adviser may determine that a
particular Rule 144A or Section 4(2) security is liquid and thus not subject to
a Funds limits on investment in illiquid securities, pursuant to guidelines
adopted by the Board of Trustees. Factors that the Adviser must consider in
determining whether a particular Rule 144A security is liquid include the
frequency of trades and quotes for the security, the number of dealers willing
to purchase or sell the security and the number of other potential purchasers,
dealer undertakings to make a market in the security, and the nature of the
security and the nature of the market for the security (i.e., the time needed to
dispose of the security, the method of soliciting offers and the mechanics of
transfer). Investing in Rule 144A securities could have the effect of increasing
the level of a Funds illiquidity to the extent that qualified institutions
might become, for a time, uninterested in purchasing these securities.
Unaffiliated Underlying Funds that are mutual funds may have similar policies.
INVERSE FLOATING RATE OBLIGATIONS
The Fund may invest in inverse floating
rate obligations (inverse floaters). Inverse floaters have coupon rates that
vary inversely at a multiple of a designated floating rate, such as LIBOR
(London InterBank Offered Rate). Any rise in the reference rate of an inverse
floater (as a consequence of an increase in interest rates) causes a drop in the
coupon rate while any drop in the reference rate of an inverse floater causes an
increase in the coupon rate. In addition, like most other
fixed income securities, the value of inverse floaters will generally decrease
as interest rates increase. Inverse floaters may exhibit substantially greater
price volatility than fixed rate obligations having similar credit quality,
redemption provisions and maturity, and inverse floater Collateralized Mortgage
Obligations (CMOs) exhibit greater price volatility than the majority of
mortgage pass-through securities or CMOs. In addition, some inverse floater CMOs
exhibit extreme sensitivity to changes in prepayments. As a result, the yield to
maturity of an inverse floater CMO is sensitive not only to changes in interest
rates, but also to changes in prepayment rates on the related underlying
mortgage assets.
29
INVESTMENT COMPANY SECURITIES
Investments in the securities of other
investment companies may involve duplication of advisory fees and certain other
expenses. By investing in another investment company, an investor becomes a
shareholder of that investment company. As a result, a Funds shareholders
indirectly will bear the underlying funds proportionate share of the fees and
expenses paid by shareholders of the other investment company, in addition to
the fees and expenses a Funds shareholders directly bear in connection with a
Funds own operations.
Generally, under the 1940 Act and
related rules, a Fund may purchase an unlimited amount of shares of an
affiliated fund or a money market fund. A Fund may also purchase shares of an
unaffiliated fund as long as: (i) the Fund doesnt invest more than 5% of its
total assets in the securities of any one investment company (ETF or other
mutual funds); (ii) the Fund doesnt own more than 3% of the outstanding voting
stock of any one investment company; or (iii) the Fund doesnt invest more than
10% of its total assets in the securities of other investment companies. A Fund
may exceed the limits if (i) the unaffiliated fund or the Fund has received an
order for exemptive relief from the 3% limitation from the SEC that is
applicable to the Fund; and (ii) the unaffiliated fund and the Fund take
appropriate steps to comply with any conditions in such order. In the
alternative, a Fund may exceed the 5% limitation and the 10% limitation,
provided the aggregate sales loads any investor pays (
i.e.,
the combined distribution
expenses of both the acquiring fund and the acquired funds) does not exceed the
limits on sales loads established by FINRA for funds of funds.
The World Selection Funds invest
primarily in a combination of Affiliated Underlying Funds and Unaffiliated
Underlying Funds, to the extent permitted by the 1940 Act. Under the 1940 Act,
the World Selection Funds may purchase an unlimited amount of shares of any
Affiliated Underlying Fund. In addition, with respect to purchasing shares of
any Unaffiliated Underlying Funds, the World Selection Funds are generally
subject to the following restrictions, depending on the
circumstances:
-
If the Fund invests in shares of Unaffiliated
Underlying Funds in reliance on Section 12(d)(1)(A) of the 1940 Act, (i) the
Fund may invest only up to 5% of its total assets in the securities of any one
investment company (ETFs or mutual funds); (ii) a Fund may not own more than
3% of the outstanding voting stock of any one investment company; and (iii) a
Fund may not invest more than 10% of its total assets in the securities of
other investment companies.
-
If the Fund invests in shares of Unaffiliated
Underlying Funds in reliance on Section 12(d)(1)(F) of the 1940 Act and Rule
12d1-3 thereunder, the holdings of the Fund and all of its affiliated persons
(including other Funds) in an Unaffiliated Underlying Fund are limited to 3%
of the total outstanding shares of the Unaffiliated Underlying Fund, measured
at the time of purchase. In addition, the Unaffiliated Underlying Funds whose
shares are held pursuant to this exception may limit redemptions payable to
the investing Funds to 1% of the Unaffiliated Underlying Funds total
outstanding shares during any period of less than thirty days.
The Trust may, in the future, seek to
achieve the investment objective of the BRIC Equity Fund, China Equity Fund and
India Equity Fund by investing all of their assets in an open-end management
investment company having substantially the same investment objective, policies
and restrictions as the Funds (i.e., under a master/feeder arrangement). In such
event, the investment advisory contracts for the Funds would be terminated. Such
change would be made only if the Trustees of the Trust believe that the
aggregate per share expenses of a Fund and such other investment company will be
less than or approximately equal to the expenses which the Fund would incur if
the Trust was to continue to retain the services of an investment adviser for
the Fund and the assets of the Funds
were to
continue to be invested directly in portfolio securities.
30
Investments in securities issued by
other investment companies present the following risks:
Allocation
Risk
:
The risk that the Advisers target
asset and sector allocations and changes in target asset and sector allocations
cause a Fund to underperform other similar funds or cause you to lose money, and
that a Fund may not achieve its target asset and sector allocations.
Underlying Fund Selection
Risk
:
The risk that a Fund may invest in
underlying funds that underperform other similar funds or the markets more
generally, due to poor investment decisions by the investment adviser(s) for the
underlying funds or otherwise.
MONEY MARKET SECURITIES
Each Funds investments in money market
instruments will consist of: (i) short-term obligations of the U.S. Government,
its agencies and instrumentalities; (ii) other short-term debt securities rated
A or higher by Moodys or S&P or, if unrated, of comparable quality in the
opinion of the Adviser ; (iii) commercial paper, including master demand notes;
(iv) bank obligations, including certificates of deposit, bankers acceptances
and time deposits; (v) repurchase agreements; and (vi) shares of money market
funds, which may include the Prime Money Market Fund. Securities issued or
guaranteed as to principal and interest by the U.S. Government include a variety
of Treasury securities, which differ in their interest rates, maturities and
dates of issue. Securities issued or guaranteed by agencies or instrumentalities
of the U.S. Government may or may not be supported by the full faith and credit
of the United States or by the right of the issuer to borrow from the Treasury.
Considerations of liquidity and
preservation of capital mean that a Fund may not necessarily invest in money
market instruments paying the highest available yield at a particular
time.
MORTGAGE DOLLAR ROLL TRANSACTIONS
A Fund may engage in dollar roll
transactions with respect to mortgage securities issued by the Government
National Mortgage Association (GNMA), the Federal National Mortgage
Association (FNMA) and the Federal Home Loan Mortgage Corporation (FHLMC).
In a dollar roll transaction, a Fund sells a mortgage-backed security and
simultaneously agrees to repurchase a similar security on a specified future
date at an agreed upon price. During the roll period, a Fund will not be
entitled to receive any interest or principal paid on the securities sold. A
Fund is compensated for the lost interest on the securities sold by the
difference between the sales price and the lower price for the future repurchase
as well as by the interest earned on the reinvestment of the sales proceeds. A
Fund may also be compensated by receipt of a commitment fee.
MORTGAGE-RELATED SECURITIES
The Funds may invest in mortgage-backed
certificates and other securities representing ownership interests in mortgage
pools, including CMOs. Interest and principal payments on the mortgages
underlying mortgage-backed securities are passed through to the holders of the
mortgage-backed securities. Mortgage-backed securities currently offer yields
higher than those available from many other types of fixed income securities,
but because of their prepayment aspects, their price volatility and yield
characteristics will change based on changes in prepayment rates.
There are two methods of trading
mortgage-backed securities. A specific pool transaction is a trade in which the
pool number of the security to be delivered on the settlement date is known at
the time the trade is made. This is in contrast with the typical mortgage
transaction, called a TBA (to be announced) transaction, in which the type of
mortgage securities to be delivered is specified at the time of trade but the
actual pool numbers of the securities that will be delivered are not known at
the time of the trade. For example, in a TBA transaction an investor could
purchase $1 million of 30-year FNMA 9% mortgages and receive up to three pools
on the settlement date. The pool numbers of the pools to be delivered at
settlement will be announced shortly before settlement takes place. The terms of
the TBA trade may be made more specific if desired. For example, an investor may
request pools with
particular characteristics, such as those
that were issued prior to January 1, 1990. The most detailed specification of
the trade is to request that the pool number be known prior to purchase. In this
case, the investor has entered into a specific pool transaction. Generally,
agency pass-through mortgage-backed securities are traded on a TBA basis. The
specific pool numbers of the securities purchased do not have to be determined
at the time of the trade.
31
Mortgage-backed securities have yield
and maturity characteristics that are dependent on the mortgages underlying
them. Thus, unlike traditional debt securities, which may pay a fixed rate of
interest until maturity when the entire principal amount comes due, payments on
these securities include both interest and a partial payment of principal. In
addition to scheduled loan amortization, payments of principal may result from
the voluntary prepayment, refinancing or foreclosure of the underlying mortgage
loans. Such prepayments may significantly shorten the effective durations of
mortgage-backed securities, especially during periods of declining interest
rates. Similarly, during periods of rising interest rates, a reduction in the
rate of prepayments may significantly lengthen the effective durations of such
securities.
Investment in mortgage-backed
securities poses several risks, including interest rate, prepayment, market, and
credit risk. Interest rate risk reflects the risk that, as interest rates rise,
the value of mortgage-backed securities generally can be expected to fall.
Prepayment risk reflects the risk that borrowers may prepay their mortgages
faster than expected, thereby affecting the investments average life and
perhaps its yield. Whether or not a mortgage loan is prepaid is almost entirely
controlled by the borrower. Borrowers are most likely to exercise prepayment
options at the time when it is least advantageous to investors, generally
prepaying mortgages as interest rates fall, and slowing payments as interest
rates rise. Besides the effect of prevailing interest rates, the rate of
prepayment and refinancing of mortgages may also be affected by home value
appreciation, ease of the refinancing process and local economic conditions.
Market risk reflects the risk that the
price of the security may fluctuate over time. The price of mortgage-backed
securities may be particularly sensitive to prevailing interest rates, the
length of time the security is expected to be outstanding, and the liquidity of
the issue. In a period of unstable interest rates, there may be decreased demand
for certain types of mortgage-backed securities, and a fund invested in such
securities wishing to sell them may find it difficult to find a buyer, which may
in turn decrease the price at which they may be sold.
Credit risk reflects the risk that a
Fund may not receive all or part of its principal because the issuer or credit
enhancer has defaulted on its obligations. Obligations issued by U.S.
Government-related entities are guaranteed as to the payment of principal and
interest, but are not backed by the full faith and credit of the U.S.
Government. The performance of private label mortgage-backed securities, issued
by private institutions, is based on the financial health of those institutions.
The recent financial
downturnparticularly the increase in delinquencies and defaults on residential
mortgages, falling home prices, and unemploymenthas adversely affected the
market for mortgage-related securities. In addition, various market and
governmental actions may impair the ability to foreclose on or exercise other
remedies against underlying mortgage holders, or may reduce the amount received
upon foreclosure. These factors have caused certain mortgage-related securities
to experience lower valuations and reduced liquidity. There is also no assurance
that the U.S. Government will take further action to support the
mortgage-related securities industry, as it has in the past, should the economic
downturn continue or the economy experience another downturn. Further, recent
legislative action and any future government actions may significantly alter the
manner in which the mortgage-related securities market functions. Each of these
factors could ultimately increase the risk that a Fund could realize losses on
mortgage-related securities.
Mortgage Pass-Through
Securities.
Interests in pools of
mortgage-related securities differ from other forms of debt securities, which
normally provide for periodic payment of interest in fixed amounts with
principal payments at maturity or specified call dates. Instead, these
securities provide a monthly payment that consists of both interest and
principal payments. In effect, these payments are a pass-through of the
monthly payments made by the individual borrowers on their residential or
commercial mortgage loans, net of any fees paid to the issuer or guarantor of
such securities. Additional payments are caused by repayments of principal
resulting from the sale of the underlying property, refinancing or foreclosure,
net of fees or costs that may be incurred. Some mortgage-related securities
(such as securities issued by the GNMA) are described as modified
pass-through. These securities entitle the holder to receive all interest and
principal payments owed on the mortgage pool, net of certain
fees, at the scheduled payment dates regardless of whether or
not the mortgagor actually makes the payment.
32
The principal governmental guarantor of
mortgage-related securities is the GNMA. GNMA is a wholly owned U.S. Government
corporation within the Department of Housing and Urban Development. GNMA is
authorized to guarantee, with the full faith and credit of the U.S. Government,
the timely payment of principal and interest on securities issued by
institutions approved by GNMA (such as savings and loan institutions, commercial
banks and mortgage bankers) and backed by pools of Federal Housing
Administration (FHA) insured or Department of Veterans Affairs (VA)
guaranteed mortgages. Government-related guarantors (i.e., not backed by the
full faith and credit of the U.S. Government) include the FNMA and the FHLMC.
FNMA is a government-sponsored corporation. FNMA purchases conventional (i.e.,
not insured or guaranteed by any government agency) residential mortgages from a
list of approved seller/servicers which include state and federally chartered
savings and loan associations, mutual savings banks, commercial banks and credit
unions and mortgage bankers. Pass-through securities issued by FNMA are
guaranteed as to timely payment of principal and interest by FNMA but are not
backed by the full faith and credit of the U.S. Government.
FHLMC was created by Congress in 1970
for the purpose of increasing the availability of mortgage credit for
residential housing. It is a government-sponsored corporation formerly owned by
the 12 Federal Home Loan Banks. FHLMC issues participation certificates (PCs)
which represent interests in conventional mortgages from FHLMCs national
portfolio. FHLMC guarantees the timely payment of interest and ultimate
collection of principal, but PCs are not backed by the full faith and credit of
the U.S. Government.
In September 2008, the Federal Housing
Finance Agency (FHFA) placed FNMA and FHMLC into conservatorship. As the
conservator, FHFA succeeded to all rights, titles, powers and privileges of FNMA
and FHLMC and of any stockholder, officer or director of FNMA and FHLMC with
respect to FNMA and FHLMC and the assets of FNMA and FHLMC. FHFA selected a new
chief executive officer and chairman of the board of directors for each of FNMA
and FHLMC.
In connection with the conservatorship,
the U.S. Treasury entered into a Senior Preferred Stock Purchase Agreement with
each of FNMA and FHLMC pursuant to which the U.S. Treasury will purchase up to
an aggregate of $100 billion of each of FNMA and FHLMC to maintain a positive
net worth in each enterprise. This agreement contains various covenants that
severely limit each enterprises operations. In exchange for entering into these
agreements, the U.S. Treasury received $1 billion of each enterprises senior
preferred stock and warrants to purchase 79.9% of each enterprises common
stock. On February 18, 2009, the U.S. Treasury announced that it was doubling
the size of its commitment to each enterprise under the Senior Preferred Stock
Program to $200 billion. The U.S. Treasurys obligations under the Senior
Preferred Stock Program are for an indefinite period of time for a maximum
amount of $200 billion per enterprise.
FNMA and FHLMC are continuing to
operate as going concerns while in conservatorship and each remain liable for
all of its obligations, including its guaranty obligations, associated with its
mortgage-backed securities. The steps taken in connection with the
conservatorship are both intended to enhance each of FNMAs and FHLMCs ability
to meet its obligations.
Under the Federal Housing Finance
Regulatory Reform Act of 2008 (the
Reform Act), which was included as part of
the Housing and Economic Recovery Act of 2008, FHFA, as conservator or receiver,
has the power to repudiate any contract entered into by FNMA or FHLMC prior to
FHFAs appointment as conservator or receiver, as applicable, if FHFA
determines, in its sole discretion, that performance of the contract is
burdensome and that repudiation of the contract promotes the orderly
administration of FNMAs or FHLMCs affairs. The Reform Act requires FHFA to
exercise its right to repudiate any contract within a reasonable period of time
after its appointment as conservator or receiver.
FHFA, in its capacity as conservator,
has indicated that it has no intention to repudiate the guaranty obligations of
FNMA or FHLMC because FHFA views repudiation as incompatible with the goals of
the conservatorship. However, in the event that FHFA, as conservator or if it is
later appointed as receiver for FNMA or FHLMC, were to repudiate any such
guaranty obligation, the conservatorship or receivership estate, as applicable,
would be liable for actual direct compensatory damages in accordance with the
provisions of the Reform Act. Any such liability could be satisfied only to the
extent of FNMAs or FHLMCs assets available therefor.
In the event of repudiation, the
payments of interest to holders of FNMA or FHLMC mortgage-backed securities
would be reduced if payments on the mortgage loans represented in the mortgage
loan groups related to such
mortgage-backed securities are
not made by the borrowers or advanced by the servicer. Any actual direct
compensatory damages for repudiating these guaranty obligations may not be
sufficient to offset any shortfalls experienced by such mortgage-backed security
holders.
33
Further, in its capacity as conservator
or receiver, FHFA has the right to transfer or sell any asset or liability of
FNMA or FHLMC without any approval, assignment or consent. Although FHFA has
stated that it has no present intention to do so, if FHFA, as conservator or
receiver, were to transfer any such guaranty obligation to another party,
holders of FNMA or FHLMC mortgage-backed securities would have to rely on that
party for satisfaction of the guaranty obligation and would be exposed to the
credit risk of that party.
In addition, certain rights provided to
holders of mortgage-backed securities issued by FNMA and FHLMC under the
operative documents related to such securities may not be enforced against FHFA,
or enforcement of such rights may be delayed, during the conservatorship or any
future receivership. The operative documents for FNMA and FHLMC mortgage-backed
securities may provide (or with respect to securities issued prior to the date
of the appointment of the conservator may have provided) that upon the
occurrence of an event of default on the part of FNMA or FHLMC, in its capacity
as guarantor, which includes the appointment of a conservator or receiver,
holders of such mortgage-backed securities have the right to replace FNMA or
FHLMC as trustee if the requisite percentage of mortgage-backed securities
holders consent. The Reform Act prevents mortgage-backed security holders from
enforcing such rights if the event of default arises solely because a
conservator or receiver has been appointed. The Reform Act also provides that no
person may exercise any right or power to terminate, accelerate or declare an
event of default under certain contracts to which FNMA or FHLMC is a party, or
obtain possession of or exercise control over any property of FNMA or FHLMC, or
affect any contractual rights of FNMA or FHLMC, without the approval of FHFA, as
conservator or receiver, for a period of 45 or 90 days following the appointment
of FHFA as conservator or receiver, respectively.
In addition, in a February 2011 report
to Congress from the Treasury Department and the Department of Housing and Urban
Development, the Obama administration provided a plan to reform Americas
housing finance market. The plan would reduce the role of and eventually
eliminate FNMA and FHLMC. Notably, the plan does not propose similar significant
changes to GNMA, which guarantees payments on mortgage-related securities backed
by federally insured or guaranteed loans such as those issued by the Federal
Housing Association or guaranteed by the Department of Veterans Affairs. The
report also identified three proposals for Congress and the administration to
consider for the long-term structure of the housing finance markets after the
elimination of FNMA and FHLMC, including implementing: (i) a privatized system
of housing finance that limits government insurance to very limited groups of
creditworthy low- and moderate-income borrowers; (ii) a privatized system with a
government backstop mechanism that would allow the government to insure a larger
share of the housing finance market during a future housing crisis; and (iii) a
privatized system where the government would offer reinsurance to holders of
certain highly-rated mortgage-related securities insured by private insurers and
would pay out under the reinsurance arrangements only if the private mortgage
insurers were insolvent.
Commercial banks, savings and loan
institutions, private mortgage insurance companies, mortgage bankers and other
secondary market issuers also create pass-through pools of conventional
residential mortgage loans. Such issuers may, in addition, be the originators
and/or servicers of the underlying mortgage loans as well as the guarantors of
the mortgage-related securities. Pools created by such non-governmental issuers
generally offer a higher rate of interest than government and government-related
pools because there are no direct or indirect government or agency guarantees of
payments in the former pools. However, timely payment of interest and principal
of these pools may be supported by various forms of insurance or guarantees,
including individual loan, title, pool and hazard insurance and letters of
credit. The insurance and guarantees are issued by governmental entities,
private insurers and the mortgage poolers. Such insurance and guarantees and the
creditworthiness of the issuers thereof will be considered in determining
whether a mortgage-related security meets a Funds investment quality standards.
There can be no assurance that the private insurers or guarantors can meet their
obligations under the insurance policies or guarantee arrangements. Although the
market for such securities is becoming increasingly liquid, securities issued by
certain private organizations may not be readily marketable.
The assets underlying mortgage-related
securities may be represented by a portfolio of first lien residential mortgages
(including both whole mortgage loans and mortgage participation interests) or
portfolios of mortgage pass-through securities issued or guaranteed by GNMA,
FNMA or FHLMC. Mortgage loans underlying a mortgage-related security may in turn
be insured or guaranteed by the FHA or the VA. In the case of private issue
mortgage-related securities whose underlying assets are neither U.S. Government
securities nor U.S. Government-insured mortgages, to the extent that real
properties securing such assets may be located in the same geographical region,
the security may be subject to a greater risk of default than other comparable
securities in the event of adverse economic, political or business developments
that may affect such region and, ultimately, the ability of residential
homeowners to make payments of principal and interest on the underlying
mortgages.
34
Collateralized Mortgage Obligations
(CMOs).
A CMO is a hybrid between a
mortgage-backed bond and a mortgage pass-through security. Similar to a bond,
interest and prepaid principal is paid, in most cases, semiannually. CMOs may be
collateralized by whole mortgage loans, but are more typically collateralized by
portfolios of mortgage pass-through securities guaranteed by GNMA, FHLMC or
FNMA, and their income streams.
CMOs are structured into multiple
classes, each bearing a different stated maturity. Actual maturity and average
life will depend upon the prepayment experience of the collateral. CMOs provide
for a modified form of call protection through a de facto breakdown of the
underlying pool of mortgages according to how quickly the loans are repaid.
Monthly payment of principal received from the pool of underlying mortgages,
including prepayments, is first returned to investors holding the shortest
maturity class. Investors holding the longer maturity classes receive principal
only after the first class has been retired. An investor is partially guarded
against a sooner than desired return of principal because of the sequential
payments. In a typical CMO transaction, a corporation (issuer) issues multiple
series (e.g., A, B, C, Z) of CMO bonds (Bonds). Proceeds of the Bond offering
are used to purchase mortgages or mortgage pass-through certificates
(Collateral). The Collateral is pledged to a third party trustee as security
for the Bonds. Principal and interest payments from the Collateral are used to
pay principal on the Bonds in the order A, B, C, Z. The Series A, B and C Bonds
all bear current interest. Interest on the Series Z Bond is accrued and added to
principal and a like amount is paid as principal on the Series A, B or C Bond
currently being paid off. When the Series A, B and C Bonds are paid in full,
interest and principal on the Series Z Bond begins to be paid currently. With
some CMOs, the issuer serves as a conduit to allow loan originators (primarily
builders or savings and loan associations) to borrow against their loan
portfolios.
FHLMC CMOs.
FHLMC CMOs are debt obligations of FHLMC issued in multiple
classes having different maturity dates that are secured by the pledge of a pool
of conventional mortgage loans purchased by FHLMC. Unlike FHLMC PCs, payments of
principal and interest on the CMOs are made semiannually, as opposed to monthly.
The amount of principal payable on each semiannual payment date is determined in
accordance with FHLMCs mandatory sinking fund schedule, which, in turn, is
equal to approximately 100% of FHA prepayment experience applied to the mortgage
collateral pool. All sinking fund payments in the CMOs are allocated to the
retirement of the individual classes of bonds in the order of their stated
maturities. Payment of principal on the mortgage loans in the collateral pool in
excess of the amount of FHLMCs minimum sinking fund obligation for any payment
date are paid to the holders of the CMOs as additional sinking fund payments.
Because of the pass-through nature of all principal payments received on the
collateral pool in excess of FHLMCs minimum sinking fund requirement, the rate
at which principal of the CMOs is actually repaid is likely to be such that each
class of bonds will be retired in advance of its scheduled maturity date.
If collection of principal (including
prepayments) on the mortgage loans during any semiannual payment period is not
sufficient to meet FHLMCs minimum sinking fund obligation on the next sinking
fund payment date, FHLMC agrees to make up the deficiency from its general
funds. Criteria for the mortgage loans in the pool backing the FHLMC CMOs are
identical to those of FHLMC PCs. FHLMC has the right to substitute collateral in
the event of delinquencies and/or defaults.
Other Mortgage-Related
Securities.
Other mortgage-related securities
include securities other than those described above that directly or indirectly
represent a participation in, or are secured by and payable from, mortgage loans
on real property, including CMO residuals or stripped mortgage-backed
securities. Other mortgage-related securities may be equity or debt securities
issued by agencies or instrumentalities of the U.S. Government or by private
originators of, or investors in, mortgage loans, including savings and loan
associations, homebuilders, mortgage banks, commercial banks, investment banks,
partnerships, trusts and special purpose entities of the foregoing.
CMO Residuals.
CMO residuals are derivative mortgage securities issued by
agencies or instrumentalities of the U.S. Government or by private originators
of, or investors in, mortgage loans, including savings and loan associations,
homebuilders, mortgage banks, commercial banks, investment banks and special
purpose entities of the foregoing.
35
The cash flow generated by the mortgage
assets underlying a series of CMOs is applied first to make required payments of
principal and interest on the CMOs and second to pay the related administrative
expenses of the issuer. The residual in a CMO structure generally represents the
interest in any excess cash flow remaining after making the foregoing payments.
Each payment of such excess cash flow to a holder of the related CMO residual
represents income and/or a return of capital. The amount of residual cash flow
resulting from a CMO will depend on, among other things, the characteristics of
the mortgage assets, the coupon rate of each class of CMO, prevailing interest
rates, the amount of administrative expenses and the prepayment experience on
the mortgage assets. In particular, the yield to maturity on CMO residuals is
extremely sensitive to prepayments on the related underlying mortgage assets, in
the same manner as an interest-only (IO) class of stripped mortgage-backed
securities. See Other Mortgage-Related Securities -- Stripped Mortgage-Backed
Securities. In addition, if a series of a CMO includes a class that bears
interest at an adjustable rate, the yield to maturity on the related CMO
residual will also be extremely sensitive to changes in the level of the index
upon which interest rate adjustments are based. As described below with respect
to stripped mortgage-backed securities, in certain circumstances a Fund may fail
to recoup fully its initial investment in a CMO residual.
CMO residuals are generally purchased
and sold by institutional investors through several investment banking firms
acting as brokers or dealers. The CMO residual market has only very recently
developed and CMO residuals currently may not have the liquidity of other more
established securities trading in other markets. Transactions in CMO residuals
are generally completed only after careful review of the characteristics of the
securities in question. In addition, CMO residuals may or, pursuant to an
exemption therefrom, may not have been registered under the 1933 Act. CMO
residuals, whether or not registered under the 1933 Act, may be subject to
certain restrictions on transferability and may be deemed illiquid and subject
to a Funds limitations on investment in illiquid securities.
Stripped Mortgage-Backed Securities
(SMBS).
SMBS are derivative multi-class
mortgage securities. SMBS may be issued by agencies or instrumentalities of the
U.S. Government or by private originators of, or investors in, mortgage loans,
including savings and loan associations, mortgage banks, commercial banks,
investment banks and special purpose entities of the foregoing.
SMBS are usually structured with two
classes that receive different proportions of the interest and principal
distributions on a pool of mortgage assets. A common type of SMBS will have one
class receiving some of the interest and most of the principal from the mortgage
assets, while the other class will receive most of the interest and the
remainder of the principal. In the most extreme case, one class will receive all
of the interest (the interest-only or IO class), while the other class will
receive all of the principal (the principal-only or PO class). The cash flow and
yields on IO and PO classes can be extremely sensitive to the rate of principal
payments (including prepayments) on the related underlying mortgage assets, and
a rapid rate of principal payments may have a material adverse effect on a
Funds yield to maturity from these securities. If the underlying mortgage
assets experience greater than anticipated prepayments of principal, a Fund may
fail to fully recoup its initial investment in these securities even if the
security is in one of the highest rating categories.
Mortgage-Backed Securities and Asset-Backed Securities - Types of Credit
Support.
Mortgage-backed securities and
asset-backed securities are often backed by a pool of assets representing the
obligations of a number of different parties. To lessen the effect of failure by
obligors on underlying assets to make payments, such securities may contain
elements of credit support. Such credit support falls into two categories: (i)
liquidity protection; and (ii) protection against losses resulting from ultimate
default by an obligor on the underlying assets. Liquidity protection refers to
the provision of advances, generally by the entity administering the pool of
assets, to ensure that the pass-through of payments due on the underlying pool
occurs in a timely fashion. Protection against losses resulting from ultimate
default enhances the likelihood of ultimate payment of the obligations on at
least a portion of the assets in the pool. Such protection may be provided
through guarantees, insurance policies or letters of credit obtained by the
issuer or sponsor from third parties, through various means of structuring the
transaction or through a combination of such approaches.
The ratings of mortgage-backed
securities and asset-backed securities for which third-party credit enhancement
provides liquidity protection or protection against losses from default are
generally dependent upon the continued creditworthiness of the provider of the
credit enhancement. The ratings of such securities could be subject to
reduction in the event of deterioration in the
creditworthiness of the credit enhancement provider even in cases where the
delinquency and loss experience on the underlying pool of assets is better than
expected.
36
Examples of credit support arising out
of the structure of the transaction include senior-subordinated securities
(multiple class securities with one or more classes subordinate to other classes
as to the payment of principal thereof and interest thereon, with the result
that defaults on the underlying assets are borne first by the holders of the
subordinated class), creation of reserve funds (where cash or investments,
sometimes funded from a portion of the payments on the underlying assets, are
held in reserve against future losses) and over-collateralization (where the
scheduled payments on, or the principal amount of, the underlying assets exceed
those required to make payment of the securities and pay any servicing or other
fees). The degree of credit support provided for each issue is generally based
on historical information with respect to the level of credit risk associated
with the underlying assets. Delinquency or loss in excess of that which is
anticipated could adversely affect the return on an investment in such a
security.
OTHER DEPOSITARY RECEIPTS (CDRS, EDRS,
GDRS)
The Funds may invest in depositary
receipts. European Depositary Receipts (EDRs), which are sometimes referred to
as Continental Depositary Receipts (CDRs), are receipts issued in Europe
typically by non-United States banks and trust companies that evidence ownership
of either foreign or domestic securities. Global Depositary Receipts (GDRs)
are issued globally and evidence a similar ownership arrangement. Generally,
ADRs in registered form are designed for use in the United States securities
markets and EDRs and CDRs in bearer form are designed for use in Europe and GDRs
are designed for trading in non-U.S. securities markets. The Funds may invest in
EDRs, CDRs and GDRs through sponsored or unsponsored facilities. A sponsored
facility is established jointly by the issuer of the underlying security and a
depositary, whereas a depositary may establish an unsponsored facility without
participation by the issuer of the deposited security. Holders of unsponsored
depositary receipts generally bear all the costs of such facilities and the
depositary of an unsponsored facility frequently is under no obligation to
distribute shareholder communications received from the issuer of the deposited
security or to pass through voting rights to holders of such receipts in respect
of the deposited securities.
There are certain risks associated with
investments in unsponsored depositary programs. Because the non-U.S. company
does not actively participate in the creation of the depositary program, the
underlying agreement for service and payment will be between the depositary and
the shareholder. The company issuing the stock underlying the depositary
receipts pays nothing to establish the unsponsored facility, as fees for
depositary receipt issuance and cancellation are paid by brokers. Investors
directly bear the expenses associated with certificate transfer, custody and
dividend payment. In an unsponsored depositary program, there also may be
several depositaries with no defined legal obligations to the non-U.S. company.
The duplicate depositaries may lead to marketplace confusion because there would
be no central source of information to buyers, sellers and intermediaries. The
efficiency of centralization gained in a sponsored program can greatly reduce
the delays in delivery of dividends and annual reports.
In addition, with respect to all
depositary receipts, there is always the risk of loss due to currency
fluctuations.
PRIVATE EQUITY SECURITIES
The World Selection Funds may invest in
private equity securities. Listed private equity companies are subject to
various risks depending on their underlying investments, which could include,
but are not limited to, additional liquidity risk, industry risk, non-U.S.
security risk, currency risk, valuation risk, credit risk, managed portfolio
risk and derivatives risk.
REAL ESTATE SECURITIES
The Funds may invest in real estate
investment trusts (REITs). REITs pool investors funds for investment
primarily in income producing real estate or real estate loans or interests. A
REIT is not taxed on income distributed to shareholders if it complies with
several requirements relating to its organization, ownership, assets, and income
and a requirement that it distributes to its shareholders substantially all of
its taxable income (other than net capital gains) for each taxable year. REITs
can generally be classified as Equity REITs, Mortgage REITs and Hybrid REITs. Equity REITs, which invest the majority of their assets
directly in real property, derive their income primarily from rents. Equity
REITs can also realize capital gains by selling properties that have appreciated
in value. Mortgage REITs, which invest the majority of their assets in real
estate mortgages, derive their income primarily from interest payments. Hybrid
REITs combine the characteristics of both Equity REITs and Mortgage REITs. The
Funds will not invest in real estate directly, but only in securities issued by
real estate companies. However, the Funds may be subject to risks similar to
those associated with the direct ownership of real estate (in addition to
securities markets risks) because of its policy of concentration in the
securities of companies in the real estate industry. These include declines in
the value of real estate, risks related to general and local economic
conditions, dependency on management skill, heavy cash flow dependency, possible
lack of availability of mortgage funds, overbuilding, extended vacancies of
properties, increased competition, increases in property taxes and operating
expenses, changes in zoning laws, losses due to costs resulting from the
clean-up of environmental problems, liability to third parties for damages
resulting from the environmental problems, casualty or condemnation losses,
limitation on rents, changes in neighborhood values, the appeal of properties to
tenants, and changes in interest rates.
37
REPURCHASE AGREEMENTS
The Funds may invest in repurchase
agreements collateralized by U.S. Government securities, U.S. Treasuries,
certificates of deposit and certain bankers acceptances. Repurchase agreements
are transactions by which a portfolio or fund purchases a security and
simultaneously commits to resell that security to the seller (a bank or
securities dealer) at an agreed upon price on an agreed upon date (usually
within seven days of purchase). The resale price reflects the purchase price
plus an agreed upon market rate of interest which is unrelated to the coupon
rate or date of maturity of the purchased security. Repurchase agreements
involve certain risks not associated with direct investments in the underlying
securities. In the event of a default or bankruptcy by the seller, a Fund will
seek to liquidate such collateral. The exercise of a Funds right to liquidate
such collateral could involve certain costs or delays and, to the extent that
proceeds from any sale upon a default of the obligation to repurchase were less
than the repurchase price, the Fund could suffer a loss. Repurchase agreements
are considered to be loans by an investment company under the 1940
Act.
The use of repurchase agreements
involves certain risks. For example, if the seller of the agreements defaults on
its obligation to repurchase the underlying securities at a time when the value
of these securities has declined, a Fund may incur a loss upon disposition of
them. If the seller of the agreement becomes insolvent and subject to
liquidation or reorganization under the Bankruptcy Code or other laws, a
bankruptcy court may determine that the underlying securities are collateral not
within the control of a Fund and therefore subject to sale by the trustee in
bankruptcy. Finally, it is possible that a Fund may not be able to substantiate
its interest in the underlying securities. While the management of the Trusts
and the Portfolio Trust acknowledge these risks, it will attempt to control such
risks through stringent security selection criteria and careful monitoring
procedures.
SHORT SALES
The Funds may make short sales of
securities as part of their overall portfolio management strategies involving
the use of derivative instruments and to offset potential declines in long
positions in similar securities. A short sale is a transaction in which a Fund
sells a security it does not own in anticipation that the market price of that
security will decline.
When a Fund makes a short sale, it will
often borrow the security sold short and deliver it to the broker-dealer through
which it made the short sale as collateral for its obligation to deliver the
security upon conclusion of the sale. In connection with short sales of
securities, the Fund may pay a fee to borrow securities or maintain an
arrangement with a broker to borrow securities, and is often obligated to pay
over any accrued interest and dividends on such borrowed securities.
If the price of the security sold short
increases between the time of the short sale and the time that a Fund replaces
the borrowed security, the Fund will incur a loss; conversely, if the price
declines, the Fund will realize a capital gain. Any gain will be decreased, and
any loss increased, by the transaction costs described above. The successful use
of short selling may be adversely affected by imperfect correlation between
movements in the price of the security sold short and the securities being
hedged.
38
To the extent that a Fund engages in
short sales, it will provide collateral to the broker-dealer and (except in the
case of short sales against the box) will maintain additional asset coverage
in the form of segregated or earmarked assets that the Adviser determines to
be liquid in accordance with procedures established by the Board of Trustees and
that is equal to the current market value of the securities sold short, or will
ensure that such positions are covered by offsetting positions, until the Fund
replaces the borrowed security. A short sale is against the box to the extent
that the Fund contemporaneously owns, or has the right to obtain at no added
cost, securities identical to those sold short. A Fund will engage in short
selling to the extent permitted by the federal securities laws and rules and
interpretations thereunder. To the extent a Fund engages in short selling in
foreign (non-U.S.) jurisdictions, the Fund will do so to the extent permitted by
the laws and regulations of such jurisdiction.
SHORT-TERM TRADING
The Funds may engage in short-term
trading. Although the Funds will not make a practice of short-term trading,
purchases and sales of securities will be made whenever necessary or desirable
in the managements view to achieve the investment objective of a Fund. A change
in the securities held by a Fund is known as portfolio turnover. Management
does not expect that in pursuing a Funds investment objective unusual portfolio
turnover will be required and intends to keep turnover to a minimum consistent
with each Funds investment objective. The trading costs and tax effects
associated with portfolio turnover may adversely affect a Funds performance.
The management believes unsettled market economic conditions during certain
periods require greater portfolio turnover in pursuing a Funds investment
objectives than would otherwise be the case. A higher incidence of portfolio
turnover will result in greater transaction costs to a Fund.
SOVEREIGN AND SUPRANATIONAL DEBT
OBLIGATIONS
The Funds may invest in sovereign and
supranational debt obligations. Debt instruments issued or guaranteed by foreign
governments, agencies, and supranational (sovereign debt obligations),
especially sovereign debt obligations of developing countries, may involve a
high degree of risk, and may be in default or present the risk of default. The
issuer of the obligation or the governmental authorities that control the
repayment of the debt may be unable or unwilling to repay principal and interest
when due, and may require renegotiation or rescheduling of debt payments. In
addition, prospects for repayment of principal and interest may depend on
political as well as economic factors. The total public debt of governments as a
percent of gross domestic product has grown rapidly since the beginning of the
2008 financial downturn. Although high levels of debt do not necessarily
indicate or cause economic problems, high levels of debt may create certain
systemic risks if sound debt management practices are not implemented. A high
national debt level may increase market pressures to meet government funding
needs, which may increase borrowing costs and cause a government to issue
additional debt, thereby increasing the risk of refinancing. A high national
debt also raises concerns that a government may be unable or unwilling to repay
the principal or interest on its debt. Unsustainable debt levels can decline the
valuation of currencies, and can prevent a government from implementing
effective counter-cyclical fiscal policy during economic downturns.
SPECIAL RISK FACTORS AFFECTING BRAZIL
BRIC Equity Fund may invest in
securities of Brazilian issuers. Investing in Brazil involves risk and special
considerations not typically associated with investing in other more established
economies or securities markets. These risks are described in greater detail
below.
Brazil is the largest country in South
America, the fifth largest in the world in both area and population and is home
to vast amounts of natural resources. Brazil's population in 2010 was estimated
at about 191 million people who are descendants from indigenous tribes and
European immigrants. This multiracial population lives in diverse socioeconomic
conditions, from the urban cities of Sao Paolo to the undeveloped trading posts
of the distant regions. Industrial development has been concentrated in specific
areas. Brazil's disenfranchised population is a source of many of the country's
social problems.
Characterized by large and
well-developed agricultural, mining, manufacturing, and service sectors,
Brazil's economy outweighs that of all other South American countries and is
expanding its presence in world markets. The three pillars of the economic
program put in place by former President Cardoso and strengthened by former
President Lula da Silva and current President Dilma Rousseff
are a floating exchange rate, an inflation-targeting regime, and tight fiscal
policy, all reinforced by a series of IMF programs that contribute to the
resiliency of the Brazilian economy. The most important economic vulnerabilities
of Brazil are unemployment and the large government debt burden in relation to
Brazil's small, but expanding export base.
39
The Brazilian government has exercised
and continues to exercise substantial influence over many aspects of the private
sector by legislation and regulation, including regulation of prices and wages.
The Brazilian government has, in the past, limited the outflow of profits to
investors abroad, imposed restrictions on the exchange or export of the real
(Brazils currency), extended diplomatic disputes to include trade and financial
relations, seized foreign investment and imposed high taxes. Future economic
policies of the Brazilian government may also affect the liquidity of the
Brazilian stock market.
Brazilian law imposes certain
limitations and controls which generally affect foreign investors in Brazil.
Under current Brazilian law, the Fund may repatriate income received from
dividends and interest earned on, and net realized capital gains from, its
investments in Brazilian securities. Exchange control regulations, which may
restrict repatriation of investment income, capital or the proceeds of
securities sales by foreign investors, may limit the Funds ability to make
sufficient distributions, within applicable time periods, to qualify for the
favorable U.S. tax treatment afforded to regulated investment companies. In
addition, under current Brazilian law, whenever there occurs a serious imbalance
in Brazils balance of payments or serious reasons to foresee the imminence of
such an imbalance, the Brazilian Monetary Council may, for a limited period,
impose restrictions on foreign capital remittances abroad.
SPECIAL RISK FACTORS AFFECTING CHINA
The BRIC Equity Fund and the China
Equity Fund may invest in the securities of Chinese issuers. Investing in China
involves risk and special considerations not typically associated with investing
in other more established economies or securities markets. These risks are
described in greater detail below.
Political and Economic
Factors
. The laws, government policies and
political and economic climate in China may change with little or no advance
notice. Any such change could adversely affect market conditions and the
performance of the Chinese economy and, thus, the value of the Funds portfolio.
After the formation of the Chinese socialist state in 1949, the Chinese
government renounced various debt obligations and nationalized private assets
without compensation. There can be no assurance that the Chinese government will
not take similar actions in the future.
Only recently has China loosened some
of its controls with respect to foreign investment to permit private economic
activity. Under the economic reforms implemented by the Chinese government, the
Chinese economy has experienced tremendous growth. However, there is no
guarantee that the Chinese government will continue its current economic reforms
or that the growth of the Chinese economy will be sustained in the future.
Economic growth in China has historically been accompanied by periods of high
inflation. If measures adopted by the Chinese government to counter inflation do
not succeed, and if inflation were to worsen, the Chinese economy could be
adversely affected.
The Chinese government continues to be
an active participant in many economic sectors through ownership positions in
Chinese companies and other forms of regulation. Certain government policies may
result in the preferential treatment of particular sectors or companies and may
have a significant effect on the Chinese economy. Exports and trade are integral
to the Chinese economy. As a result, adverse changes to the economic conditions
of Chinas primary trading partners, such as the United States, Japan and South
Korea, could adversely impact the Chinese economy.
China operates under a civil law
system, in which court precedent is not binding. The law is controlled
exclusively through written statutes. Because there is no binding precedent to
interpret existing statutes, there is also uncertainty regarding the
implementation of existing law.
40
Investments in Hong Kong are also
subject to certain political risks. Following the establishment of the Peoples
Republic of China by the Communist Party in 1949, the Chinese government
renounced various debt obligations incurred by Chinas predecessor governments, which obligations remain in
default, and expropriated assets without compensation. There can be no assurance
that the Chinese government will not take similar action in the future. In 1997,
Great Britain handed over control of Hong Kong to the Chinese mainland
government. Since that time, Hong Kong has been governed by a semi-constitution
known as the Basic Law, which guarantees a high degree of autonomy with regard
to its political, legal and economic systems for a period of at least 50 years.
China controls matters that relate to defense and foreign affairs. The chief
executive of Hong Kong is appointed by the Chinese government. Hong Kong is able
to participate in international organizations and agreements and it continues to
function as an international financial center, with no exchange controls, free
convertibility of the Hong Kong dollar and free inward and outward movement of
capital. However, there is no guarantee that China will continue to honor Hong
Kongs autonomy, and China may change its policies regarding Hong Kong at any
time. If China were to exert its authority so as to alter the economic,
political, or legal structures or the existing social policy of Hong Kong,
investor and business confidence in Hong Kong could be negatively affected,
which in turn could negatively affect markets and business performance.
Chinese Securities
Markets
. The China Securities Regulation
Commission (CSRC) supervises the two official stock exchanges in mainland
China, the Shanghai Stock Exchange and the Shenzhen Securities Exchange. The
Shanghai and Shenzhen Stock Exchanges are substantially smaller, less liquid and
more volatile than the major securities markets in the United States. In
comparison to the mainland Chinese securities markets, the securities markets in
Hong Kong are relatively well developed. Chinese securities markets have a
limited operating history and are not as developed as those in the United States
or some other countries.
Market regulation, disclosure and other
regulatory standards in China are less stringent than in the United States.
Chinese issuers generally disclose substantially less publicly available
information than U.S. issuers are required to disclose. As a result, Chinese
issuers may not make disclosure of certain material information. Additionally,
Chinese issuers are subject to accounting, auditing and financial standards and
requirements that differ, in some cases significantly, from those applicable to
U.S. issuers.
Investments in B-Shares, H-Shares,
Red Chip Companies and P-Chip Companies
.
The BRIC Equity Fund intends
only to invest in H-Shares and Red Chip Companies and the China Equity Fund
intends to invest in B-Shares, H-Shares, Red Chip Companies and P-Chip
Companies.
B-Shares.
B-Shares are shares of companies listed on the Shanghai or
Shenzhen Stock Exchange and are quoted and traded in foreign currencies
(currently Hong Kong Dollars and U.S. Dollars) and are generally the only class
of shares listed on the Shanghai and Shenzhen Stock Exchanges available to
foreign investors other than qualified foreign institutional investors
(QFIIs). The market for B- Shares in China is relatively illiquid so that
market opportunities will be limited as compared to other major international
stock markets.
H- Shares
. The Funds may invest in shares of Chinese companies that are listed on
the Hong Kong Stock Exchange. H-Shares are traded in Hong Kong dollars and must
meet Hong Kongs listing and disclosure requirements. H-Shares may be traded by
foreigners.
Red Chip Companies.
Red Chip Companies are companies with controlling Chinese
shareholders that are incorporated outside mainland China and listed on the Hong
Kong Stock Exchange. Shares of such companies are traded in Hong Kong dollars on
the Hong Kong Stock Exchange. Shares of Red Chip Companies may be traded by
foreigners.
P-chip Companies
. P-chip Companies are companies with controlling private
Chinese shareholders that are listed on a stock exchange outside mainland China
(
e.g.
,
Singapore).
Foreign Exchange Controls and
Foreign Currency Considerations
. Chinese law
requires that all domestic transactions must be settled in Chinese currency, the
Renminbi, places significant restrictions on the remittance of foreign currency
and strictly regulates currency exchange from Renminbi. Foreign investors may
only exchange foreign currencies at specially authorized banks after complying
with documentation requirements. These restrictions may adversely affect foreign
investors. Additionally, there is currently no market in which the Funds may
engage in hedging transactions to minimize Renminbi foreign exchange risk, and
there can be no guarantee that instruments suitable for hedging currency will be
available at any time in the future.
41
SPECIAL RISK FACTORS AFFECTING INDIA
The BRIC Equity Fund and India Equity
Fund may invest in the securities of Indian issuers. Investing in India involves
risk and special considerations not typically associated with investing in other
more established economies or securities markets. These risks are described in
greater detail below.
Investments by Foreign Institutional
Investors
. There are controls and
restrictions exercised by the Indian government and Indian regulatory bodies
over foreign investment in securities of Indian issuers. Those foreign investors
qualified as Foreign Institutional Investors (FIIs) may invest predominantly
in exchange traded securities (including securities that are to be listed or
approved on the over-the-counter exchange of India) subject to the guidelines
for Direct Foreign Investments by FIIs in India (the Guidelines) published in
a September 14, 1992 Press Note issued by the Government of India, Ministry of
Finance, Investment Division. To qualify to trade in India, an FII must apply
for registration to the Securities and Exchange Board of India (SEBI) and to
the Reserve Bank of India. SEBI is instructed by the Guidelines to consider the
track record of the FII, its professional competence, financial soundness,
experience and other relevant criteria. SEBI must also be satisfied that
suitable custodial arrangements are in place for the Indian securities. A FII
must seek renewal of this status every five years, for which there can be no
guarantee that regulatory approval will be forthcoming. FIIs are required to
observe certain investment restrictions, including an ownership
ceiling.
There is no assurance that any of the
aforementioned investment control regimes will not be changed or modified in any
way that may make it more difficult or impossible for the India Equity Fund and
the BRIC Equity Fund to implement their investment objectives or repatriate
their income, gains and initial capital.
Investment Factors Unique to
India
. The government of India exercises
significant influence over many aspects of the Indian economy, and the number of
public sector enterprises in India is substantial. Accordingly, government
actions in India in the future could have a significant effect on its economy,
which could affect private sector companies, market conditions, and prices and
yields of Indian securities.
Religious and border disputes
persist in India
. India has from time to time
experienced civil unrest and hostilities with neighboring countries such as
Pakistan. Several Indian states have active separatist movements that the
government is confronting. The longstanding dispute with Pakistan over the
bordering Indian state of Jammu and Kashmir remains unresolved. If the Indian
government is unable to control the negative effects of these tensions,
including violence and civil disruptions, the results could destabilize the
economy.
Exchange Controls and the Ability to
Repatriate Investments
. The Indian Foreign
Exchange Management Act, 1999 and the rules, regulations and notifications
issued thereunder control the ability of the Funds to invest in Indian
securities, exchange Indian rupees into U.S. dollars and repatriate investment
income, capital and proceeds of sales realized from investments in Indian
securities. There is no assurance that the Indian government will not impose
restrictions on foreign capital remittances abroad or otherwise modify the
exchange control regime applicable to FIIs in such a way that may adversely
affect the ability of the Funds to repatriate their respective income and
capital in the future. Such a condition may prompt the Board of Trustees to
suspend redemptions for an indefinite period. If for any reason a Fund is
unable, through borrowing or otherwise, to distribute an amount equal to
substantially all of their respective investment company taxable income (as
defined for U.S. tax purposes, without regard to the deduction for dividends
paid) within the applicable time periods, the Fund would cease to qualify for
the favorable tax treatment afforded to regulated investment companies under the
U.S. Code.
Limited Share
Ownership
. A limited number of persons or
entities hold a high proportion of the shares of many Indian issuers. This
limits the number of shares available for investment by the Funds. In addition,
further issuances, or the perception that such further issuances may occur, of
securities by Indian issuers in which the Funds have invested could dilute the
earnings per share of the Funds investment and could adversely affect the
market price of such securities. Sales of securities by such issuers major
shareholders, or the perception that such sales may occur, may also
significantly and adversely affect the market price of such securities and, in
turn, the Funds investment. A limited number of issuers represent a
disproportionately large percentage of market capitalization and trading value.
The limited liquidity of the Indian securities markets may also affect the
Funds ability to acquire or dispose of securities at the price and time that it
desires.
42
Indian stock exchanges, including The
Stock Exchange, Mumbai and the National Stock Exchange of India, have in the
past experienced substantial fluctuations in the prices of their listed
securities. They have also experienced problems such as temporary exchange
closures, broker defaults, settlement delays and broker strikes that, if they
reoccur, could affect the market price and liquidity of Indian securities. In
addition, the governing bodies of the various Indian stock exchanges have from
time to time imposed restrictions on trading in certain securities, limitations
on price movements and margin requirements. There have also been delays and
errors in share allotments relating to initial public offerings, which in turn
affect overall market sentiment and lead to fluctuations in the market prices of
the securities of those companies and others.
SPECIAL RISK FACTORS AFFECTING RUSSIA
The Fund may invest in securities of
Russian issuers. Investing in Russia involves risk and special considerations
not typically associated with investing in other more established economies or
securities markets. These risks are described in greater detail below.
Since the breakup of the Soviet Union
in December of 1991, Russia has experienced and continues to experience dramatic
political and social instability, that is also manifested in increased crime
rates, terrorism, public corruption and conflicts that could rise to the level
of regional war. In addition, the governmental efforts of transforming the
economy into an efficient structure enabling Russia to compete in international
markets and serve the needs of its citizens have failed to date. In this
unstable environment it is very difficult to predict how dramatically economic
policies implemented by the government in the future would affect foreign
investors.
The relatively recent formation,
inexperience, extreme price volatility, illiquidity, low trading volume and the
limited issuer representation of few industry sectors of the Russian securities
market present a variety of problems that are not encountered on more developed
national securities markets. The delays in the Russian share registration system
or share custody by licensed Russian sub-custodians could affect efficient
portfolio maintenance and timely execution of transactions thereby presenting a
potential for loss. In addition, should a loss occur due to an error it may be
problematic to obtain and/or enforce legal judgment, especially in light of the
fact that investor regulatory protection in general and foreign investor
protection in particular is limited. There are less stringent auditing and
financial reporting standards compared to those that apply to issuers in the
U.S. and the available statistical information could be inaccurate. As a result,
it is very difficult to obtain material information about issuer or to assess
the financial condition of Russian companies.
Russia's dependence on the export of
its commodities makes it vulnerable to any weakening in global demand for these
commodities that could put devaluation pressure on the exchange rate. These
adverse currency exchanges rates and the lack of available currency hedging
instruments present a high degree of currency risk to foreign investors.
There is a great risk that
nationalization, expropriation, dilution, default, excessive or confiscatory
taxation, devaluation similar to the August 1998 sudden ruble devaluation would
take place that could potentially involve total loss of investments.
U.S. GOVERNMENT SECURITIES
The Funds may invest in U.S. Government
securities to the extent set forth in the Prospectuses and this SAI. U.S.
Government securities include bills, notes, and bonds issued by the U.S.
Treasury and securities issued or guaranteed by agencies or instrumentalities of
the U.S. Government.
Some U.S. Government securities are
supported by the direct full faith and credit pledge of the U.S. Government;
others are supported by the right of the issuer to borrow from the U.S.
Treasury; others, such as securities issued by the FNMA, are supported by the
discretionary authority of the U.S. Government to purchase the agencies
obligations; and others are supported only by the credit of the issuing or
guaranteeing instrumentality. There is no assurance that the U.S. Government
will provide financial support to an instrumentality it sponsors when it is not
obligated by law to do so.
43
WARRANTS
A warrant is an instrument issued by a
corporation that gives the holder the right to subscribe to a specific amount of
the corporations capital stock at a set price for a specified period of time.
Warrants do not represent ownership of the securities, but only the right to buy
the securities. The prices of warrants do not necessarily move parallel to the
prices of underlying securities. Warrants may be considered speculative in that
they have no voting rights, pay no dividends, and have no rights with respect to
the assets of a corporation issuing them. Once a warrant expires, it has no
value in the market. Warrant positions will not be used to increase the leverage
of a Fund. Consequently, warrant positions are generally accompanied by cash
positions equivalent to the required exercise amount.
WHEN-ISSUED AND DELAYED-DELIVERY
SECURITIES
The Funds may purchase securities on a
when-issued or delayed-delivery basis. For example, delivery of and payment for
these securities can take place a month or more after the date of the
transaction. The when-issued securities are subject to market fluctuation and no
interest accrues to the purchaser during this period. The payment obligation and
the interest rate that will be received on the securities are each fixed at the
time the purchaser enters into the commitment. Purchasing on a when-issued basis
is a form of leveraging and can involve a risk that the yields available in the
market when the delivery takes place may actually be higher than those obtained
in the transaction itself in which case there could be an unrealized loss at the
time of delivery. If the other party to a when-issued transaction fails to
deliver or pay for the security, a Fund could miss a favorable price or yield
opportunity or suffer a loss.
The Short Duration Fund may invest in
when-issued municipal obligations. New issues of municipal obligations may be
offered on a when-issued or forward delivery basis. The payment obligation
and the interest rate that will be received on the municipal obligations offered
on this basis are each fixed at the time the Fund commits to the purchase,
although settlement, i.e., delivery of and payment for the municipal
obligations, takes place beyond customary settlement time (but normally within
45 days of the commitment). Between the time the Fund commits to purchase the
when-issued or forward delivery municipal obligation and the time delivery
and payment are made, the when-issued or forward delivery municipal
obligation is treated as an asset of the Fund and the amount that the Fund is
committed to pay for that municipal obligation is treated as a liability of the
Fund. No interest on a when-issued or forward delivery municipal obligation
is accrued by the Fund until delivery occurs. Although the Fund only makes
commitments to purchase when-issued or forward delivery municipal
obligations with the intention of actually acquiring them, the Fund may sell
these obligations before the settlement date if deemed advisable by the Adviser.
Purchasing municipal obligations on a
when-issued or forward delivery basis can involve a risk that the yields
available in the market on the settlement date may actually be higher (or lower)
than those obtained in the transaction itself and, as a result, the
when-issued or forward delivery municipal obligation may have a lesser (or
greater) value at the time of settlement than a Funds payment obligation with
respect to that municipal obligation. Furthermore, if a Fund sells the
when-issued or forward delivery municipal obligation before the settlement
date or if a Fund sells other obligations from the Funds portfolio in order to
meet the payment obligations, the Fund may realize a capital gain, which is not
exempt from federal income taxation.
Municipal obligations purchased on a
when-issued or forward delivery basis and the securities held in a Funds
portfolio are subject to changes in value (both generally changing in the same
way, that is, both experiencing appreciation when interest rates decline and
depreciation when interest rates rise) based upon the publics perception of the
creditworthiness of the issuer and changes, real or anticipated, in the level of
interest rates. In order to invest a Funds assets immediately, while awaiting
delivery of securities purchased on a when-issued or forward delivery basis,
short-term obligations that offer same day settlement and earnings normally are
purchased. Although short-term investments normally are in tax-exempt
securities, short-term taxable securities may be purchased if suitable
short-term tax-exempt securities are not available. At the time a Short Duration
Fund enters into a transaction on a when-issued or forward delivery basis, it
will segregate cash, cash equivalents or high quality debt securities equal to
the amount of the when-issued or forward delivery commitment. For the
purpose of determining the adequacy of the securities segregated, the securities
are valued at market value. If the market value of such securities declines,
additional cash or high quality debt securities are segregated daily so that the
value of the segregated securities equals the amount of a Funds commitments. On
the settlement date of the when-issued or forward delivery
securities, the Funds obligations are met from then-available cash flow, sale
of segregated securities, sale of other securities or, although not normally
expected, from sale of the when-issued or forward delivery securities
themselves (which may have a value greater or lesser than a Funds payment
obligations).
44
WRITING COVERED CALLS
The Funds may seek to earn premiums by
writing covered call options against some of the securities in their portfolios
provided the options are listed on a national securities exchange. A call option
is covered if a Fund owns the underlying securities covered by the call. The
purchaser of the call option obtains the right to acquire these securities at a
fixed price (which may be less than, the same as, or greater than the current
market price of such securities) during a specified period of time. A Fund, as
the writer of the option, forgoes the opportunity to profit from an increase in
the market price of the underlying security above the exercise price except
insofar as the premium represents such a profit.
A Fund retains the risk of loss should
the price of the underlying security decline below the purchase price of the
underlying security minus the premium.
ZERO COUPON OBLIGATIONS
The Funds may invest in zero coupon
obligations, which are fixed income securities that do not make regular interest
payments. Instead, zero coupon obligations are sold at substantial discounts
from their face value. A Fund will accrue income on these investments for tax
and accounting purposes, which is distributable to shareholders and which,
because no cash is received at the time of accrual, may require the liquidation
of other portfolio securities to satisfy a Funds distribution obligations, in
which case the Fund will forego the purchase of additional income-producing
assets with these funds. The difference between a zero coupon obligations issue
or purchase price and its face value represents the imputed interest an investor
will earn if the obligation is held until maturity. Zero coupon obligations may
offer investors the opportunity to earn higher yields than those available on
ordinary interest-paying obligations of similar credit quality and maturity.
However, zero coupon obligation prices may also exhibit greater price volatility
than ordinary fixed income securities because of the manner in which their
principal and interest are returned to the investor.
PORTFOLIO TURNOVER
For the purposes of this section, the
term Adviser also includes the Subadvisers for the Funds.
The Adviser manages each Fund generally
without regard to restrictions on portfolio turnover. In general, a Fund will
not trade for short-term profits, but when circumstances warrant, investments
may be sold without regard to the length of time held. The primary consideration
in placing portfolio security transactions with broker-dealers for execution is
to obtain, and maintain the availability of, execution at the most favorable
prices and in the most effective manner possible. The Adviser engages in
portfolio trading for a Fund if it believes a transaction net of costs
(including custodian charges) will help achieve the investment objective of the
Fund. In managing a Funds portfolio, the Adviser seeks to take advantage of
market developments, yield disparities and variations in the creditworthiness of
issuers. Expenses to each Fund, including brokerage commissions, and the
realization of capital gains that are taxable to the Funds shareholders tend to
increase as the portfolio turnover increases.
For the fiscal years ended October 31,
2012 and 2011, the portfolio turnover rate for each Fund or its Underlying
Portfolio(s) was:
Fund
*
|
2012
|
2011
|
Growth Fund^
|
53%
|
56%
|
Opportunity Fund ^
|
59%
|
69%
|
Advisor Opportunity Fund^
|
59%
|
69%
|
Aggressive Strategy Fund
|
71%
|
71%
|
Balanced Strategy Fund
|
62%
|
74%
|
Moderate Strategy Fund
|
61%
|
63%
|
45
Fund
*
|
2012
|
2011
|
Conservative Strategy Fund
|
59%
|
54%
|
Income Strategy Fund
|
31%
|
N/A
|
* The Short Duration Fund and
Global Funds have not commenced operations as of the date of this SAI. The
Income Strategy Fund commenced operations on March 20, 2012.
|
^ For each of the Feeder Funds,
the turnover rate is calculated based upon the Funds interest in the
Underlying Portfolio in which the Fund invested.
|
If a Fund (or Portfolio) has a high
portfolio turnover rate (e.g. 100% or more), transaction costs incurred by the
Fund (or Portfolio), and the realized capital gains and losses may be greater
than those of a Fund (or Portfolio) with a lesser portfolio turnover rate. See
Portfolio Transactions and Tax Matters.
PORTFOLIO TRANSACTIONS
For the purposes of this section, the
term Adviser also includes the Subadvisers for the Funds, and the term Fund
includes the relevant Portfolio.
The Adviser is primarily responsible
for portfolio decisions and the placing of portfolio transactions. The Trusts
have no obligation to deal with any dealer or group of dealers in the execution
of transactions in portfolio securities for the Funds. Allocation of
transactions, including their frequency, to various dealers is determined by the
Adviser in its best judgment and in a manner deemed to be in the best interest
of each Funds shareholders rather than by any formula. In placing orders for
each Fund, the primary consideration is prompt execution of orders in an
effective manner at the most favorable price, although each Fund does not
necessarily pay the lowest spread or commission available. Other factors taken
into consideration are the dealers general execution and operational
facilities, the type of transaction involved and other factors such as the
dealers risk in positioning the securities. To the extent consistent with
applicable legal requirements, the Adviser may place orders for the purchase and
sale of investments for a Fund with a broker-dealer affiliate of the Adviser.
The Adviser may, in circumstances in
which two or more dealers are in a position to offer comparable results, give
preference to a dealer that has provided statistical or other research services
to the Adviser. By allocating transactions in this manner, the Adviser is able
to supplement its research and analysis with the views and information of
securities firms. These services, which in some cases may also be purchased for
cash, include such matters as general economic and security market reviews,
industry and company reviews, evaluations of securities and recommendations as
to the purchase and sale of securities. Some of these services are of value to
the Adviser in advising several of its clients (including the Funds), although
not all of these services are necessarily useful and of value in managing each
Fund. The management fee paid from each Fund is not reduced because the Adviser
and its affiliates receive such services.
Generally, fixed income securities and
money market securities are traded on a principal basis and do not involve
brokerage commissions. Under the 1940 Act, persons affiliated with HSBC Bank
USA, N.A. (HSBC Bank), the Adviser, a Fund or Foreside Distribution Services,
L.P. (Foreside or the Distributor) are prohibited from dealing with a Fund
as a principal in the purchase and sale of securities except in accordance with
regulations adopted by the SEC. A Fund may purchase municipal obligations from
underwriting syndicates of which the Distributor or other affiliate is a member
under certain conditions in accordance with the provisions of a rule adopted
under the 1940 Act. Under the 1940 Act, persons affiliated with the Adviser, a
Fund or the Distributor may act as a broker for the Fund. In order for such
persons to effect any portfolio transactions for a Fund, the commissions, fees
or other remuneration received by such persons must be reasonable and fair
compared to the commissions, fees or other remunerations paid to other brokers
in connection with comparable transactions involving similar securities being
purchased or sold on an exchange during a comparable period of time. This
standard would allow the affiliate to receive no more than the remuneration that
would be expected to be received by an unaffiliated broker in a commensurate
arms-length transaction. The Trustees of the Trusts regularly review any
commissions paid by the Funds to affiliated brokers. The Funds will not do
business with nor pay commissions to affiliates of the Adviser in any portfolio
transactions where they act as principal.
46
As permitted by Section 28(e) of the
Securities Exchange Act of 1934, as amended (the 1934 Act), the Adviser may
cause a Fund to pay a broker-dealer which provides brokerage and research
services (as defined in the 1934 Act) to the Adviser an amount of commission
for effecting a securities transaction for a Fund in excess of the commission
which another broker-dealer would have charged for effecting that transaction,
provided the Adviser determines in good faith that the greater commission is
reasonable in relation to the value of the brokerage and research services
provided by the executing broker-dealer viewed in terms of either a particular
transaction or its respective overall responsibilities to the Fund or to its
other clients. Not all of such services are useful or of value in advising each
Fund.
The term brokerage and research
services includes advice as to the value of securities, the advisability of
investing in, purchasing, or selling securities, and the availability of
securities or of purchasers or sellers of securities; furnishing analyses and
reports concerning issues, industries, securities, economic factors and trends,
portfolio strategy and the performance of accounts; and effecting securities
transactions and performing functions incidental thereto, such as clearance and
settlement. Although commissions paid on every transaction will, in the judgment
of the Adviser, be reasonable in relation to the value of the brokerage services
provided, commissions exceeding those which another broker might charge may be
paid to broker-dealers who were selected to execute transactions on behalf of
the Funds and the Advisers other clients in part for providing advice as to the
availability of securities or of purchasers or sellers of securities and
services in effecting securities transactions and performing functions
incidental thereto, such as clearance and settlement. The SEC has published
interpretative guidance that tightened previously existing standards concerning
the types of expenses that qualify for the Section 28(e) safe harbor and set
forth certain steps that investment advisers would need to take in order to
ensure such qualification.
Investment decisions for each Fund and
for the other investment advisory clients of the Adviser are made with a view to
achieving their respective investment objectives. Investment decisions are the
product of many factors in addition to basic suitability for the particular
client involved. Thus, a particular security may be bought for certain clients
even though it could have been sold for other clients at the same time, and a
particular security may be sold for certain clients even though it could have
been bought for other clients at the same time. Likewise, a particular security
may be bought for one or more clients when one or more other clients are selling
that same security. In some instances, one client may sell a particular security
to another client. Two or more clients may simultaneously purchase or sell the
same security, in which event each days transactions in that security are,
insofar as practicable, averaged as to price and allocated between such clients
in a manner which in the Advisers opinion is equitable to each and in
accordance with the amount being purchased or sold by each. In addition, when
purchases or sales of the same security for a Fund and for other clients of the
Adviser occur contemporaneously, the purchase or sale orders may be aggregated
in order to obtain any price advantage available to large denomination purchases
or sales. There may be circumstances when purchases or sales of portfolio
securities for one or more clients will have an adverse effect on other clients
in terms of the price paid or received or of the size of the position
obtainable. It is recognized that, in some cases, this system could have a
detrimental effect on the price or volume of the security as far as a Fund is
concerned. In other cases, however, the Adviser believes that the Funds ability
to participate in volume transactions will produce better executions for the
Funds.
The Board has adopted a policy to
ensure compliance with Rule 12b-1(h) under the 1940 Act in the selection of
broker-dealers to execute portfolio transactions for the Funds. Generally, Rule
12b-1(h) prohibits the Funds from compensating a broker-dealer for promotion or
sale of Fund shares by directing to the broker-dealer securities transactions or
remuneration received or to be received from such portfolio securities
transactions.
If a Fund invests primarily in fixed
income securities, it is anticipated that most purchases and sales will be with
the issuer or with underwriters of or dealers in those securities, acting as
principal. Accordingly, such Funds would not ordinarily pay significant
brokerage commissions with respect to their securities transactions.
In the United States and in some other
countries debt securities are traded principally in the over-the-counter market
on a net basis through dealers acting for their own account and not as brokers.
In other countries, both debt and equity securities are traded on exchanges at
fixed commission rates. The cost of securities purchased from underwriters
includes an underwriters commission or concession, and the prices at which
securities are purchased and sold from and to dealers include a dealers mark-up
or mark-down. The Adviser normally seeks to deal directly with the primary
market makers or on major exchanges unless, in its opinion, better prices are
available elsewhere. Subject to the requirement of seeking execution at the best
available price, securities may, as authorized by each Funds investment
advisory contract, be bought from or sold to dealers who have furnished
statistical, research and other information or services to the Adviser. At
present, no arrangements for the recapture of commission payments are in effect.
47
For the fiscal years ended October 31,
2012, 2011 and 2010, the Funds (or the corresponding Underlying Portfolios) paid
aggregate brokerage commissions as shown in the following table:
Fund
*
|
2012
|
2011
|
2010
|
Growth Portfolio
^
|
$59,902
|
$72,811
|
$138,316
|
Opportunity Portfolio
^
|
$207,534
|
$241,489
|
$260,342
|
Income Strategy Fund
|
$2
|
N/A
|
N/A
|
* Each of the World Selection
Funds bears a proportionate share of the amounts applicable to the
Affiliated Underlying Funds, to the extent of its investment in Affiliated
Underlying Funds. The Short Duration Fund and Global Funds have not
commenced operations as of the date of this SAI. The Income Strategy Fund
commenced operations on March 20, 2012.
|
^ Each of the Feeder Funds bears
a proportionate share of the amounts applicable to the Underlying
Portfolio, to the extent of their investment in the Underlying
Portfolio.
|
During the fiscal year ended October
31, 2012, the Funds did not acquire any securities issued by their regular
brokers or dealers, or their parent companies. (For these purposes a regular
broker or dealer includes any of the (a) ten brokers or dealers that received
the greatest dollar amount of brokerage commissions by virtue of direct or
indirect participation in the Trusts portfolio transactions during the their
most recent fiscal year, (b) ten brokers or dealers that engaged as principal in
the largest dollar amount of portfolio transactions of the Trusts during their
most recent fiscal year, or (c) ten brokers or dealers that sold the largest
dollar amount of securities of the Funds during the Trusts most recent fiscal
year.)
DISCLOSURE OF PORTFOLIO
HOLDINGS
The Boards of Trustees of the Trusts
have adopted policies and procedures relating to disclosure of each Trusts
portfolio securities (the Policy). The Policy is designed to ensure disclosure
of holdings information where necessary to each Trusts operation or useful to
each Trusts shareholders without compromising the integrity or performance of
such Trust. Disclosure of information regarding the portfolio holdings of the
Funds occurs only upon the determination, by the Trusts Chief Compliance
Officer (CCO), that such disclosure is in the best interests of the Funds
shareholders and that it does not present a conflict of interest between the
shareholders and the Adviser, principal underwriter, or any affiliated person of
the Fund, the Adviser, its principal underwriter, or any subadviser of the
Funds.
Pursuant to applicable law, the Trusts
are required to disclose their complete portfolio holdings quarterly, within 60
days of the end of each fiscal quarter. The Trusts disclose a complete schedule
of investments in each Semi-Annual Report and Annual Report to Shareholders or,
following the first and third fiscal quarters, in quarterly holdings reports
filed with the SEC on Form N-Q. Semi-Annual and Annual Reports are distributed
to shareholders. Quarterly holdings reports filed with the SEC on Form N-Q are
not distributed to shareholders, but are available, free of charge, on the EDGAR
database on the SECs website at
www.sec.gov
. These reports are also
available, free of charge, on the Trusts website at
www.investorfunds.us.hsbc.com
.
The Trusts website also provides
information about each Funds top 10 holdings, sector holdings and other
characteristics data as of the end of the most recent month. The Trusts may
publish the Funds full portfolio holdings thirty (30) days after the end of
each month. This information is available until updated as of the following
month. The information on the Trusts website is publicly available to all
categories of persons.
The Trusts or the Adviser may share
non-public holdings information of the Trusts sooner than 60 days of the end of
the fiscal quarter with the Adviser and other service providers to the Trusts
(including the Trusts custodian, the Sub-Administrator; and pricing services
such as FT Interactive). In addition, the Trusts may share non-public holdings
information with mutual fund ranking and NRSROs, including Standard & Poors
Corporation, Morningstar, Lipper Analytical Services
and Bloomberg L.P. These service providers and other entities owe contractual,
fiduciary, or other legal duties of confidentiality to the Trusts or the Adviser
that foster reasonable expectations that holdings information will not be
misused. The Trusts officers may authorize disclosure of the Trusts holdings
portfolio information to service providers where such service provider needs
information to fulfill its duties.
48
The Trusts may also disclose
information about portfolio holdings to mutual fund evaluation services that
agree not to disclose the information to third parties and that enter into a
Confidentiality Agreement. Such Confidentiality Agreement provides, among other
things, that non-public portfolio holdings information will be kept confidential
and that such information will be used solely for the purpose of analysis and
evaluation of the portfolio. Disclosures may be made to other third parties
under a Confidentiality Agreement satisfactory to Fund counsel and the Trusts
CCO. The Confidentiality Agreement prohibits anyone in possession of non-public
holdings information from purchasing or selling securities based on such
information, or from disclosing such information to other persons, except for
those who are actually engaged in, and need to know, such information to perform
services for the portfolio.
Currently, the Trusts have arrangements
to provide additional disclosure of holdings information to the following
evaluation services: Lipper Analytical Services (10 days after the end of each
month), Morningstar (between 60-70 days after the end of each quarter),
Bloomberg L.P. (60 days after the end of each quarter) and Standard & Poors
Corporation (between 3-5 days after the end of each week).
No compensation or other consideration
is paid to or received by any party in connection with the disclosure of
holdings information, including the Trusts, the Adviser and its affiliates.
Pursuant to the Policy, the CCO may
authorize exceptions and allow disclosures under other circumstances he or she
deems appropriate. In addition, a Fund may disclose its holdings, as
appropriate, in conformity with the foregoing principles. Compliance with the
Policy (including the use of the portfolio holdings information) will be
monitored by the CCO or his or her designee on a regular basis, and any
violations constituting a Material Compliance Matter as defined under Rule
38a-1 of the 1940 Act will be reported by the CCO to the Board.
INVESTMENT RESTRICTIONS
The Trusts, with respect to each Fund,
and the Portfolio Trust, with respect to the Underlying Portfolios, have adopted
certain fundamental and non-fundamental investment restrictions. Fundamental
investment restrictions may not be changed without approval by holders of a
majority of the outstanding voting securities of a Fund or Portfolio. The term
majority of the outstanding voting securities as used in this SAI means the
vote of the lesser of (i) 67% or more of the outstanding voting securities of
the Fund or the Portfolio present at a meeting, if the holders of more than 50%
of the outstanding voting securities are present or represented by proxy, or
(ii) more than 50% of the outstanding voting securities. The term voting
securities as used in this paragraph has the same meaning as in the 1940 Act.
ALL FUNDS
Each of the Funds is subject to the
following non-fundamental restrictions, in addition to the fundamental and
non-fundamental restrictions set forth below under the headings for each Fund:
1.
The Fund may not purchase on margin, except for
use of short-term credit as may be necessary for the clearance of purchases and
sales of securities, but it may make margin deposits in connection with
transactions in options, futures, and options on futures.
2.
The Fund may not sell securities short, unless it
owns or has the right to obtain securities equivalent in kind and amount to the
securities sold short, and provided that transactions in options and futures
contracts are not deemed to constitute short sales of
securities.
49
3.
The Fund may not invest in securities of any
registered investment company except to the extent permitted under the 1940 Act
generally or in accordance with any exemptive order granted to the Trusts by the
SEC.
SHORT DURATION FUND
As a matter of fundamental policy, the
Fund will not (except that none of the following investment restrictions shall
prevent the Fund from investing all of their assets in separate registered
investment companies with substantially the same investment objectives):
1.
borrow money, except to the extent permitted
under the 1940 Act;
2. issue any senior securities, except
as permitted under the 1940 Act;
3. act as underwriter of securities
within the meaning of the 1933 Act, except insofar as it might be deemed to be
an underwriter upon disposition of certain portfolio securities acquired within
the limitation of purchases of restricted securities;
4. purchase or sell real estate,
provided that the Fund may invest in securities secured by real estate or
interests therein or issued by companies that invest in real estate or interests
therein or are engaged in the real estate business, including real estate
investment trusts;
5. purchase or sell commodities or
commodity contracts, except that the Fund may deal in forward foreign exchange
transactions between currencies of the different countries in which it may
invest and purchase and sell stock index and currency options, stock index
futures, financial futures and currency futures contracts and related options on
such futures;
6. make loans except through loans of
portfolio securities, entry into repurchase agreements, acquisitions of
securities consistent with its investment objective and policies and as
otherwise permitted by the 1940 Act; and
7. purchase any securities, which
would cause 25% or more of the value of the Funds total assets at the time of
purchase to be invested in the securities of one or more issuers conducting
their principal business activities in the same industry, provided that (a)
there is no limitation with respect to (i) instruments issued or guaranteed by
the United States, any state, territory or possession of the United States, the
District of Columbia or any of their authorities, agencies, instrumentalities or
political subdivisions, and (ii) repurchase agreements secured by the
instruments described in clause (i); (b) wholly-owned finance companies will be
considered to be in the industries of their parents if their activities are
primarily related to financing the activities of the parents; and (c) utilities
will be divided according to their services; for example, gas, gas transmission,
electric and gas, electric and telephone will each be considered a separate
industry.
In applying fundamental policy number
7, mortgage-backed securities need not be considered a single industry, and
shall be classified as follows for purposes of the concentration policy.
Mortgage-backed securities issued by governmental agencies and
government-related organizations shall be excluded from the limitation in
fundamental policy number 7.
GLOBAL FUNDS
As a matter of fundamental policy, the
Funds will not (except that none of the following investment restrictions shall
prevent the Funds from investing all of their assets in separate registered
investment companies with substantially the same investment objectives):
1.
borrow money, except to the extent permitted
under the 1940 Act;
2. issue any senior securities, except
as permitted under the 1940 Act;
50
3. act as underwriter of securities
within the meaning of the 1933 Act, except insofar as they might be deemed to be
underwriters upon disposition of certain portfolio securities acquired within
the limitation of purchases of restricted securities;
4. purchase or sell real estate,
provided that the Funds may invest in securities secured by real estate or
interests therein or issued by companies that invest in real estate or interests
therein or are engaged in the real estate business, including real estate
investment trusts;
5. purchase or sell commodities or
commodity contracts, except that the Funds may deal in forward foreign exchange
transactions between currencies of the different countries in which they may
invest and purchase and sell stock index and currency options, stock index
futures, financial futures and currency futures contracts and related options on
such futures;
6. make loans except through loans of
portfolio securities, entry into repurchase agreements, acquisitions of
securities consistent with its investment objective and policies and as
otherwise permitted by the 1940 Act; and
7. purchase any securities, which
would cause 25% or more of the value of each Funds total assets at the time of
purchase to be invested in the securities of one or more issuers conducting
their principal business activities in the same industry, provided that (a)
there is no limitation with respect to (i) instruments issued or guaranteed by
the United States, any state, territory or possession of the United States, the
District of Columbia or any of their authorities, agencies, instrumentalities or
political subdivisions, and (ii) repurchase agreements secured by the
instruments described in clause (i); (b) wholly-owned finance companies will be
considered to be in the industries of their parents if their activities are
primarily related to financing the activities of the parents; and (c) utilities
will be divided according to their services; for example, gas, gas transmission,
electric and gas, electric and telephone will each be considered a separate
industry.
In applying fundamental policy number
7, mortgage-backed securities need not be considered a single industry, and
shall be classified as follows for purposes of the concentration policy.
Mortgage-backed securities issued by governmental agencies and
government-related organizations shall be excluded from the limitation in
fundamental policy number 7.
GROWTH FUND (GROWTH
PORTFOLIO)
As a matter of fundamental policy, the
Growth Fund (except that none of the following investment restrictions shall
prevent the Trust from investing all of the Growth Funds assets in separate
registered investment companies with substantially the same investment
objective):
1.
invest in physical commodities or contracts on
physical commodities;
2. purchase or sell real estate,
although it may purchase and sell securities of companies that deal in real
estate, other than real estate limited partnerships, and may purchase and sell
marketable securities that are secured by interests in real estate;
3. make loans except for the lending
of portfolio securities pursuant to guidelines established by the Board of
Trustees and except as otherwise in accordance with the Portfolios investment
objective and policies;
4. borrow money, except from a bank as
a temporary measure to satisfy redemption requests or for extraordinary or
emergency purposes, provided that the Portfolio (Fund) maintains asset coverage
of at least 300% for all such borrowings;
51
5. underwrite the securities of other
issuers (except to the extent that the Portfolio (Fund) may be deemed to be an
underwriter within the meaning of the 1933 Act in the disposition of restricted
securities);
6. acquire any securities of companies
within one industry, if as a result of such acquisition, more than 25% of the
value of the Portfolios (Funds) total assets would be invested in securities
of companies within such industry; provided, however, that there shall be no
limitation on the purchase of obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities, when the Portfolio (Fund) adopts
a temporary defensive position;
7. issue senior securities, except as
permitted under the 1940 Act;
8.
with respect to 75% of its assets, the Portfolio
(Fund) will not purchase securities of any issuer if, as a result, more than 5%
of the Portfolios (Funds) total assets taken at market value would be invested
in the securities of any single issuer; and
9.
with respect to 75% of its assets, the Portfolio
(Fund) will not purchase a security if, as a result, the Portfolio (Fund) would
hold more than 10% of the outstanding voting securities of any issuer.
As a matter of non-fundamental policy,
the Fund will not:
1.
enter into a futures contract if, immediately
thereafter, the value of securities and other obligations underlying all such
futures contracts would exceed 50% of the value of the Funds total assets.
Moreover, the Fund will not purchase put and call options if, as a result, more
than 5% of its total assets would be invested in such options;
2. invest in warrants, valued at the
lower of cost or market, in excess of 5% of the value of its total assets,
except that this limitation does not apply to warrants acquired in units or
attached to securities.
OPPORTUNITY FUND AND ADVISOR
OPPORTUNITY FUND (OPPORTUNITY PORTFOLIO)
As a matter of fundamental policy, each
of the Opportunity Fund and Advisor Opportunity Fund will not (except that none
of the following investment restrictions shall prevent the Trust or Advisor
Trust from investing all of each Funds assets in a separate registered
investment company with substantially the same investment objective):
1. borrow money or mortgage or
hypothecate assets of the Portfolio (Fund), except that in an amount not to
exceed 1/3 of the current value of the Portfolios (Funds) net assets, it may
borrow money (including from a bank or through reverse repurchase agreements,
forward roll transactions involving mortgage backed securities or other
investment techniques entered into for the purpose of leverage), and except that
it may pledge, mortgage or hypothecate not more than 1/3 of such assets to
secure such borrowings, provided that collateral arrangements with respect to
options and futures, including deposits of initial deposit and variation margin,
are not considered a pledge of assets for purposes of this restriction and
except that assets may be pledged to secure letters of credit solely for the
purpose of participating in a captive insurance company sponsored by the
Investment Company Institute;
2. underwrite securities issued by
other persons except insofar as the Portfolio (Fund) may technically be deemed
an underwriter under the 1933 Act in selling a portfolio security;
3. make loans to other persons except:
(a) through the lending of the Portfolios (Funds) portfolio securities and
provided that any such loans not exceed 30% of the Portfolios (Funds) total
assets (taken at market value); (b) through the use of repurchase agreements or
the purchase of short term obligations; or (c) by purchasing a portion of an
issue of debt securities of types distributed publicly or privately;
52
4. purchase or sell real estate (including limited partnership
interests but excluding securities secured by real estate or interests therein),
interests in oil, gas or mineral leases, commodities or commodity contracts
(except futures and option contracts) in the ordinary course of business (except
that the Portfolio (Fund) may hold and sell, for the Portfolios (Funds)
portfolio, real estate acquired as a result of the Portfolios (Funds)
ownership of securities);
5. concentrate its investments in any particular industry
(excluding U.S. Government securities), but if it is deemed appropriate for the
achievement of a Portfolios (Funds) investment objective(s), up to 25% of its
total assets may be invested in any one industry;
6. issue any senior security (as that term is defined in the
1940 Act) if such issuance is specifically prohibited by the 1940 Act or the
rules and regulations promulgated thereunder, provided that collateral
arrangements with respect to options and futures, including deposits of initial
deposit and variation margin, are not considered to be the issuance of a senior
security for purposes of this restriction; and
7. with respect to 75% of its assets, invest more than 5% of
its total assets in the securities (excluding U.S. Government securities) of any
one issuer.
The Opportunity Fund and Advisor
Opportunity Fund are also subject to the following restrictions which may be
changed by the respective Boards of Trustees without shareholder approval
(except that none of the following investment policies shall prevent the Trust
or Advisor Trust from investing all of the assets of the Opportunity Fund or
Advisor Opportunity Fund in a separate registered investment company with
substantially the same investment objective).
As a matter of non-fundamental policy,
the Opportunity Fund and Advisor Opportunity Fund will not:
1.
purchase warrants, valued at the lower of cost or market, in excess of 5%
of the value of its net assets, except that this limitation does not apply to
warrants acquired in units or attached to securities;
2.
write puts and calls on securities unless each of the following
conditions are met: (a) the security underlying the put or call is within the
investment policies of the Portfolio (Fund) and the option is issued by the
Options Clearing Corporation, except for put and call options issued by non-U.S.
entities or listed on non-U.S. securities or commodities exchanges; (b) the
aggregate value of the obligations underlying the puts determined as of the date
the options are sold shall not exceed 50% of the Portfolios (Funds) net
assets; (c) the securities subject to the exercise of the call written by the
Portfolio (Fund) must be owned by the Portfolio (Fund) at the time the call is
sold and must continue to be owned by the Portfolio until the call has been
exercised, has lapsed, or the Portfolio (Fund) has purchased a closing call, and
such purchase has been confirmed, thereby extinguishing the Portfolios (Funds)
obligation to deliver securities pursuant to the call it has sold; and (d) at
the time a put is written, the Portfolio (Fund) segregates with its custodian
assets consisting of cash or short-term U.S. Government securities equal in
value to the amount the Portfolio (Fund) will be obligated to pay upon exercise
of the put, marked to market daily (this segregation must be maintained until
the put is exercised, has expired, or the Portfolio (Fund) has purchased a
closing put, which is a put of the same series as the one previously written);
and
3.
buy and sell puts and calls on securities, stock index futures or options
on stock index futures, or financial futures or options on financial futures
unless such options are written by other persons and: (a) the options or futures
are offered through the facilities of a national securities association or are
listed on a national securities or commodities exchange, except for put and call
options issued by non-U.S. entities or listed on non-U.S. securities or
commodities exchanges; (b) the aggregate premiums paid on all such options which
are held at any time do not exceed 20% of the Portfolios (Funds) total net
assets; and (c) the aggregate margin deposits required on all such futures or
options thereon held at any time do not exceed 5% of the Portfolios (Funds)
total assets.
53
WORLD SELECTION FUNDS
As a matter of fundamental policy, each
of the World Selection Funds will not (except that none of the following
investment restrictions shall prevent the Trust from investing each of the World
Selection Funds assets in a combination of Affiliated Underlying Funds,
Unaffiliated Underlying Funds and the Prime Money Market Fund):
1.
invest in physical commodities or contracts on physical
commodities;
2.
purchase or sell real estate, although the Funds may purchase and sell
securities of companies which deal in real estate, other than real estate
limited partnerships, and may purchase and sell marketable securities which are
secured by interests in real estate;
3.
make loans except for the lending of portfolio securities pursuant to
guidelines established by the Board of Trustees and except as otherwise in
accordance with each Funds investment objective and policies;
4.
borrow money, except from a bank as a temporary measure to satisfy
redemption requests or for extraordinary or emergency purposes, provided that
each Fund maintains asset coverage of at least 300% for all such borrowings;
5. underwrite the securities of other issuers (except to the
extent that each Fund may be deemed to be an underwriter within the meaning of
the 1933 Act in the disposition of restricted securities);
6. acquire any securities of companies within one industry, if
as a result of such acquisition, more than 25% of the value of each Funds total
assets would be invested in securities of companies within such industry;
provided, however, that there shall be no limitation on the purchase of
obligations issued or guaranteed by the U.S. Government, its agencies or
instrumentalities, when the Portfolio (Fund) adopts a temporary defensive
position; and
7. issue senior securities, except as permitted under the 1940
Act.
Each Fund is diversified, as defined
by the 1940 Act.
PERCENTAGE AND RATING RESTRICTIONS (ALL
FUNDS)
If a percentage restriction or a rating
restriction on investment or utilization of assets set forth above or referred
to in a Funds Prospectus is adhered to at the time an investment is made or
assets are so utilized, a later change in percentage resulting from changes in
the value of the securities held by a Fund or a later change in the rating of a
security held by a Fund is not considered a violation of policy. However, the
Adviser will consider such change in its determination of whether to continue to
hold the security and provided further, that the Adviser will take appropriate
steps, which may include the disposition of portfolio securities, as may be
necessary to satisfy the applicable requirements of the 1940 Act and/or the
rules thereunder with respect to the Funds investments in illiquid securities
or any borrowings by the Fund.
MANAGEMENT OF THE TRUSTS AND THE
PORTFOLIO TRUST
BOARD OF TRUSTEES
Overall responsibility for management
of the Trusts rests with the Board of Trustees. The Trustees elect the officers
of the Trusts and appoint service providers to manage the Trusts day-to-day
operations. The Trustees meet regularly to discuss and consider matters
concerning the Trusts and to oversee the Trusts activities, including the investment performance of the Trusts
Funds and the operation of the Trusts compliance programs, and to evaluate and
address risks associated with the Trusts activities.
54
BOARD COMPOSITION AND LEADERSHIP
STRUCTURE
The Board is currently composed of six
Trustees, one of whom is an interested person (as that term is defined by
Section 2(a)(19) of the 1940 Act) of the Trusts (Interested Trustee) by virtue
of her employment with the Adviser and five of whom are not an interested
person (as that term is defined by Section 2(a)(19) of the 1940 Act) of the
Trusts (Independent Trustees). The Chairman of the Board is an Independent
Trustee, and, among other duties and responsibilities, serves as a point person
for communications between the Trustees and the Trusts management and service
providers. The Board also has established an Audit Committee, a Valuation and
Investment Oversight Committee, a Nominating and Corporate Governance Committee,
and a Contracts and Expense Committee (the Committees) to facilitate the
Trustees oversight of the management of those aspects of the Trusts
operations. Each Committee has a Chair and certain Committees also have a Vice
Chair. Each Committees responsibilities are discussed in greater detail below.
The Trustees interact directly with the
Chairman of the Board, Chairs of the Committees, each other, the Trusts
officers, and senior management of the Adviser and other service providers of
the Trusts at scheduled meetings and between meetings, as appropriate. The
Trustees seek to have an inclusive approach to oversight. For example, each
Independent Trustee is a member of each of the Committees. The Independent
Trustees regularly meet outside the presence of the Trusts management and are
advised by independent legal counsel.
The Board believes that its structure
facilitates the orderly and efficient flow of information to the Trustees from
the Adviser and other service providers with respect to services provided to the
Trusts, potential conflicts of interest that could arise from these
relationships and other risks that the Trusts may face. The Board further
believes that its structure allows all of the Trustees to participate in the
full range of the Boards oversight responsibilities and for the Board and its
Committees to make informed decisions on the affairs of the Trusts. The Board
believes that the orderly and efficient flow of information and the ability to
bring each Trustees talents to bear in overseeing the Trusts operations is
important, in light of the size and complexity of the HSBC Family of Funds and
the risks that the fund complex faces. The Board and its Committees review their
structure regularly, to help ensure that it remains appropriate as the business
and operations of the Trusts, and the environment in which the Trusts operate,
change.
BOARDS ROLE IN RISK OVERSIGHT OF THE
TRUSTS
The Board oversees risk management for
the Trusts both directly and through its Committees, by working with the Trusts
senior officers (including the Trusts President, CCO and Treasurer), portfolio
management and other personnel of the Adviser, the Trusts independent
registered public accounting firm (the independent auditors), legal counsel
and personnel from the Trusts other service providers (collectively, Trust
personnel) to identify, evaluate and seek means of mitigating risk. In this
regard, the Board and its Committees request, receive and act on reports from
Trust personnel on risk oversight and management, and the Trustees confer with
each other and engage Trust personnel between Board meetings on such matters, as
deemed appropriate.
The Board has adopted, on behalf of the
Trusts, and periodically reviews with the assistance of the Trusts CCO,
policies and procedures designed to address
risks associated with the
Trusts activities. In addition, the Adviser and the Trusts other service
providers also have adopted policies, processes and procedures designed to
identify, assess and manage certain risks associated with the Trusts
activities, and the Board receives and acts on reports from the Adviser and the
Trusts' other service providers with respect to the operation of these policies,
processes and procedures as required and/or as the Board deems
appropriate.
55
QUALIFICATIONS OF THE TRUSTEES
The names of the Trustees of the
Trusts, their addresses, ages, positions held with the Trusts, principal
occupation(s) during the past five years, number of portfolios in the fund
complex overseen, and other directorships held by each Trustee are set forth
below.
TRUSTEES
|
|
|
|
|
Other Public Company
|
|
|
|
|
|
and Investment
|
|
|
Term of
|
Principal
|
Portfolios In
|
Company
|
|
Position(s)
|
Office and
|
Occupation(s)
|
Fund Complex
|
Directorships Held By
|
|
Held With
|
Length of
|
During Past 5
|
Overseen By
|
Trustee During the
|
Name, Address
and Age
|
Funds
|
Time Served
|
Years
|
Trustee*
|
Past 5 Years
|
Non-Interested Trustees
|
Marcia L. Beck
P.O. Box 182845
Columbus, OH
43218-3035
Age: 57
|
Trustee
|
Indefinite;
2008 to
present
|
Private Investor (June 1999
present); Executive
Vice President,
Prudential
Investments
(1997
1999); President
and Trustee, The
Goldman Sachs
Mutual Funds
(1992 1996)
|
23
|
None
|
Susan S. Huang
P.O. Box 182845
Columbus, OH
43218-3035
Age: 58
|
Trustee
|
Indefinite;
2008 to
present
|
Private
Investor,
( 2000- present);
Senior Vice
President,
Schroder
Investment
Management (2001
2004)
Managing
Director, Chase
Asset Management
(1995-2000)
|
23
|
None
|
Alan S. Parsow
P.O. Box 182845
Columbus, OH
43218-3035
Age: 63
|
Trustee
|
Indefinite;
1987 to
present
|
General Partner,
Elkhorn
Partners, L.P.
(a private
investment
partnership) (1989
present)
|
23
|
|
Thomas F.
Robards
P.O. Box 182845
Columbus, OH
43218-3035
Age: 66
|
Trustee
|
Indefinite;
2005 to
present
|
Partner, Robards & Co. LLC
(investment and
advisory
services)
(2005-present);
Chief Financial Officer,
American
Museum of
Natural History
(2003- 2004);
Chief Financial
Officer,
Datek Online Holdings
(2000-2003);
Previously EVP
and CFO Republic
New York
Corporation
|
23
|
Overseas Shipholding
Group (NYSE listed
energy transportation);
Ellington Financial
LLC
(NYSE listed financial
services)
|
56
|
|
|
|
|
Other Public Company
|
|
|
|
|
|
and Investment
|
|
|
Term of
|
Principal
|
Portfolios In
|
Company
|
|
Position(s)
|
Office and
|
Occupation(s)
|
Fund Complex
|
Directorships Held By
|
|
Held With
|
Length of
|
During Past 5
|
Overseen By
|
Trustee During the
|
Name, Address
and Age
|
Funds
|
Time Served
|
Years
|
Trustee*
|
Past 5 Years
|
Michael Seely
P.O. Box 182845
Columbus, OH
43218-3035
Age: 67
|
Chairman
and
Trustee
|
Indefinite;
1987 to
present
|
Private Investor
(2003-present);
General Partner,
Global Multi
Manager
Partners
(1999-2003);
President of
Investor Access
Corporation (1981-2003)
|
23
|
None
|
Interested Trustee**
|
Deborah A. Hazell
452 Fifth
Avenue
New York, NY 10018
Age: 49
|
Trustee
|
Indefinite;
2011 to
present
|
CEO, HSBC
Global Asset
Management (USA) Inc.
(2011-Present);
President and CEO,
Fischer Francis
Trees & Watts (FFTW)
(investment
advisor),
February 2008
June 2011;
Client Service,
Business
Development and
Marketing Group,
FFTW (October
1999 February
2008)
|
23
|
None
|
* Includes the Trust, the Advisor
Trust and the Portfolio Trust.
|
** Ms. Hazell is an interested
person of the Trusts, as defined by the 1940 Act, because of her
employment with the Adviser.
|
OFFICERS
|
Position(s)
Held
|
Term of Office
and
|
Principal Occupation(s)
During Past
|
Name, Address and
Age
|
With Funds
|
Length of Time
Served
|
5 Years
|
Richard A. Fabietti
452 Fifth
Avenue
New York, NY 10018
Age: 54
|
President
|
One year; 2004 to present
|
Senior Vice President, Head
of
Product Management, HSBC Global
Asset Management (USA) Inc.
(1998 present)
|
Stephen Sivillo
452 Fifth
Avenue
New York, NY 10018
Age: 41
|
Vice President
|
One year; 2010 to present
|
Vice President of Product
Administration, HSBC Global Asset
Management (USA) Inc. (2010
present); Chief Compliance Officer,
Managers Funds (2009 2010);
Director, Mutual Fund Compliance,
AllianceBernstein (2007-2009)
|
57
|
Position(s)
Held
|
Term of Office
and
|
Principal Occupation(s)
During Past
|
Name, Address and
Age
|
With Funds
|
Length of Time
Served
|
5 Years
|
Ty Edwards*
3435 Stelzer
Road
Columbus, OH 43219-3035
Age: 46
|
Treasurer
|
One year; 2010 to present
|
Senior Vice President, Citi Fund
Services (2010 present); Director,
Product Management, Columbia
Management (2007-2009); Deputy
Treasurer, Columbia Funds,
(2006-2007);
|
Jennifer A. English*
100
Summer Street
Suite 1500
Boston, MA 02110
Age: 40
|
Secretary
|
One year; 2008 to present
|
Senior Vice President, Regulatory
Administration, Citi (2005 present)
|
Danio Mastropieri
100 Summer
Street
Suite 1500
Boston, MA 02110
Age: 40
|
Assistant Secretary
|
One year; December 2012
to
present
|
Vice President, Regulatory
Administration, Citi (2007 present)
|
Frederick J. Schmidt*
1
Rexcorp Plaza
Uniondale, NY 11556
Age: 53
|
Chief Compliance
Officer
|
One year; 2004 to present
|
Director and Chief Compliance
Officer, CCO Services, Citi (2004
present)
|
*
Mr. Edwards, Ms. English, Mr. Mastropieri and Mr. Schmidt are also
officers of certain other investment companies of which Citi (or an
affiliate) is the administrator or sub-administrator.
|
The Board believes that the
significance of each Trustees experience, qualifications, attributes or skills
is an individual matter (meaning that experience that is important for one
Trustee may not have the same value for another) and that these factors are best
evaluated at the Board level, with no single Trustee, or particular factor,
being indicative of the Boards effectiveness. The Board determined that each of
the Trustees is qualified to serve as a Trustee of the Trusts based on a review
of the experience, qualifications, attributes and skills of each Trustee. In
reaching this determination, the Board has considered a variety of criteria,
including, among other things: character and integrity; ability to review
critically, evaluate, question and discuss information provided and exercise
effective business judgment in protecting shareholder interests; and willingness
and ability to commit the time necessary to perform the duties of a Trustee.
Each Trustees ability to perform his or her duties effectively is evidenced by
his or her experience in some of the following fields: management, consulting,
or board experience in the investment management industry; academic positions in
relevant fields; management, consulting, or board experience with public
companies in other fields, non-profit entities or other organizations;
educational background and professional training; and experience as a Trustee of
the Trusts. Information indicating the specific experience, skills, attributes
and qualifications of each Trustee, which led to the Boards determination that
the Trustee should serve in this capacity, is provided below.
The Boards Chairman, Mr. Seely, was
previously a general partner of a private investment company, as well as the
president of a shareholder value enhancement firm, which combined investor
relations, finance and strategy. He is a graduate of Dartmouth College and NYUs
graduate business school. Mses. Beck and Huang each have experience managing
risk as well as portfolios of money market and fixed income instruments,
respectively. Ms. Beck has also served as president and trustee of an
unaffiliated mutual fund complex. She has a BA from Tufts University and an MBA
from Columbia University. Ms. Huang has a BA from Princeton University and an
MBA from Columbia University. Mr. Robards, who is the Trusts audit committee
financial expert, has governance and operating experience in banking, brokerage
and specialty finance companies and serves as a director of several public
companies. Mr. Robards has a BA from Brown University and an MBA from Harvard
University. Mr. Parsow, a graduate of the University of Nebraska, is a general
partner of a private investment partnership and has served as an Independent
Trustee since 1987. Ms. Hazell is the Chief Executive Officer of the Adviser and
holds a BA in economics from New York University.
58
COMMITTEES
Audit Committee
The Audit Committee is comprised of
Marcia L. Beck, Susan S. Huang, Alan S. Parsow, Thomas F. Robards, and Michael
Seely, who are all Independent Trustees. The Audit Committee is currently
chaired by Mr. Robards. The primary purpose of the Audit Committee is to oversee
the accounting and financial reporting policies, practices and internal controls
of the Trusts. The Audit Committee (i) recommends to the Board of Trustees the
selection, retention, compensation and termination of an independent public
accounting firm; (ii) annually reviews the scope of the proposed audit, the
audit procedures to be utilized and the proposed audit fees; (iii) reviews the
results of the annual audit with the independent auditors; (iv) reviews the
annual financial statements of the Funds with management and the independent
auditors; and (v) reviews the adequacy and effectiveness of internal controls
and procedures with management and the independent auditors. The Audit Committee
met 4 times during the most recent fiscal year.
Valuation and Investment Oversight
Committee
The Valuation and Investment Oversight
Committee is comprised of all of the Trustees of the Trusts. The Committee is
currently chaired by Ms. Huang. The primary purposes of the Valuation and
Investment Oversight Committee are to oversee: (i) Fund management, investment
risk management, performance and brokerage practices relating to the Funds; (ii)
the implementation and operation of the Trusts Valuation Procedures
and
the
amortized cost method of valuation pursuant to Rule 2a-7 under the 1940 Act with
respect to the Money Market Funds; and (iii) the selection process for
investment sub-advisers to series of the Trusts. The Valuation and Investment
Oversight Committee met 4 times during the most recent fiscal year.
Nominating and Corporate Governance
Committee
The Nominating and Corporate Governance
Committee is comprised of all of the Independent Trustees of the Trusts. The
Committee is currently chaired by Mr. Parsow. This Committee (i) makes
nominations for trustee membership on the Board; (ii) evaluates on a periodic
basis the operations and effectiveness of the Board as a whole; (iii)
periodically reviews the composition of the Board to determine whether it may be
appropriate to add individuals with different backgrounds or skills from those
already on the Board; (iv) periodically reviews Board governance procedures and
shall recommend any appropriate changes to the full Board; and (v) periodically
reviews Trustee compensation and shall recommend any appropriate changes to the
Board as a group. The Nominating and Corporate Governance Committee also
considers nominees recommended by shareholders. Such recommendations should be
forwarded to the President of the Trusts. The Nominating and Corporate
Governance Committee met 5 times during the most recent fiscal year.
Contracts and Expense
Committee
The Contracts and Expense Committee is
comprised of all of the Independent Trustees of the Trusts. The Contracts and
Expense Committee is currently chaired by Ms. Beck. The primary purpose of the
Contracts and Expense Committee is to help ensure that the interests of the
Funds and their shareholders are appropriately served by: (i) agreements and
plans to which the Trusts are a party or direct beneficiary; and (ii) expenses
payable by the Trusts and their series. The Contracts and Expense Committee met
5 times during the most recent fiscal year.
FUND OWNERSHIP
Listed below for each Trustee is a
dollar range of securities beneficially owned in the Trusts (which includes the
other funds of the Trusts in addition to the Funds in this SAI) together with
the aggregate dollar range of equity securities in all registered investment
companies overseen by each Trustee in the HSBC Family of Funds as of December
31, 2012.
59
|
|
|
Aggregate Dollar Range
of
|
|
|
|
Equity Securities in
All
|
|
Dollar Range of
|
|
Registered
Investment
|
|
Equity Securities
|
Dollar Range of
|
Companies Overseen
By
|
|
in the Advisor
|
Equity Securities in
|
Trustee in HSBC Family
of
|
Name of
Trustee
|
Trust
|
the Trust
|
Funds
|
Non-Interested
Trustees
|
|
|
|
Marcia L. Beck
|
None
|
None
|
None
|
Susan S. Huang
|
None
|
None
|
None
|
Alan S. Parsow
|
None
|
None
|
None
|
Thomas Robards
|
None
|
None
|
None
|
Michael Seely
|
None
|
None
|
None
|
Interested
Trustee
|
|
|
|
Deborah A. Hazell
|
None
|
None
|
None
|
As of February 4, 2013, the Trustees
and officers of the Trusts as a group beneficially owned less than 1% of the
outstanding shares of the Funds.
TRUSTEE AND OFFICER
COMPENSATION
Effective January 1, 2013, the Trusts
pay each Independent Trustee an annual retainer of $100,000. The Trusts pay a
fee of $10,000 for each regular meeting of the Board of Trustees attended and a
fee of $3,000 for each special meeting attended. The Trusts pay each Committee
Chair an annual retainer of $3,000, with the exception of the Chair of the Audit
Committee, who receives a retainer of $6,000. The Trusts also pay Mr. Seely, as
Chairman of the Board, an additional annual retainer of $24,000. In addition,
for time expended on Board duties outside normal meetings, a Trustee is
compensated at the rate of $500 per hour, up to a maximum of $3,000 per day. For
the fiscal year ended October 31, 2012, the following compensation was paid to
the Trustees:
|
Non-Interested Trustees
(1)
|
Compensation From
the
|
Marcia L.
|
Susan S.
|
Alan S.
|
Thomas F.
|
|
Funds
|
Beck
|
Huang
|
Parsow
|
Robards
|
Michael
Seely
|
Growth
Fund
|
$338
|
$361.08
|
$323.70
|
$340.25
|
$384.62
|
Opportunity Fund
|
$54.53
|
$58.17
|
$52.22
|
$54.83
|
$62.06
|
Aggressive Strategy Fund
|
$81.35
|
$86.87
|
$77.92
|
$242.60
|
$81.35
|
Balanced
Strategy Fund
|
$241.17
|
$257.99
|
$230.91
|
$215.03
|
$241.17
|
Moderate
Strategy Fund
|
$213.82
|
$229.03
|
$204.67
|
$215.03
|
$213.82
|
Conservative
Strategy
|
$97.29
|
$105.35
|
$93.11
|
$98
|
$110.64
|
Fund
|
|
|
|
|
|
Advisor
Opportunity Fund
|
$589.89
|
$632.15
|
$564.77
|
$593.84
|
$671.13
|
Income
Strategy Fund
(2)
|
$0.74
|
$0.79
|
$0.73
|
$0.80
|
$0.85
|
Pension Or
Retirement
|
|
|
|
|
|
Benefits Accrued As
Part
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a
|
Of The
Funds Expenses
(3)
|
|
|
|
|
|
Estimated Annual
Benefits
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a
|
Upon
Retirement
|
Total Compensation
From
|
$154,250
|
$129,500
|
$147,500
|
$155,250
|
$175,250
|
Funds and Fund
Complex
(4)
|
|
|
|
|
|
Paid To
Trustees
|
|
|
|
|
|
(1)
Ms. Hazell, an
Interested Trustee, was appointed as a Trustee in December 2011. She is
not compensated from the Trusts for her service as an Interested
Trustee.
(2)
From March 20,
2012 through October 31, 2012.
(3)
The Trusts do not accrue pension or retirement
benefits as part of Fund expenses, and Trustees of the Trusts are not
entitled to retirement benefits upon retirement from the Board of
Trustees.
(4)
For these purposes, the
Fund Complex consisted of 23 Funds of the Trust, the Advisor Trust, and the
Portfolio Trust as of October 31, 2012.
|
60
None of the officers receive
compensation directly from the Funds. Under a Compliance Services Agreement
between the Trusts and Citi (Compliance Agreement), Citi makes a Citi employee
available to serve as the Trusts CCO. Under the Compliance Agreement, Citi also
provides infrastructure and support in implementing the written policies and
procedures comprising the Fund Compliance Program. This includes providing
support services to the CCO, developing standards for reports to the Board by
Citi and other service providers, and assisting in preparing or providing
documentation for the Board to make findings and conduct reviews pertaining to
the Fund Compliance Program and related policies and procedures of the Funds
service providers. The Compliance Agreement also covers arrangements under which
Citi employees serve the Trusts in certain other officer capacities, which may
include the Chief Financial Officer. For the services provided under the
Compliance Agreement, the Trusts currently pay Citi $281,280 per annum, plus
certain out of pocket expenses. Citi pays the salary and other compensation
earned by any such individuals as employees of Citi.
PROXY VOTING
The Trusts and the Portfolio Trust have
adopted Proxy Voting Policies that delegate the responsibility of voting proxies
to the Funds Adviser and Subadvisers. The Proxy Voting Policies (or summaries
thereof) of the Trusts and the Adviser and Subadvisers are attached as
Appendices to this SAI.
Information regarding how the Funds
voted proxies relating to portfolio securities during the 12-month period ending
June 30, 2012 is available (i) without charge, upon request, by calling
1-800-782-8183; (ii) on the Funds website at www.investorfunds.us.hsbc.com, and
(iii) on the SECs website at http://www.sec.gov.
INVESTMENT ADVISORY AND OTHER SERVICES
INVESTMENT ADVISER
HSBC Global Asset Management (USA) Inc.
is the investment adviser to each Fund (and its Underlying Portfolio, as
applicable) pursuant to an investment advisory contract (the Advisory
Contract) with the Trust or Portfolio Trust. For its services, the Adviser is
entitled to a fee from each Fund or Portfolio, which is accrued daily and paid
monthly, and which is based on the Funds or Portfolios daily net assets, at an
annual rate as set forth below. In the case of the Equity Funds, these amounts
do not include sub-advisory fees payable by the Trusts to the respective
Subadvisers.
Fund or Portfolio
|
Fee
|
Growth Portfolio
|
0.175%
|
Opportunity Portfolio
|
0.25%
|
BRIC Equity Fund
|
0.80%
|
China Equity Fund
|
0.65%
|
India Equity Fund
|
0.65%
|
Short Duration Portfolio
|
0.40%
|
Aggressive Strategy Fund*
|
0.25%
|
Balanced Strategy Fund*
|
0.25%
|
Moderate Strategy Fund*
|
0.25%
|
Conservative Strategy Fund*
|
0.25%
|
Income Strategy Fund*
|
0.25%
|
*The World Selection Funds have their own investment
management agreement with the Adviser, and also bear their proportionate
share of investment management fees charged to the Underlying Funds in
which the World
Selection Funds invest. The Adviser may voluntarily
waive all or a portion of its management fee. The Adviser has done so for
periods of operation during which a World Selection Funds Total Annual
Fund Operating Expenses
were above the
World Selection Funds expense cap, as set forth in the applicable
contractual expense limitation agreement.
|
61
The Adviser has entered into a
contractual expense limitation agreement (Agreement) with certain Funds under
which it will limit total expenses of a Fund (excluding interest, taxes,
brokerage commissions and extraordinary expenses.) The expense limitations shall
be in effect until March 1, 2014. These Agreements shall terminate upon the
termination of the Advisory Contracts between the Trusts and the Adviser, or may
be terminated upon written notice to the Adviser by the Trusts.
For the fiscal years ended October 31,
2012, 2011 and 2010, the aggregate amount of advisory fees (including
sub-advisory fees, where applicable) paid by the Funds or the Portfolios were as
follows (in the case of the Feeder Funds, advisory fees paid by each Underlying
Portfolio were borne indirectly by the Fund to the extent of its interest in the
Underlying Portfolio):
Fund
*
|
2012
|
2011
|
2010
|
Growth Portfolio
|
$512,293
|
$593,713
|
$520,858
|
Opportunity Portfolio
|
$1,180,005
|
$1,240,402
|
$1,058,022
|
Aggressive Strategy Fund^
|
$44,763
|
$8,622
|
$5,709
|
Balanced Strategy Fund^
|
$132,468
|
$25,141
|
$16,545
|
Moderate Strategy Fund^
|
$117,185
|
$22,929
|
$17,625
|
Conservative Strategy Fund^
|
$54,599
|
$9,420
|
$6,207
|
Income Strategy Fund^
|
$728
|
N/A
|
N/A
|
*The Income Strategy Fund commenced
operations on March 20, 2012.
|
^ Expense does not include deductions
for waivers.
|
The Adviser or its affiliates may, out
of their own resources, assist in marketing the Funds shares. Without limiting
the foregoing, the Adviser may, out of its own resources and without cost to a
Fund, make both cash and non-cash payments to selected financial intermediaries
for shareholder recordkeeping, processing, accounting and/or other
administrative services in connection with the sale or servicing of shares and
shareholders of a Fund. Historically, these payments have generally been
structured as a percentage of average net assets attributable to the financial
intermediary, but may also be structured as a percentage of gross sales, a fixed
dollar amount, or a combination of the above. These payments are made by the
Adviser in addition to any 12b-1 fees, shareholder services fees, and/or sales
charges, or portion thereof, that are borne by shareholders and paid to such
financial intermediaries. The making of these payments could create a conflict
of interest for a financial intermediary receiving such payments.
The Advisory Contract for each Fund or
Portfolio will continue in effect through December 31, 2013. Thereafter, the
Advisory Contract will continue in effect with respect to each Fund or
Underlying Portfolio for successive periods not to exceed one (1) year, provided
such continuance is approved at least annually by: (i) the holders of a majority
of the outstanding voting securities of the Fund or Portfolio or by a Trusts or
the Portfolio Trusts Board of Trustees; and (ii) a majority of the Trustees of
a Trust or the Portfolio Trust who are not parties to the Advisory Contract or
interested persons (as defined in the 1940 Act) of any such party.
Notwithstanding the foregoing, the Advisory Contract may be terminated with
respect to a Fund or Portfolio without penalty by either party on 60 days
written notice and will terminate automatically in the event of its assignment,
within the meaning of the 1940 Act.
The Adviser, located at 452 Fifth
Avenue, New York, New York 10018, is a wholly-owned subsidiary of HSBC Bank,
which is a wholly-owned subsidiary of HSBC USA Inc., a registered bank holding
company. No securities or instruments issued by HSBC USA Inc. or HSBC Bank USA,
N.A. will be purchased for a Fund or Portfolio.
The Advisory Contract for each Fund or
Portfolio provides that the Adviser will manage the portfolio of the Fund or
Portfolio, either directly or through one or more subadvisers, and will furnish
to the Fund or Portfolio investment guidance and policy direction in connection
therewith. The Adviser has agreed to provide each Trust with, among other
things, information relating to composition, credit conditions and average
maturity of the portfolio of the Fund or the Portfolio. Pursuant to the Advisory
Contract, the Adviser also furnishes each Trusts Board of Trustees with
periodic reports on the investment performance of each Fund and
Portfolio.
62
If the Adviser were prohibited from
performing any of its services for the Trusts or the Portfolio Trust under the
Advisory Contract or the Support Services Agreement, it is expected that the
Board would recommend to a Funds or Portfolios shareholders that they approve
new agreements with another entity or entities qualified to perform such
services and selected by the Board.
The investment advisory services of the
Adviser to the Funds and Portfolios are not exclusive under the terms of the
Advisory Contract. The Adviser is free to and does render investment advisory
services to others.
The Trusts, the Portfolio Trust, and
the Adviser have each received an exemptive order from the SEC that allows the
Adviser to enter into new investment sub-advisory contracts and to make material
changes to existing sub-advisory contracts with the approval of the Board of
Trustees of the appropriate Trust, but without shareholder approval. This
authority is subject to certain conditions, including the requirement that the
Trustees (including a majority of Independent Trustees) of the appropriate Trust
must approve any new or amended agreements with subadvisers. In accordance with
the exemptive order received from the SEC, an information statement providing
details about the appointment of the new subadviser will be mailed to
shareholders within 90 days of the change in subadviser. Shareholders will also
receive an information statement describing material changes to a sub-advisory
contract between the Adviser and a subadviser within 90 days of the material
change. The Adviser remains responsible for the performance of each Fund,
oversees subadvisers to ensure compliance with each Funds investment policies
and guidelines, and monitors each subadvisers adherence to its investment style
and performance results in order to recommend any changes in a subadviser to the
appropriate Trusts Board of Trustees.
SUBADVISERS
For each of the Funds, as listed below,
a Subadviser is responsible for the investment management of the Funds or
Underlying Portfolios assets, including making investment decisions and placing
orders for the purchase and sale of securities for the Fund or Portfolio
directly with the issuers or with brokers or dealers selected by the Subadviser
in its discretion.
The investment advisory services of
each Subadviser are not exclusive under the terms of its sub-advisory agreement.
The Subadviser is free to and does render investment advisory services to
others.
The Subadviser also furnishes to the
Boards of Trustees of the Trusts, which have overall responsibility for the
business and affairs of the Trusts, periodic reports on its services and the
investment performance of the relevant Fund.
BRIC Equity Fund
HSBC Global Asset Management (France),
located at Immeuble Ile de France 4 place de la Pyramide-92800 Puteaux La
Defense 9 in Paris, France, an affiliate of the Adviser, serves as the
Subadviser to the BRIC Equity Fund. As of December 31, 2012, AMFR managed
approximately $79.7 billion in assets. For its services to the Fund, AMFR
receives a fee from the Adviser based on the average daily net assets of the
Fund. This sub-advisory fee is 0.40%.
China Equity Fund
HSBC Global Asset Management (Hong
Kong) Limited, located at Level 22, HSBC Main Building, 1 Queens Road Central,
Hong Kong, an affiliate of the Adviser, serves as the Subadviser of the China
Equity Fund. As of December 31, 2012, AMHK managed approximately $56.7 billion
in assets. For its services to the Fund, HSBC Hong Kong receives a fee from the
Adviser based on the Funds average daily net assets. This sub-advisory fee is
0.55%.
Growth Fund (Growth
Portfolio)
Winslow Capital Management, LLC,
located at 4720 IDS Tower, 80 South Eighth Street, Minneapolis, Minnesota 55402,
serves as the Portfolios Subadviser. For its services, the Subadviser receives
a fee computed daily on the basis of the average daily net
assets of all Winslow serviced funds and separate accounts affiliated with the
Adviser, including the Fund, at an annual rate of 0.40% of the first $250
million of combined assets; 0.35% on the next $250 million of combined assets;
0.30% on the next $250 million of combined assets; 0.25% on the next $250
million of combined assets and 0.20% thereafter.
63
For the fiscal years ended October 31,
2012, 2011 and 2010 the Adviser paid sub-advisory fees of $356,379, $408,726 and
$362,332, respectively.
India Equity Fund
HSBC Global Asset Management
(Singapore) Ltd., located at 21 Collyer Quay, #15-02 HSBC Building, Singapore
049320, an affiliate of the Adviser, serves as the Subadviser of the India
Equity Fund. As of December 31, 2012, HSBC Singapore managed approximately $5.5
billion in assets. For its services to the Fund, HSBC Singapore receives a fee
from the Adviser based on the Funds average daily net assets. This sub-advisory
fee is 0.55%.
Opportunity Fund and Advisor
Opportunity Fund (Opportunity Portfolio)
Westfield Capital Management Company,
L.P., located at One Financial Center, Boston, Massachusetts 02111, is the
Opportunity Portfolios Subadviser. For its services, Westfield receives a fee
equal on an annual basis to 0.55% of the Portfolios average daily net assets.
For the fiscal years ended October 31,
2012, 2011 and 2010, the Portfolio paid Westfield sub-advisory fees equal to
$811,254, $852,777 and$727,391, respectively.
PORTFOLIO MANAGERS
The Prospectuses identify the
individual or individuals who are primarily responsible for the day-to-day
management of each of the Funds or its Underlying Portfolio (the portfolio
manager(s)). This section of the SAI contains certain additional information
about the portfolio manager(s), their compensation, other accounts managed by
them, and potential conflicts of interest. This section is broken down into two
parts. The first part covers the Funds managed by the Adviser, its affiliates
and its wholly-owned subsidiaries, and the second part covers the Portfolios
managed by various other Subadvisers. In each section, there is information in a
tabular format, as of October 31, 2012, about the other accounts, if any, in
addition to the relevant Fund or Funds, over which the portfolio manager(s) also
have primary responsibility for day-to-day management.
The tables below show the number of
other accounts managed by the portfolio manager(s) and the total assets in those
accounts within each of the following categories: registered investment
companies, other pooled investment vehicles, and other accounts. For each
category of accounts, the tables also show the number of accounts and the total
assets in the accounts with respect to which the advisory fee paid by the
account holder is based on account performance, if applicable.
Fund Ownership of Portfolio Managers
The portfolio managers did not
beneficially own shares of the Fund or Funds that they manage as of February 4,
2013.
64
The Adviser, its Affiliates and
its Wholly-Owned Subsidiaries
For each additional account listed in
the charts below, each portfolio manager that is a member of the team
participates in managing the account in the same manner as described in the
Prospectus in relation to the respective Fund. In other words, the structure of
the team and functions of the individual members of the team are the same for
each account managed. For each team, the information is the same for each team
member.
HSBC Hong Kong (Subadviser to the China Equity
Fund)
|
|
Number of Other Accounts
Managed and Total
|
Number of Accounts and Total
Assets for Which
|
|
Assets by Account Type
|
Advisory Fee is Performance
Based
|
|
|
|
|
|
Other
|
|
Name
of
|
Registered
|
Other Pooled
|
|
Registered
|
Pooled
|
|
Portfolio
|
Investment
|
Investment
|
Other
|
Investment
|
Investment
|
Other
|
Manager
|
Companies
|
Vehicles
|
Accounts
|
Companies
|
Vehicles
|
Accounts
|
Mandy
|
-
|
9
|
2
|
-
|
-
|
-
|
Chan
|
-
|
$3,775.9 million
|
$93.5 million
|
-
|
-
|
-
|
|
HSBC Global Asset Management (USA) Inc. (Adviser
to the Short Duration Portfolio)
|
|
Number of Other Accounts
Managed and Total
|
Number of Accounts and Total
Assets for Which
|
|
Assets by Account Type
|
Advisory Fee is Performance
Based
|
|
|
|
|
|
Other
|
|
Name
of
|
Registered
|
Other Pooled
|
|
Registered
|
Pooled
|
|
Portfolio
|
Investment
|
Investment
|
Other
|
Investment
|
Investment
|
Other
|
Manager
|
Companies
|
Vehicles
|
Accounts
|
Companies
|
Vehicles
|
Accounts
|
John F.
|
4
|
-
|
2
|
-
|
-
|
-
|
Chiodi, Jr.
|
$32,626.5 million
|
-
|
$754.5 million
|
-
|
-
|
-
|
Kenneth
|
4
|
-
|
2
|
-
|
-
|
-
|
Carty
|
$32,626.5 million
|
-
|
$754.5
million
|
-
|
-
|
-
|
Jason E.
|
2
|
-
|
8
|
-
|
-
|
-
|
Moshos
|
$388.7 million
|
-
|
$2,125.7 million
|
-
|
-
|
-
|
|
HSBC Global Asset Management (USA) Inc. (Adviser
to the World Selection Funds)
|
|
Number of Other Accounts
Managed and Total
|
Number of Accounts and Total
Assets for Which
|
|
Assets by Account Type
|
Advisory Fee is Performance
Based
|
|
|
|
|
|
Other
|
|
Name
of
|
Registered
|
Other Pooled
|
|
Registered
|
Pooled
|
|
Portfolio
|
Investment
|
Investment
|
Other
|
Investment
|
Investment
|
Other
|
Manager
|
Companies
|
Vehicles
|
Accounts
|
Companies
|
Vehicles
|
Accounts
|
Randeep
|
-
|
1
|
-
|
-
|
-
|
-
|
Brar
|
-
|
$983 million
|
-
|
-
|
-
|
-
|
Caroline
|
-
|
16
|
-
|
-
|
-
|
-
|
Hitch
|
-
|
$6,849.7 million
|
-
|
-
|
-
|
-
|
65
HSBC Singapore (Subadviser to the India
Equity Fund)
|
|
Number of Other Accounts
Managed and Total
|
Number of Accounts and Total
Assets for Which
|
|
Assets by Account Type
|
Advisory Fee is Performance Based
|
|
|
|
|
|
Other
|
|
|
Registered
|
Other Pooled
|
|
Registered
|
Pooled
|
|
Name of
|
Investment
|
Investment
|
Other
|
Investment
|
Investment
|
Other
|
Portfolio
|
Companies
|
Vehicles
|
Accounts
|
Companies
|
Vehicles
|
Accounts
|
Sanjiv
|
-
|
6
|
2
|
-
|
-
|
-
|
Duggal
|
-
|
$5,163.8 million
|
$38 million
|
-
|
-
|
-
|
|
AMFR (Subadviser to the BRIC Equity
Fund)
|
|
Number of Other Accounts
Managed and Total
|
Number of Accounts and Total
Assets for Which
|
|
Assets by Account Type
|
Advisory Fee is Performance Based
|
|
|
|
|
|
Other
|
|
Name
of
|
Registered
|
Other Pooled
|
|
Registered
|
Pooled
|
|
Portfolio
|
Investment
|
Investment
|
Other
|
Investment
|
Investment
|
Other
|
Manager
|
Companies
|
Vehicles
|
Accounts
|
Companies
|
Vehicles
|
Accounts
|
Patrick
|
7
|
9
|
-
|
-
|
-
|
-
|
Gautier
|
$1,172 million
|
$634 million
|
-
|
-
|
-
|
-
|
Portfolio Manager Compensation
Structure (HSBC Singapore, HSBC Hong Kong, AMFR, and the Adviser)
As employees of the Adviser, or
affiliates of the Adviser (HSBC affiliates), the portfolio managers are
compensated by their respective HSBC affiliate, or by the Adviser, for their
services. Their compensation has the following components (1) a base salary
consisting of a fixed amount, (2) a discretionary bonus, which is paid partially
in cash and partially in restricted shares of HSBC Holdings, Ltd., and (3)
eligibility for participation in the 401(k) retirement plan and other employee
benefits programs generally made available to the Advisers employees.
The restricted shares are currently
awarded on a yearly basis under the HSBC Holdings Ltd. Restricted Share Plan
2000 and are denominated in ordinary shares. The shares earn dividend
equivalents but do not have voting rights. Generally, the shares vest in full
upon the third anniversary of the date of grant as long as the awardee remains
in the employ of the HSBC Group during the restricted period. The shares are
taxed at vest and treated as ordinary income.
Amounts paid to the portfolio managers
as discretionary bonus and as deferred compensation are paid at the discretion
of the relevant manager to whom the portfolio manager reports. Amounts paid as
discretionary bonuses and as deferred compensation will vary, based upon the
relevant managers assessment of the portfolio managers performance, taking
into account the relevant business units financial performance during the most
recent fiscal year. Key factors affecting decisions concerning discretionary
compensation under the deferred compensation plan are the Advisers
profitability, individual performance, teamwork and total compensation of the
employee relative to the market for similarly qualified individuals.
Potential Conflicts of
Interest
Actual or potential conflicts of
interest may arise from the fact that the Adviser (which for purposes of this
discussion includes HSBC Hong Kong, HSBC Singapore and AMFR) and the portfolio
managers of the Funds have day-to-day management responsibilities with respect
to accounts of clients other than the Funds (Other Clients). The Adviser has
developed policies and procedures intended to detect, manage and/or mitigate the
types of conflicts of interest described below. Although there can be no
guarantee that any such policies or procedures will detect each and every
situation in which a conflict of interest arises, the Adviser endeavors to
ensure that all of its clients are treated fairly.
The Adviser may receive different
compensation from Other Clients including clients that may pay the Adviser
higher fees, including performance fees. This may create a potential conflict of
interest for the Adviser or its portfolio managers by providing an incentive to
favor these Other Clients when, for example, allocating securities transactions.
The Adviser may have an incentive to allocate securities that are expected to
increase in value to these favored clients. Initial public offerings, in
particular, are frequently of very limited availability. In order to mitigate
these types of conflicts, the Adviser has policies and
procedures that provide for the allocation of securities transactions on a pro
rata basis among the Advisers clients for whom participation in such
transaction is deemed appropriate by the Adviser.
66
Other potential conflicts with respect
to the allocation of trades include the perception that the Adviser may be
causing a client to participate in an offering not appropriate for such client
so as to increase the Advisers overall allocation of securities in that
offering in order to, for example, gain favor with a particular underwriter with
whom the Adviser or its affiliates hope to engage in unrelated transactions. A
potential conflict of interest also may be perceived to arise if transactions in
one account closely follow related transactions in a different account, such as
when a purchase increases the value of securities previously purchased by
another account or when a sale in one account lowers the sale price received in
a sale by a second account. Because the Adviser manages accounts that engage in
short sales of securities of the type in which many clients may invest, the
Adviser could be seen as harming the performance of certain client accounts
(i.e., those clients not engaging in short sale transactions) for the benefit of
the accounts engaging in short sales if the short sales cause the market value
of the securities to fall. Similarly, the Adviser could be seen as benefiting
those accounts that may engage in short sales through the sale of securities
held by other clients to the extent that such sales reduce the cost to cover the
short positions.
The Adviser and its affiliates may at
times give advice or take action with respect to accounts that differs from the
advice given other accounts. These differences result, from among other things,
variations in account characteristics such as size, cash position, tax
situation, risk tolerance or investment restrictions. As a result, a particular
security may be bought or sold only for certain clients even though it could
have been bought or sold for other clients at the same time. Likewise, a
particular security may be bought for one or more clients when one or more other
clients are selling the security. To the extent that the Adviser does take
similar action with respect to different clients, it should be noted that
simultaneous portfolio transactions in the same security by multiple clients may
tend to decrease the prices received by clients for sales of such securities and
increase the prices paid by clients for purchases of such securities. If an
order on behalf of more than one account cannot be fully executed under
prevailing market conditions, securities may be allocated among the different
accounts on a basis that the Adviser considers equitable. Situations may occur
where the Funds could be disadvantaged because of the investment activities
conducted by the Adviser or its affiliates for other investment accounts.
Employees of the Adviser, including
portfolio managers, may engage in personal trading, subject to the Advisers
Code of Ethics. In addition to the general conflicts noted above, personal
trading by employees may create apparent or actual conflicts to the extent that
one or more employees personally benefit or appear to benefit from trading by
clients in similar securities. The Advisers Code of Ethics is designed to
mitigate these conflicts by requiring, among other things, pre-clearance of
certain trades and the reporting of certain types of securities transactions.
Because portfolio managers of the
Adviser manage multiple client accounts, portfolio managers may devote unequal
time and attention to the portfolio management of client accounts. For example,
an apparent conflict could arise if a portfolio manager is perceived to be
devoting greater time and attention to an account which pays the Adviser higher
fees. Although the Adviser does not specifically track the time and attention
each portfolio manager spends on each account he or she manages, the Adviser
does closely monitor the performance of all of its clients to ensure, to the
extent possible, the portfolio managers have adequate resources to manage
effectively all accounts.
Portfolios Managed by Other
Subadvisers
Set forth below is information about
the portfolio managers of the Portfolios, which utilize the Subadvisers
indicated.
Fund Ownership of Portfolio
Managers
Unless otherwise noted, the portfolio
managers of the respective Portfolios did not beneficially own shares of the
Portfolio they manage, or the Portfolios respective Feeder Fund or Funds, as of
October 31, 2012.
67
Winslow (Subadviser to the Growth
Portfolio)
|
|
Number of Other Accounts
Managed and Total Assets by
|
Number of Accounts and Total
Assets for Which
|
|
Account Type
|
Advisory Fee is Performance Based
|
Name
of
|
Registered
|
Other Pooled
|
|
Registered
|
Other Pooled
|
|
Portfolio
|
Investment
|
Investment
|
|
Investment
|
Investment
|
|
Manager
|
Companies
|
Vehicles
|
Other Accounts
|
Companies
|
Vehicles
|
Other Accounts
|
Clark J.
|
9
|
7
|
1,954
|
-
|
-
|
5
|
Winslow
|
$22,707,000,000
|
$1,903,000,000
|
$8,998,000,000
|
-
|
-
|
$686,000,000
|
Justin H.
|
9
|
7
|
1,954
|
-
|
-
|
5
|
Kelly, CFA
|
$22,707,000,000
|
$1,903,000,000
|
$8,998,000,000
|
-
|
-
|
$686,000,000
|
R. Bartlett
|
9
|
7
|
1,954
|
-
|
-
|
5
|
Wear, CFA
|
$22,707,000,000
|
$1,903,000,000
|
$8,998,000,000
|
-
|
-
|
$686,000,000
|
Portfolio Manager Compensation Structure
In an effort to retain key personnel,
Winslow has structured compensation plans for portfolio managers and other key
personnel that it believes are competitive with other investment management
firms. The compensation plan is determined by the Winslow Operating Committee
and is designed to align manager compensation with investors goals by rewarding
portfolio managers who meet the long-term objective of consistent, superior
investment results, measured by the performance of the product. The portfolio
managers have long-term employment agreements and are subject to
non-competition/non-solicitation restrictions. The Operating Committee
establishes salaries at competitive levels, verified through industry surveys,
to attract and maintain the best professional and administrative personnel.
Portfolio manager compensation packages are independent of advisory fees
collected on any given client account under management. In addition, an
incentive bonus is paid annually to the employees based upon each individual's
performance, client results and the profitability of the firm. Finally,
employees of Winslow, including the portfolio managers, have received profits
interests in the firm which entitle their holders to participate in the firms
growth over time.
Potential Conflicts of
Interest
A portfolio manager who makes
investment decisions with respect to multiple funds and/or other accounts may be
presented with one or more of the following potential conflicts:
The
management of multiple funds and/or accounts may result in the portfolio manager
devoting unequal time and attention to the management of each fund and/or
account;
If a
portfolio manager identifies a limited investment opportunity which may be
suitable for more than one fund or account managed by the portfolio manager, a
fund may not be able to take full advantage of that opportunity due to an
allocation of filled purchase or sale orders across all eligible funds and
accounts managed by the portfolio manager; and
An apparent
conflict may arise where an adviser receives higher fees from certain funds or
accounts that it manages than from others, or where an adviser receives a
performance-based fee from certain funds or accounts that it manages and not
from others. In these cases, there may be an incentive for a portfolio manager
to favor the higher and/or performance-based fee funds or accounts over other
funds or accounts managed by the portfolio manager.
To address potential conflicts of
interest, Winslow has adopted various policies and procedures to provide for
equitable treatment of trading activity and to ensure that investment
opportunities are allocated in a fair and appropriate manner. In addition,
Winslow has adopted a Code of Ethics that recognizes the managers obligation to
treat all of its clients, including the Fund, fairly and equitably. These
policies, procedures and the Code of Ethics
are designed to
restrict the portfolio manager from favoring one client over another. There is
no guarantee that the policies, procedures and the Code of Ethics will be
successful in every instance, however because Winslow offers only one investment
product: Large Cap Growth, and all accounts are managed essentially identically,
Winslow does not believe any material conflicts of interest exist between the
investment strategy of the Fund and the investment strategy of the other
accounts managed by the portfolio managers, nor in allocation of investment
opportunities.
68
Westfield (Subadviser to the Opportunity
Portfolio)
|
|
Number of Other Accounts
Managed and Total
|
Number of Accounts and Total
Assets for
|
|
Assets by Account Type
|
Which Advisory Fee is Performance Based
|
|
|
Other
|
|
|
|
|
Name
of
|
Registered
|
Pooled
|
|
Registered
|
Other Pooled
|
|
Portfolio
|
Investment
|
Investment
|
Other
|
Investment
|
Investment
|
Other
|
Manager
|
Companies
|
Vehicles
|
Accounts
|
Companies
|
Vehicles
|
Accounts
|
William A.
|
11
|
8
|
491
|
-
|
1
|
23
|
Muggia
|
$2,879,518,515
|
$329,894,312
|
$10,708,922,698
|
-
|
22,242,463
|
$1,291,158,295
|
Ethan J.
|
11
|
6
|
460
|
-
|
-
|
23
|
Meyers, CFA
|
$2,879,518,515
|
$269,651,703
|
$10,630,950,264
|
-
|
-
|
$1,291,158,295
|
John M.
|
11
|
6
|
460
|
-
|
-
|
23
|
Montgomery
|
$2,879,518,515
|
$269,651,703
|
$10,633,592,716
|
-
|
-
|
$1,291,158,295
|
Bruce N.
|
11
|
6
|
466
|
-
|
-
|
23
|
Jacobs, CFA
|
$2,879,518,515
|
$269,651,703
|
10,634,044,777
|
-
|
-
|
$1,291,158,295
|
Hamlen
|
11
|
6
|
461
|
-
|
-
|
23
|
Thompson
|
$2,879,518,515
|
$269,651,703
|
$10,633,853,058
|
-
|
-
|
$1,291,158,295
|
Portfolio Manager Compensation
Structure
Members of the Westfield Investment
Committee may be eligible to receive various components of compensation:
Investment
Committee members receive a base salary commensurate with industry standards.
This salary is reviewed annually during the employees performance
assessment.
Investment
Committee members also receive a performance based bonus award. This bonus award
is determined and paid in December. The amount awarded is based on the
employees individual performance attribution and overall contribution to the
investment performance of Westfield. While the current calendar year is the
primary focus, a rolling three year attribution summary is also considered when
determining the bonus award.
Investment
Committee members may be eligible to receive equity interests in the future
profits of Westfield. Individual awards are
typically determined by a members overall performance within the firm,
including but not limited to contribution to company strategy, participation in
marketing and client service initiatives, as well as longevity at the firm. The
key members of Westfields management team who receive equity interests in the
firm enter into agreements restricting post-employment competition and
solicitation of clients and employees of Westfield. This compensation is in
addition to the base salary and performance based bonus. Equity interest grants
typically vest over five years.
69
Investment
Committee members may receive a portion of the performance-based fee earned from
an account that is managed solely by Mr. Muggia. He has full discretion to grant
such awards to any member of the Investment Committee.
Potential Conflicts of Interest
The simultaneous management of multiple
accounts by our investment professionals creates a possible conflict of interest
as they must allocate their time and investment ideas across multiple accounts.
This may result in the Investment Committee or portfolio manager allocating
unequal attention and time to the management of each client account as each has
different objectives, benchmarks, investment restrictions and fees. For most
client accounts, investment decisions are made at the Investment Committee
level. Once an idea has been approved, it is implemented across all eligible and
participating accounts within the strategy. Client specific restrictions are
monitored by the Compliance team.
Although the Investment Committee
collectively acts as portfolio manager on most client accounts, there are some
client accounts that are managed by a sole portfolio manager who also is a
member of the Investment Committee. This can create a conflict of interest
because investment decisions for these individually managed accounts do not
require approval by the Investment Committee; thus, there is an opportunity for
individually managed client accounts to trade in a security ahead of Investment
Committee-managed client accounts. Trade orders for individually managed
accounts must be communicated to the Investment Committee. Additionally, the
Compliance team performs periodic reviews of such accounts to ensure procedures
have been followed.
Westfield has clients with
performance-based fee arrangements. A conflict of interest can arise between
those portfolios that incorporate a performance fee and those that do not. When
the same securities are recommended for both types of accounts, it is
Westfields policy to allocate investments, on a pro-rata basis, to all
participating and eligible accounts, regardless of the accounts fee structure.
Our Operations team performs periodic reviews of each products model portfolio
versus each client account, where each position size is compared against the
models weight. Discrepancies are researched, and any exceptions are
documented.
In placing each transaction for a
clients account, Westfield seeks best execution of that transaction except in
cases where Westfield does not have the authority to select the broker or
dealer, as stipulated by the client. We attempt to bundle directed brokerage
accounts with non-directed accounts, and then utilize step-out trades to satisfy
the directed arrangements. Clients who do not allow step-out trades will
typically go last.
Because of our interest in receiving
third party research services, there may be an incentive for Westfield to select
a broker or dealer based on such interest rather than the clients interest in
receiving most favorable execution. To mitigate the conflict that Westfield may
have an incentive beyond best execution to utilize a particular broker, a broker
vote is conducted and reviewed on a quarterly basis. This vote provides the
opportunity to recognize the unique research efforts of a wide variety of firms,
as well as the opportunity to compare aggregate commission dollars with a
particular broker to ensure appropriate correlation.
Some Westfield clients have elected to
retain certain brokerage firms as consultants or to invest their assets through
a broker-sponsored wrap program for which Westfield acts as a manager. Several
of these firms are on our approved broker list. Since Westfield may gain new
clients through such relationships, and will interact closely with such firms to
service the client, there may be an incentive for Westfield to select a broker
or dealer based on such interest rather than the clients interest. To help
ensure independence in the brokerage selection process, the brokerage selection
and evaluation process is managed by our Portfolio Strategist, while client
relationships are managed by our Marketing/Client Service team. Also, Westfield
prohibits any member of the Marketing/Client Service team to provide input into
brokerage selection. Furthermore, the consultant or wrap program teams at such
firms are usually separate and distinct from the brokerage teams.
Personal accounts may give rise to
conflicts of interest. Westfield's employees will, from time to time, for their
own account, purchase, sell, hold or own securities or other assets which may be
recommended for purchase, sale or ownership for one or more clients. Westfield
has a Code of Ethics which regulates trading in personal accounts. Personal
accounts are reported to Compliance and most personal transactions are
pre-approved by Compliance. Compliance also reviews personal trading activity
regularly.
70
Westfield serves as manager to the
General Partners of two limited partnerships, for which we also provide
investment advisory services. As such, Westfield has a financial interest in
each of the partnerships. Having a financial interest in client accounts can
create a conflict between those client accounts in which we have a financial
interest and those in which we do not. To help ensure all clients are treated
equitably and fairly, Westfield allocates investment opportunities on a pro-rata
basis. Compliance also conducts regular reviews of the limited partnership
accounts against other client accounts to ensure procedures have been followed.
DISTRIBUTION PLANS - CLASS A, CLASS B,
AND CLASS C SHARES ONLY
The Trust has adopted Distribution
Plans, pursuant to Rule 12b-1 under the 1940 Act (the Distribution Plans),
with respect to the Class A Shares (the Class A Plan), the Class B Shares (the
Class B Plan), and Class C Shares (the Class C Plan), of each Fund, as
applicable. The Distribution Plans provide that they may not be amended to
increase materially the costs which either the Class A Shares, Class B Shares,
and Class C Shares may bear pursuant to the Class A Plan, Class B Plan and Class
C Plan without approval by shareholders of the Class A Shares, Class B Shares,
and Class C Shares, respectively, and that any material amendments of the
Distribution Plans must be approved by the Board of Trustees, and by the
Independent Trustees of the Trust who have no direct or indirect financial
interest in the operation of the Distribution Plans or in any related agreement
(Qualified Trustees), by vote cast in person at a meeting called for the
purpose of considering such amendments. The selection and nomination of the
Qualified Trustees has been committed to the discretion of the Independent
Trustees. The Distribution Plans have been approved, and are subject to annual
approval, by the Board of Trustees and by the Qualified Trustees, by vote cast
in person at a meeting called for the purpose of voting on the Distribution
Plans. The Board approved the Distribution Plans to stimulate sales of shares of
the Funds in the face of competition from a variety of other investment
companies and financial products. In approving the Distribution Plans, the Board
considered the potential advantages to shareholders of the Funds of continued
growth of the asset bases of the Funds (including greater liquidity, more
investment flexibility and possible achievement of greater economies of scale).
In adopting the Class A Plan, Class B Plan, and Class C Plan, the Trustees
considered alternative methods to distribute the Class A Shares, Class B Shares,
and Class C Shares and to reduce each classs expense ratio. The Trustees
concluded that there was a reasonable likelihood that each Distribution Plan
will benefit their respective class and that classs shareholders. The
Distribution Plans are terminable with respect to the Class A Shares, Class B
Shares, and Class C Shares at any time by a vote of a majority of the Qualified
Trustees or by vote of the holders of a majority of that class. For the World
Selection Funds, the Class A Plan is non-compensatory. No payments have been
made under the World Selection Fund Class A Plan and there is no current
intention to charge this fee. The Class B Plan and Class C Plan of the World
Selection Funds are compensatory, in that the distributor is compensated
regardless of its expenses.
For the fiscal years ended October 31,
2012, 2011 and 2010, the Funds paid the following for distribution expenses:
Fund
*
|
2012
|
2011
|
2010
|
Growth Fund
|
$8,155
|
$9,696
|
$12,838
|
Opportunity Fund
|
$7,079
|
$7,456
|
$8,173
|
Aggressive Strategy Fund
|
$60,479
|
$61,007
|
$36,909
|
Balanced Strategy Fund
|
$178,549
|
$177,129
|
$113,758
|
Moderate Strategy Fund
|
$167,289
|
$180,802
|
$133,575
|
Conservative Strategy Fund
|
$89,179
|
$80,395
|
$50,499
|
Income Strategy Fund
|
$1,066
|
N/A
|
N/A
|
*The Income Strategy Fund commenced operations on March
20, 2012.
|
THE DISTRIBUTOR
Foreside Distribution Services, L.P., a
member of FINRA, whose address is Three Canal Plaza, Suite 100, Portland, ME
04101, serves as distributor to the Funds under a Distribution Agreement with
each of the Trusts dated as of March 31, 2009 (the Distribution Agreement).
Unless otherwise terminated, the Distribution Agreement will continue in effect
for successive annual periods if, as to each Fund, such continuance is approved
at least annually by (i) the vote of a majority of those members of the relevant
Trusts Board of Trustees who are not parties to the Distribution Agreement or
interested persons (as defined in the 1940 Act) of any such party, cast in
person at a meeting for the purpose of voting on such approval and (ii) by the
vote of the Trusts Board of Trustees or the vote of a
majority of the outstanding voting securities of such Fund. Under the terms of
the Distribution Agreement, Foreside acts as the agent of the Trust in
connection with the continuous offering of shares of the Funds. The Distributor
continually distributes shares of the Funds on a best efforts basis. The
Distributor is not affiliated with the Adviser, Citi, or any of their
affiliates. The Distributor is compensated for its services through the
Distribution Agreement. The Distributor has no obligation to sell any specific
quantity of Fund shares. The Distributor and its officers have no role in
determining the investment policies or which securities are to be purchased or
sold by the Trust.
71
The Distributor may enter into
agreements with selected broker-dealers, banks or other financial intermediaries
for distribution of shares of the Funds. With respect to certain financial
intermediaries and related fund supermarket platform arrangements, the Funds
and/or the Adviser, rather than the Distributor, typically enter into such
agreements. These financial intermediaries may charge a fee for their services
and may receive shareholder service or other fees from parties other than the
Distributor. These financial intermediaries may otherwise act as processing
agents and are responsible for promptly transmitting purchase, redemption and
other requests to the Funds.
Investors who purchase shares through
financial intermediaries will be subject to the procedures of those
intermediaries through which they purchase shares, which may include charges,
investment minimums, cutoff times and other restrictions in addition to, or
different from, those listed herein. Information concerning any charges or
services will be provided to customers by the financial intermediary through
whom they purchase shares. Investors purchasing shares of the Funds through
financial intermediaries should acquaint themselves with their financial
intermediarys procedures and should read the Prospectus in conjunction with any
materials and information provided by their financial intermediary. The
financial intermediary, and not its customers, will be the shareholder of
record, although costumers may have the right to vote shares depending upon
their arrangement with the financial intermediary. The Distributor does not
receive compensation from the Funds for its distribution services except the distribution/service fees with respect to the shares of those classes for which a Rule 12b-1 Plan is effective. The Adviser
pays the Distributor a fee for certain distribution-related services.
Foreside has entered into a
Distribution Services Agreement with the Adviser in connection with Foresides
services as distributor of the Funds pursuant to which the Adviser undertakes to
pay Foreside amounts owed to Foreside under the terms of the Distribution
Agreement to the extent that the Funds are not otherwise authorized to make such
payments. The payments made by the Adviser to the Distributor do not represent
an additional expense to the Funds or their shareholders.
Pursuant to the Distribution Plans
adopted by the Trust, the Distributor is reimbursed from each Fund monthly for
costs and expenses incurred by the Distributor in connection with the
distribution of Class A Shares, Class B Shares, and Class C Shares of the Funds
and for the provision of certain shareholder services with respect to these
Shares. Payments to the Distributor are for various types of activities,
including: (1) payments to broker-dealers which advise shareholders regarding
the purchase, sale or retention of Class A Shares, Class B Shares, and Class C
Shares of the Fund and which provide shareholders with personal services and
account maintenance services (service fees); (2) payments to employees of the
Distributor; and (3) printing and advertising expenses. Pursuant to the Class A
Plan, the amount of the Distributors reimbursement from a Fund may not exceed
on an annual basis 0.25% of the average daily net assets of the Fund represented
by Class A Shares outstanding during the period for which payment is being made.
Pursuant to the Class B Plan and Class C Plan, respectively, such payments by
the Distributor to broker-dealers may be in amounts on an annual basis of up to
0.75% of a Funds average daily net assets as presented by Class B Shares and
Class C Shares, respectively, outstanding during the period for which payment is
being made. The aggregate fees paid to the Distributor pursuant to the
Distribution Plans, and to Shareholder Servicing Agents pursuant to the
Shareholder Services Plan, will not exceed on an annual basis 0.50% of a Funds
average daily net assets represented by Class A Shares and 1.00% of a Funds
average daily net assets represented by Class B Shares and Class C Shares,
respectively, outstanding during the period for which payment is being made.
Shareholder Servicing Agents are financial institutions, such as a
federal or state-chartered bank, trust company or savings and loan association
that, on behalf of their customers, have entered into a shareholder servicing
agreement with the Trusts. Salary expenses of Foreside personnel who are
responsible for marketing shares of the various series of the Trust may be
allocated to such series on the basis of average net assets; travel expenses are
allocated to, or divided among, the particular series for which it is incurred.
The distribution fees collected from the Funds by Foreside are used to pay
commissions for the sale of Fund shares.
72
The Funds are not liable for
distribution and shareholder servicing expenditures made by the Distributor in
any given year in excess of the maximum amount payable under the Distribution
Plans in that year.
SHAREHOLDER SERVICES PLAN
The Trust has adopted a Shareholder
Services Plan which provides that the Trust may obtain the services of one or
more Shareholder Servicing Agents that shall, as agents for their customers who
purchase the Funds Class A Shares, Class B Shares and Class C Shares, perform
certain shareholder account, administrative and service functions for such
customers, and may enter into agreements providing for the payment of fees for
such services. The Shareholder Services Plan continues in effect indefinitely if
such continuance is specifically approved at least annually by a vote of both a
majority of the Trustees and a majority of the Independent Trustees who have no
direct or indirect financial interest in the operation of the Shareholder
Services Plan or in any agreement related to such Plan (Qualified Trustees).
The Shareholder Services Plan may be terminated at any time by a vote of a
majority of the Qualified Trustees or with respect to the Class A, Class B
Shares or Class C Shares by a majority vote of shareholders of that class. The
Shareholder Services Plan may not be amended to increase materially the amount
of permitted expenses thereunder with respect to the Class A Shares, Class B
Shares or Class C Shares without the approval of a majority of shareholders of
that class, and may not be materially amended in any case without a vote of the
majority of both the Trustees and the Qualified Trustees. See Shareholder
Servicing Agents, below.
ADMINISTRATOR AND SUB-ADMINISTRATOR
Pursuant to an Administration Services
Agreement dated as of July 1, 2005, as amended on June 4, 2007 and January 1,
2009, the Adviser serves as the Trusts administrator (the Administrator), and
in that role oversees and coordinates the activities of other service providers,
and monitors certain aspects of the Trusts operations. Pursuant to a
Sub-Administration Services Agreement dated January 1, 2009 (the Master
Services Agreement), the Administrator has retained Citi, whose address is 3435
Stelzer Road, Columbus, Ohio 43219-3035, as sub-administrator (the
Sub-Administrator). Citi served as the administrator (rather than
sub-administrator), through June 30, 2006. Management and administrative
services of the Administrator and Sub-Administrator include providing office
space, equipment and clerical personnel to the Fund and supervising custodial,
auditing, valuation, bookkeeping, regulatory and dividend disbursing services.
Pursuant to the Master Services
Agreement, Citi provides the Funds with various services, which include
sub-administration of the Trusts and the Funds. Citis services also include
certain regulatory and compliance services, as well as fund accounting and
transfer agency services. The Administrator and Citi provide certain persons
satisfactory to the Boards of Trustees to serve as officers of the Trusts. Such
officers, as well as certain other employees of the Trusts, may be directors,
officers or employees of the Administrator, Citi or their affiliates. Citi may
waive a portion of its fee.
The Administration Services Agreement
was renewed for the one (1) year period ending December 31, 2013, and may be
terminated upon not more than 60 days written notice by either party. The
Agreement provides that the Administrator shall not be liable to the Trusts
except for willful misfeasance, bad faith or negligence in the performance of
its duties or by reason of reckless disregard of its obligations and duties
under the Agreement. The Master Services Agreement and Sub-Administration
Services Agreement provide that Citi shall not be liable to the Trusts except
for willful misfeasance, bad faith or negligence in the performance of its
duties or by reason of reckless disregard of its obligations and duties under
the Agreements.
The administration fee primarily
consists of an asset-based fee accrued daily and paid monthly at an annual rate
of:
$0-$10 billion
|
|
0.0550%
|
$10 billion - $20
billion
|
|
0.0350%
|
$20
billion - $50 billion
|
|
0.0275%
|
In excess of $50 billion
|
|
|
0.0250%
|
The sub-administration fee primarily
consists of an asset-based fee payable
to Citi on
the first business day of each month, or at such times as Citi shall request, at
an annual rate of:
Up to $10
billion
|
|
0.0350%
|
$10 billion - $20 billion
|
|
0.0150%
|
$20 billion - $50
billion
|
|
0.0075%
|
In excess of $50 billion
|
|
0.0050%
|
73
Net assets shall be aggregated across
all series of the Trusts to determine a total fee for all Series of the Trust,
and each Fund or Portfolio shall be charged its pro rata share of such fee based
on the ratio of its net assets to the aggregate net assets of all Series of the
Trust. Assets in any Fund or Portfolio that invests in an Affiliated Underlying
Fund shall be counted (and a fee charged thereon) in either the Fund or the
Affiliated Underlying Fund, but not both, provided that fees on such assets may
be apportioned between the Fund or Portfolio and the Affiliated Underlying Fund.
For purposes of determining the fees payable for administrative services, the
value of each Fund or Portfolios net assets shall be computed in the manner
described in its governing documents (Declaration of Trust) or in its offering
documents (e.g., Prospectus or SAI, etc.) as from time to time in effect for the
computation of the value of such net assets in connection with the purchase and
redemption of shares.
The fee rate and breakpoints are
determined on the basis of the aggregate average daily net assets of the HSBC
Family of Funds, but the assets of the Underlying Portfolios that reflect assets
of Funds that invest in the Portfolios are not double-counted. The total
administration fee to be paid is allocated to each of the funds in the fund
complex based upon its proportionate share of the aggregate net assets of the
fund complex, and then allocated to each class of shares on a class basis. For
assets invested in the Underlying Portfolios or Affiliated Underlying Funds by
the Funds, the Portfolios or Affiliated Underlying Funds pay half of the
administration fee and the Funds pay half of the administration fee, for a
combination at the total fee rate set forth above.
For the fiscal years ended October 31,
2012, 2011 and 2010, the aggregate amount of administration fees paid directly
by the Funds was:
Fund*
|
2012
|
2011
|
2010
|
Growth Fund
|
$17,862
|
$17,109
|
$12,429
|
Opportunity Fund
|
$2,849
|
$3,169
|
$2,369
|
Advisor Opportunity Fund
|
$31,697
|
$30,908
|
$22,137
|
Aggressive Strategy Fund
|
$4,317
|
$4,093
|
$2,322
|
Balanced Strategy Fund
|
$12,773
|
$11,897
|
$6,681
|
Moderate Strategy Fund
|
$11,296
|
$10,844
|
$7,152
|
Conservative Strategy Fund
|
$5,272
|
$4,460
|
$2,524
|
Income Strategy Fund
|
$130
|
N/A
|
N/A
|
*
The amounts paid include fees paid by each respective Fund as well as the
Funds proportionate share of the amounts charged to the Underlying
Portfolio or the Affiliated Underlying Funds in which the Fund invests.
The Income Strategy Fund commenced operations on March 20,
2012.
|
TRANSFER AGENT
Under the Master Services Agreement,
Citi acts as transfer agent (Transfer Agent) for the Trusts. The Transfer
Agent maintains an account for each shareholder of record, performs other
transfer agency functions, and acts as dividend disbursing agent for the Trusts.
The principal business address of Citi is 3435 Stelzer Road, Columbus, OH
43219.
CUSTODIAN
Pursuant to a Custodian Agreement,
Northern Trust Company, 50 South LaSalle Street, Chicago, Illinois 60603, acts
as the custodian (Custodian) of each Funds assets. The Custodians
responsibilities include safeguarding and controlling each Funds cash and
securities, handling the receipt and delivery of securities, determining income
and collecting interest on each Funds investments, maintaining books of
original entry for portfolio and fund accounting and other required books and
accounts in order to calculate the daily NAV of Shares of each Fund. Securities
held for each Fund may be deposited into the Federal Reserve-Treasury Department
Book Entry System or the Depository Trust Company. The Custodian does not
determine the investment policies of the Funds or decide which securities will
be purchased or sold for a Fund. For its services, the Custodian receives such
compensation as may from time to time be agreed upon by it and the Trust.
74
FUND ACCOUNTING AGENT
Pursuant to the Master Services
Agreement, Citi also serves as fund accounting agent to each Fund. For the
fiscal year ended October 31, 2012, the aggregate amount of fund accounting fees
paid by the Funds was:
Fund
*
|
2012
|
Growth Fund
|
$24,050
|
Opportunity Fund
|
$19,049
|
Advisor Opportunity Fund
|
$9,000
|
Aggressive Strategy Fund
|
$23,057
|
Balanced Strategy Fund
|
$23,104
|
Moderate Strategy Fund
|
$23,116
|
Conservative Strategy Fund
|
$23,092
|
Income Strategy Fund
|
$19,147
|
*The Income Strategy Fund commenced operations on March 20,
2012.
|
SHAREHOLDER SERVICING AGENTS
The Trusts have entered into a
shareholder servicing agreement (a Servicing Agreement) with certain Servicing
Agents, including the Adviser, pursuant to which the Shareholder Servicing
Agent, as agent for its customers, among other things: answers customer
inquiries regarding account status and history, the manner in which purchases
and redemptions of shares of the Funds may be effected and certain other matters
pertaining to the Funds; assists shareholders in designating and changing
dividend options, account designations and addresses; provides necessary
personnel and facilities to establish and maintain shareholder accounts and
records; assists in processing purchase and redemption transactions; arranges
for the wiring of funds; transmits and receives funds in connection with
customer orders to purchase or redeem Shares; verifies and guarantees
shareholder signatures in connection with redemption orders and transfers and
changes in shareholder-designated accounts; furnishes (either separately or on
an integrated basis with other reports sent to a shareholder by a Shareholder
Servicing Agent) monthly and year-end statements and confirmations of purchases
and redemptions; transmits, on behalf of each Trust, proxy statements, annual
reports, updated prospectuses and other communications from each Trust to the
Funds shareholders; receives, tabulates and transmits to each Trust proxies
executed by shareholders with respect to meetings of shareholders of the Funds
or the Trusts; and provides such other related services as the Trusts or a
shareholder may request. Servicing Agents shall mean both Shareholder
Servicing Agents and securities brokers who have entered into a dealer agreement
or shareholder serving agreement on behalf of its customers (Securities
Brokers). Each Fund is authorized to pay a shareholder servicing fee up to
0.25%, on an annual basis, of the Funds average daily net assets attributable
to Class A, B and C Shares.
The Trusts understand that some
Shareholder Servicing Agents also may impose certain conditions on their
customers, subject to the terms of the Prospectus, in addition to or different
from those imposed by each Trust, such as requiring a different minimum initial
or subsequent investment, account fees (a fixed amount per transaction
processed), compensating balance requirements (a minimum dollar amount a
customer must maintain in order to obtain the services offered), or account
maintenance fees (a periodic charge based on a percentage of the assets in the
account or of the dividends paid on those assets). Each Shareholder Servicing
Agent has agreed to transmit to its customers who are holders of Shares
appropriate prior written disclosure of any fees that it may charge them
directly and to provide written notice at least 30 days prior to the imposition
of any transaction fees. Conversely, each Trust understands that certain
Shareholder Servicing Agents may credit to the accounts of their customers from
whom they are already receiving other fees amounts not exceeding such other fees
or the fees received by the Shareholder Servicing Agent from the Funds with
respect to those accounts.
75
For the fiscal years ended October 31,
2012, 2011 and 2010, each Fund paid the following shareholder servicing
expenses:
Fund*
|
2012
|
2011
|
2010
|
Growth Fund
|
$35,450
|
$44,297
|
$43,950
|
Opportunity Fund
|
$25,276
|
$28,234
|
$24,353
|
Aggressive Strategy Fund
|
$43,577
|
$43,353
|
$28,573
|
Balanced Strategy Fund
|
$128,445
|
$125,897
|
$82,799
|
Moderate Strategy Fund
|
$113,931
|
$114,749
|
$88,174
|
Conservative Strategy Fund
|
$52,963
|
$47,133
|
$31,060
|
Income Strategy Fund
|
$470
|
N/A
|
N/A
|
*
The Income Strategy Fund commenced operations on March 20,
2012.
|
FEDERAL BANKING LAW
The Gramm-Leach-Bliley Act of 1999
repealed certain provisions of the Glass-Steagall Act that had previously
restricted the ability of banks and their affiliates to engage in certain mutual
fund activities. Nevertheless, HSBC Banks and the Advisers activities remain
subject to, and may be limited by, applicable federal banking law and
regulations. HSBC Bank and the Adviser believe that they possess the legal
authority to perform the services for the Funds contemplated by the Prospectus,
this SAI, and the Advisory Contract without violation of applicable statutes and
regulations. If future changes in these laws and regulations were to limit the
ability of HSBC Bank and the Adviser to perform these services, the Board of
Trustees of each Trust would review the relationship with HSBC Bank and the
Adviser and consider taking all action necessary in the circumstances, which
could include recommending to shareholders the selection of another qualified
advisor or, if that course of action appeared impractical, that a Fund be
liquidated.
EXPENSES
Except for expenses paid by the Adviser
and the Distributor, each Fund bears all the costs of its operations. Expenses
attributable to a class (Class Expenses) shall be allocated to that class
only. Class Expenses with respect to the Class A Shares, Class B Shares, and
Class C Shares must include payments made pursuant to their respective
Distribution Plan and the Shareholder Services Plan. In the event a particular
expense is not reasonably allocable by class or to a particular class, it shall
be treated as a Fund expense or a Trust expense. Trust expenses directly related
to a Fund are charged to the Fund; other expenses are allocated proportionally
among all the portfolios of each Trust in relation to the NAV of the
portfolios.
DETERMINATION OF NET ASSET VALUE
The NAV of each of the shares is
determined once each day at the close of trading on the New York Stock Exchange
(Exchange), normally at 4 p.m. Eastern time on days the Exchange is open. The
Exchange is generally not open, and the Funds do not price their shares, on most
national holidays and on Good Friday.
Investments of the Funds for which
there are readily available and reliable market quotes or for which independent
pricing service pricing is appropriate are valued as follows:
General
Ø
All securities and other investments are valued based on the
market quotes from the broadest and most representative market for the
securities, or such other methodologies as are set forth below, including prices
provided by approved independent pricing services. All valuations are obtained
as of the time NAV is calculated on each Fund business day. Any securities and
other investments that cannot be priced according the methodologies set forth
below will be valued in accordance with fair valuation methodologies set forth
in the Prospectuses and applicable guidance on fair valuation. In this regard,
if a broker, dealer or market-maker quote is obtained but is reasonably believed
not to reflect market value based on all data
available (e.g., it is an outlier as compared to other quotes), it may be
discarded.
76
Equity securities
Ø
Exchange traded, domestic equity securities are valued at the
last sales price on a national securities exchange or, in the absence of
recorded sales, at the readily available closing bid price on such exchange.
Ø
Domestic equity securities that are not traded on an exchange
are valued at the quoted bid price in the over-the-counter market.
Ø
Exchange traded, foreign equity securities are valued in the
appropriate currency at the last quoted sale price.
Ø
Foreign equity securities that are not exchange traded are
valued in the appropriate currency at the average of the quoted bid and asked
prices in the over-the-counter market.
Debt securities
Ø
Debt securities with remaining maturities of less than 60 days
may be valued at amortized cost or at original cost plus interest.
Ø
Other debt securities are valued at the bid price as of the
time NAV is determined, as determined by a pricing service that determines
valuations based upon market transactions for normal, institutional-size trading
units of similar securities, as well as yield, quality, coupon rate, maturity,
type of issue, trading characteristics and other market data, without exclusive
reliance on quoted prices or exchange or over-the-counter prices.
Registered investment
companies
Ø
Shares of exchange traded and closed-end registered investment
companies are valued in the same manner as other equity securities.
Ø
Mutual funds are valued at their NAVs, as reported to the
investment adviser or its agent.
Foreign
currencies
Ø
Foreign currencies are valued at the last quoted foreign
exchange bid quotation against the U.S. dollar from an approved independent
pricing service.
Ø
The value of Fund assets and liabilities denominated in
currencies other than the U.S. dollar are translated into their U.S. dollar
equivalent values at such latest foreign exchange bid quotation.
Futures contracts
Ø
Futures contracts are valued at their settlement price on the
exchange on which they are traded.
Foreign currency forward
contracts
Ø
Foreign currency forward contracts are valued at the current
days interpolated foreign exchange rate, as calculated using the current days
spot rate, and the thirty, sixty, ninety and one-hundred eighty day forward
rates and converted to U.S. dollars at the exchange rate of such currencies
against the U.S. dollar,
as of the close of regular trading on the New York Stock Exchange (usually 4:00
p.m. Eastern Time), as provided by an approved independent pricing service.
77
Repurchase
agreements
Ø
Repurchase agreements are valued at
original cost.
Derivatives
Ø
Swap Agreements
(other than equity index swaps) are valued:
(a) using a valuation provided by an approved
independent pricing service.
(b) in the absence of such a
valuation, the price at which the counterparty would settle or repurchase the
instrument.
(c) if a price is not
available from an approved pricing agent or counterparty, based upon quotations
obtained from broker-dealers or market makers.
(i)
If
prices are available from two or more dealers, brokers or market makers, the
value shall be the mean of the quotations obtained from these sources.
(ii)
If prices are available from only one dealer, broker or market maker, the
value shall be the quotation provided.
Ø
Equity Index Swaps
Equity index
swap contracts are valued at the closing price of the respective index
mathematically based on prices for the indexs constituent securities provided
by one or more independent pricing services.
Ø
Other over the counter (OTC) traded derivatives.
(a) Options
and other derivative contracts (other than swaps as set forth above) on
securities, currencies and other financial instruments traded in the OTC market
are valued at prices supplied by an approved independent pricing service.
(b) In the
absence of such a value, such derivatives contracts are valued at the marked
to-market price (or the evaluated price if a marked-to-market price is not
available) provided by the broker-dealer with which the option was traded (who
may also be the counterparty).
Interest income on long-term
obligations in a Funds portfolio is determined on the basis of interest accrued
plus amortization of original issue discount (generally, the difference
between issue price and stated redemption price at maturity) and premiums
(generally, the excess of purchase price over stated redemption price at
maturity). Interest income on short-term obligations is determined on the basis
of interest accrued plus amortization of premium.
The accounting records of a Fund are
maintained in U.S. dollars. The market value of investment securities, other
assets and liabilities and forward contracts denominated in foreign currencies
are translated into U.S. dollars at the prevailing exchange rates at the end of
the period. Purchases and sales of securities, income receipts, and expense
payments are translated at the exchange rate prevailing on the respective dates
of such transactions. Reported net realized gains and losses on foreign currency
transactions represent net gains and losses from sales and maturities of forward
currency contracts, disposition of foreign currencies, currency gains and losses
realized between the trade and settlement dates on securities
transactions and the difference between the amount of net investment income
accrued and the U.S. dollar amount actually received.
78
The problems inherent in making a good
faith determination of value are recognized in the codification effected by SEC
Financial Reporting Release No. 1 (FRR 1 (formerly Accounting Series Release
No. 113)) which concludes that there is no automatic formula for calculating
the value of restricted securities. It recommends that the best method simply is
to consider all relevant factors before making any calculation. According to FRR
1 such factors would include consideration of the type of security involved,
financial statements, cost at date of purchase, size of holding, discount from
market value of unrestricted securities of the same class at the time of
purchase, special reports prepared by analysts, information as to any
transactions or offers with respect to the security, existence of merger
proposals or tender offers affecting the security, price and extent of public
trading in similar securities of the issuer or comparable companies, and other
relevant matters.
To the extent that a Fund purchases
securities that are restricted as to resale or for which current market
quotations are not available, the Adviser will value such securities based upon
all relevant factors as outlined in FRR 1.
Subject to each Trusts compliance with
applicable regulations, the Trusts on behalf of each Fund have reserved the
right to pay the redemption or repurchase price of shares, either totally or
partially, by a distribution in-kind of portfolio securities (instead of cash),
as applicable. The securities so distributed would be valued at the same amount
as that assigned to them in calculating the NAV for the shares being sold. If a
shareholder received a distribution in-kind, the shareholder could incur
brokerage or other charges in converting the securities to cash. Each Trust will
redeem Fund shares in-kind only if it has received a redemption in-kind from a
Portfolio and therefore shareholders of a Fund that receive redemptions in-kind
will receive securities of the portfolio. The Portfolios have advised each Trust
that the Portfolios will not redeem in-kind except in circumstances in which a
Fund is permitted to redeem in-kind.
PURCHASE OF SHARES
Shares may be purchased through the
Funds, Shareholder Servicing Agents or Securities Brokers. Shares may be
purchased at their NAV next determined after an order is transmitted to and
accepted by the Transfer Agent or is received by a Shareholder Servicing Agent
or a Securities Broker if it is transmitted to and accepted by the Transfer
Agent. Purchases are effected on the same day the purchase order is received by
the Transfer Agent provided such order is received prior to 4:00 p.m., New York
time, on any day in which regular trading occurs on the New York Stock Exchange
(Fund Business Day). Each Shareholder Servicing Agent or Securities Broker is
responsible for and required to promptly forward orders for shares to the
Transfer Agent.
All purchase payments are invested in
full and fractional Shares. Each Trust reserves the right to cease offering
Shares for sale at any time or to reject any order for the purchase of Shares.
While there is no sales load on
purchases of Class B Shares and Class C Shares, the Distributor may receive fees
from the Funds. Other funds which have investment objectives similar to those of
a Fund but which do not pay some or all of such fees from their assets may offer
a higher yield.
An investor may purchase Shares through
the Funds directly or by authorizing his Shareholder Servicing Agent or
Securities Broker to purchase such Shares on his behalf through the Transfer
Agent.
Certain clients of the Adviser whose
assets would be eligible for purchase by the Funds may purchase shares of the
Trusts with such assets. Assets purchased by the Funds will be subject to
valuation and other procedures by the Board of Trustees.
The following information supplements
and should be read in conjunction with the sections in the Funds Prospectuses
entitled Purchasing and Adding to Your Shares and Distribution
Arrangements/Sales Charges. The Prospectuses contain a general description of
how investors may buy shares of the Funds and states whether a Fund offers more
than one class of shares. Class A Shares are generally sold with a sales charge
payable at the time of purchase. The Prospectuses contain a table of applicable
contingent deferred sales charges (CDSCs). After being held for six years,
Class B Shares will automatically convert into Class A Shares, which are not
subject to sales charges, or a CDSC. After being
held for five years, Class C Shares of the World Selection Funds will
automatically convert into Class A Shares, which are not subject to sales
charges, or a CDSC. Class B and C Shares are offered without an initial sales
charge. The Funds may sell shares without a sales charge or CDSC pursuant to
special purchase plans the Trusts sign.
79
When purchasing Fund shares, you must
specify which Class is being purchased. The decision as to which Class of shares
is most beneficial to you depends on the amount and the intended length of your
investment. You should consider whether, during the anticipated life of your
investment in a Fund, the accumulated distribution fee, service fee and CDSC, if
any, on Class B Shares or Class C Shares would be less than the accumulated
distribution fee and initial sales charge on Class A Shares purchased at the
same time, and to what extent, if any, such differential would be offset by the
return on Class A Shares respectively. Additionally, investors qualifying for
reduced initial sales charges who expect to maintain their investment for an
extended period of time might consider purchasing Class A Shares because the
accumulated continuing distribution and service fees on Class B or Class C
Shares exceed the accumulated distribution fee and initial sales charge on Class
A Shares during the life of the investment. Finally, you should consider the
effect of the CDSC period and any conversion rights of the Classes in the
context of your own investment time frame. For example, while Class C Shares
have a shorter CDSC period than Class B Shares, Class C Shares of all Funds
except the World Selection Funds do not have a conversion feature and,
therefore, are subject to ongoing distribution and service fees. Thus, Class B
Shares may be more attractive than Class C Shares to investors with longer term
investment outlooks. Generally, Class A Shares will be most appropriate for
investors who invest substantial amounts (e.g. over $50,000) in Fund shares.
Shares of the Funds are offered on a
continuous basis at NAV, plus any applicable sales charge, by the Distributor as
an investment vehicle for institutions, corporations, fiduciaries and
individuals.
The sales load on Class A Shares does
not apply in any instance to reinvested dividends or distributions.
From time to time, dealers who receive
dealer discounts and broker commissions from the Distributor may reallow all or
a portion of such dealer discounts and broker commissions to other dealers or
brokers. Dealers may not use sales of a Funds Shares to qualify for the
compensation to the extent such may be prohibited by the laws of any state or
any self-regulatory agency, such as FINRA. None of the aforementioned
compensation is paid for by the Funds or their shareholders.
Stock certificates will not be issued
with respect to the shares. The Transfer Agent shall keep accounts upon the book
of each Trust for recordholders of such shares.
EXCHANGE PRIVILEGE
By contacting the Transfer Agent or his
Shareholder Servicing Agent or his Securities Broker, a shareholder of each Fund
may exchange some or all of his Shares for shares of a corresponding class of
one or more of the HSBC Funds. The Class A, B and C Shares of the Short Duration
Fund and Equity Funds are referred to as the Retail Classes. By contacting the
Transfer Agent or his Shareholder Servicing Agent or his Securities Broker, a
shareholder of the Retail Classes may exchange some or all of his Shares at NAV
without a sales charge for Shares of the same class offered with the same or
lower sales charge by any of the Trusts other Funds. Exchanges for Shares with
a higher sales charge may be made upon payment of the sales charge differential.
An investor will receive Class A Shares
of a Fund in exchange for Class A Shares of other HSBC Funds, unless the
investor is eligible to receive Class D Shares of the Money Market Funds, in
which case the investor will receive Class D Shares of a Money Market Fund in
exchange for Class A Shares of an HSBC Fund. Class B Shares, Class C Shares, and
Class I Shares may be exchanged for shares of the same class of one or more of
the HSBC Funds at NAV without a front-end sales charge provided that the amount
to be exchanged meets the applicable minimum investment requirements and the
exchange is made in states where it is legally authorized. Holders of Class B
Shares may not exchange their Shares for shares of any other class. Exchanges
into Class A Shares may be made upon payment of the applicable sales charge,
unless otherwise exempt. Shareholders of Class A Shares of the Fund who are
shareholders as of December 31, 1997 will be grandfathered with respect to the
HSBC Funds and will be exempt from having to pay a sales charge on any new
purchases of Class A Shares of the Fund. An exchange of Class B Shares or Class
C Shares will not affect the holding period of the Class B Shares or Class C
Shares for purposes of determining the CDSC, if any,
upon redemption. An exchange may result in a change in the number of Shares
held, but not in the value of such Shares immediately after the exchange. Each
exchange involves the redemption of the Shares to be exchanged and the purchase
of the shares of the other HSBC Funds, which may produce a gain or loss for tax
purposes.
80
The exchange privilege (or any aspect
of it) may be changed or discontinued upon 60 days written notice to
shareholders and is available only to shareholders in states in which such
exchanges may be legally made. A shareholder considering an exchange should
obtain and read the prospectus of the other HSBC Funds and consider the
differences in investment objectives and policies before making any
exchange.
An exchange is considered a sale of
shares and may result in a capital gain or loss for federal income tax purposes.
A Shareholder wishing to exchange his or her Shares may do so by contacting the
Trusts at 800-782-8183, by contacting his or her broker-dealer or by providing
written instruction to the Trust.
IN-KIND PURCHASES
The Trusts, in their discretion, may
permit purchases of Fund shares by means of in-kind contributions of portfolio
securities under certain circumstances. An in-kind contribution must be made in
the form of securities that are permissible investments for the Funds as
described in the Prospectus. In connection with an in-kind securities purchase,
the Funds will require, among other things, that the securities be valued in the
same manner as they would be valued for purposes of computing a Funds NAV; that
the Funds receive satisfactory assurances that they will have good and
marketable title to the securities received by them; and that the securities be
in proper form for transfer to the Funds. In addition, the Funds generally will
not accept securities of any issuer unless they are liquid, have a readily
ascertainable market value, and are not subject to restrictions on resale.
The Funds will not be liable for any
brokerage commission or fee (except for customary transfer fees) in connection
with an in-kind purchase of Fund shares. Your broker may impose a fee in
connection with processing your in-kind purchase of Fund shares. An investor
contemplating an in-kind purchase of Fund shares should consult his or her tax
adviser to determine the tax consequences under Federal and state law of making
such a purchase.
AUTOMATIC INVESTMENT PLAN
The Trusts offer a plan for regularly
investing specified dollar amounts ($25.00 minimum in monthly, quarterly,
semi-annual or annual intervals) in the Funds. If an Automatic Investment Plan
is selected, subsequent investments will be automatic and will continue until
such time as the Trusts and the investors bank are notified in writing to
discontinue further investments. Due to the varying procedures to prepare,
process and forward the bank withdrawal information to the Trusts, there may be
a delay between the time of bank withdrawal and the time the money reaches the
Funds. The investment in the Funds will be made at the NAV per share determined
on the Fund Business Day that both the check and the bank withdrawal data are
received in required form by the Transfer Agent. Further information about the
Automatic Investment Plan may be obtained from Citi at the telephone number
listed on the front cover.
For further information on how to
purchase Shares, an investor should contact the Funds directly at HSBC Funds, PO
Box 182845, Columbus, Ohio 43218-2845 or by calling 1-800-782-8183.
PURCHASES THROUGH A SHAREHOLDER
SERVICING AGENT OR A SECURITIES BROKER
Shares are being offered to the public,
to customers of a Shareholder Servicing Agent and to customers of a Securities
Broker. Shareholder Servicing Agents and Securities Brokers may offer services
to their customers, including specialized procedures for the purchase and
redemption of Shares, such as pre- authorized or automatic purchase and
redemption programs. Each Shareholder Servicing Agent and Securities Broker may
establish its own terms, conditions and charges, including limitations on the
amounts of transactions, with respect to such services. Charges for these
services may include fixed annual fees, account maintenance fees and minimum
account balance requirements. The effect of any such fees will be to reduce the
net return on the investment of customers of that Shareholder Servicing Agent or
Securities Broker. Conversely, certain Servicing Agents may (although they are
not required by the Trusts to do so) credit to the accounts of their customers
from whom they are already receiving other fees amounts
not exceeding such other fees or the fees received by the Servicing Agent and
Securities Broker from the Funds, which will have the effect of increasing the
net return on the investment of such customers of those Servicing Agents and
Securities Brokers.
81
Shareholder Servicing Agents and
Securities Brokers may transmit purchase payments on behalf of their customers
by wire directly to the Funds custodian bank by following the procedures
described above.
For further information on how to
direct a Securities Broker or a Shareholder Servicing Agent to purchase Shares,
an investor should contact his Securities Broker or his Shareholder Servicing
Agent.
SALES CHARGES
CLASS A SHARES
The public offering price of the Class
A Shares of the Funds equals NAV plus the applicable sales charge. The
Distributor receives this sales charge and may reallow it as dealer discounts
and brokerage commissions as follows:
Equity Funds, Global Funds and World
Selection Funds (except Income Strategy Fund)
|
Sales Charges as a
|
|
|
Percentage of Offering
|
Percentage of Net Amount
|
Size of
Transaction at Offering Price
|
Price
|
Invested
|
Less than $50,000
|
5.00%
|
5.26%
|
$50,000 but less than $100,000
|
4.50%
|
4.71%
|
$100,000 but less than $250,000
|
3.75%
|
3.90%
|
$250,000 but less than $500,000
|
2.50%
|
2.56%
|
$500,000 but less than $1,000,000
|
2.00%
|
2.04%
|
$1,000,000 and over
|
None
|
None
|
Short Duration Fund and Income
Strategy Fund
|
Sales Charges as a
|
|
Size of Transaction at
Offering
|
Percentage of Offering
|
Percentage of Net Amount
|
Price
|
Price
|
Invested
|
Less than $50,000
|
4.75%
|
4.99%
|
$50,000 but less than $100,000
|
4.25%
|
4.44%
|
$100,000 but less than $250,000
|
3.50%
|
3.63%
|
$250,000 but less than $500,000
|
2.50%
|
2.56%
|
$500,000 but less than $1,000,000
|
2.00%
|
2.04%
|
$1,000,000 and over
|
None
|
None
|
SALES CHARGE WAIVERS
The Funds may waive sales charges for
the purchase of Class A Shares of the Funds by or on behalf of: (1) purchasers
for whom HSBC or one of its affiliates acts in a fiduciary, advisory, custodial
or similar capacity, (2) employees and retired employees (including spouses,
children and parents of employees and retired employees) of HSBC, and any
affiliates thereof, (3) Trustees of the Trusts, (4) directors and retired
directors (including spouses and children of directors and retired directors) of
HSBC and any affiliates thereof, (5) purchasers who use proceeds from an account
for which HSBC or one of its affiliates acts in a fiduciary, advisory, custodial
or similar capacity, to purchase Class A Shares of the Fund, (6) brokers,
dealers and agents who have a selling agreement with the Distributor, and their
employees (and the immediate family members of such individuals), (7) investment
advisers or financial planners that place trades for their own accounts or the
accounts of eligible clients and that charge a fee for their services, and
clients of such investment advisers or financial planners who place trades for
their own accounts if such accounts are linked to the master account of the
investment adviser or financial planner on the books and records of a broker or
agent, (8) orders placed on behalf of other investment companies distributed by
Foreside or its affiliated companies, and (9) shares
purchased by tax-qualified employee benefit plans. The Funds may also waive
sales charges for the purchase of Class A Shares that were subject to a sales
charge, sales charges for the purchase of the Funds Class A Shares with the
proceeds from the recent redemption of Class B Shares, or sales charges for the
purchase of Class C Shares of the Funds. The purchase must be made within 60
days of the redemption, and the Transfer Agent must be notified in writing by
the investor, or by his or her financial institution, at the time the purchase
is made. A copy of the investors account statement showing such redemption must
accompany such notice. To receive a sales charge waiver in conjunction with any
of the above categories, shareholders must, at the time of purchase, give the
Transfer Agent sufficient information to permit confirmation of qualification.
82
CONCURRENT PURCHASES
For purposes of qualifying for a lower
sales charge, investors have the privilege of combining concurrent purchases
of Class A Shares of any fund in the HSBC Family of Funds. For example, if a
shareholder concurrently purchases Class A Shares in one of the Funds of the
Trusts sold with a sales charge at the total public offering price of $25,000
and Class A Shares in another Fund sold with a sales charge at the total public
offering price of $75,000, the sales charge would be that applicable to a
$100,000 purchase as shown in the appropriate table above. The investors
concurrent purchases described above shall include the combined purchases of
the investor, the investors spouse and children under the age of 21 and the
purchasers retirement plan accounts. To receive the applicable public offering
price pursuant to this privilege, shareholders must, at the time of purchase,
give the Transfer Agent sufficient information to permit confirmation of
qualification. This privilege, however, may be modified or eliminated at any
time or from time to time by the Trusts without notice.
LETTER OF INTENT
An investor may obtain a reduced sales
charge by means of a written Letter of Intent, which expresses the intention of
such investor to purchase Class A Shares of the Funds at a designated total
public offering price within a designated 13-month period. Each purchase of
Class A Shares under a Letter of Intent will be made at the NAV plus the sales
charge applicable at the time of such purchase to a single transaction of the
total dollar amount indicated in the Letter of Intent (the Applicable Sales
Charge). A Letter of Intent may include purchases of Class A Shares made not
more than 90 days prior to the date such investor signs a Letter of Intent;
however, the 13-month period during which the Letter of Intent is in effect will
begin on the date of the earliest purchase to be included. An investor will
receive as a credit against his/her purchase(s) of Class A Shares during this
90-day period at the end of the 13-month period, the difference, if any, between
the sales load paid on previous purchases qualifying under the Letter of Intent
and the Applicable Sales Charge.
A Letter of Intent is not a binding
obligation upon the investor to purchase the full amount indicated. The minimum
initial investment under a Letter of Intent is 5% of such amount. Class A Shares
purchased with the first 5% of such amount will be held in escrow (while
remaining registered in the name of the investor) to secure payment of the
higher sales charge applicable to the Class A Shares actually purchased if the
full amount indicated is not purchased, and such escrowed Class A Shares will be
involuntarily redeemed to pay the additional sales charge, if necessary.
Dividends on escrowed Class A Shares, whether paid in cash or reinvested in
additional Class A Shares, are not subject to escrow. The escrowed Class A
Shares will not be available for disposal by the investor until all purchases
pursuant to the Letter of Intent have been made or the higher sales charge has
been paid. When the full amount indicated has been purchased, the escrow will be
released. To the extent that an investor purchases more than the dollar amount
indicated in the Letter of Intent and qualifies for a further reduced sales
charge, the sales charge will be adjusted for the entire amount purchased at the
end of the 13-month period. The difference in sales charge will be used to
purchase additional Class A Shares of the Fund at the then-current public
offering price subject to the rate of sales charge applicable to the actual
amount of the aggregate purchases. For further information about Letters of
Intent, interested investors should contact the Trusts at 1-800-782-8183. This
program, however, may be modified or eliminated at any time or from time to time
by the Trusts without notice.
RIGHT OF ACCUMULATION
Pursuant to the right of accumulation,
investors are permitted to purchase Class A Shares of the Funds at the public
offering price applicable to the total of: (a) the total public offering price
of the Class A Shares of the Funds then being purchased;
plus (b) an amount equal to the then-current NAV of the purchasers combined
holdings of the Class A Shares of the Funds that were subject to a sales
charge, and any Class B Shares and/or Class C Shares held. Class A Shares sold
to purchasers for whom HSBC or one of its affiliates acts in a fiduciary,
advisory, custodial (other than retirement accounts), agency, or similar
capacity are not presently subject to a sales charge. The purchasers combined
holdings described above shall include the combined holdings of the purchaser,
the purchasers spouse and children under the age of 21 and the purchasers
retirement plan accounts. To receive the applicable public offering price
pursuant to the right of accumulation, shareholders must, at the time of
purchase, give the Transfer Agent sufficient information to permit confirmation
of qualification. This right of accumulation, however, may be modified or
eliminated at any time or from time to time by the Trusts without notice.
83
CONTINGENT DEFERRED SALES CHARGE
(CDSC) - CLASS B SHARES
Class B Shares of the Funds, which are
redeemed less than four years after purchase, will be subject to a CDSC. The
CDSC will be based on the lesser of the NAV at the time of purchase of the Class
B Shares being redeemed or the NAV of such Shares at the time of redemption.
Accordingly, a CDSC will not be imposed on amounts representing increases in NAV
above the NAV at the time of purchase. In addition, a CDSC will not be assessed
on Class B Shares purchased through reinvestment of dividends or capital gains
distributions.
Solely for purposes of determining the
amount of time that has elapsed from the time of purchase of any Class B Shares,
all purchases during a month will be aggregated and deemed to have been made on
the last day of the month. In determining whether a CDSC is applicable to a
redemption, the calculation will be made in the manner that results in the
lowest possible charge being assessed. If an investor sells some but not all his
or her Class B Shares, shares not subject to the CDSC (i.e., shares purchased
with reinvested dividends) will be redeemed first, followed by shares subject to
the lowest CDSC (typically shares held for the longest time).
Class B Shares of the Funds may be
purchased for individual accounts only in amounts of less than $100,000. There
is no sales charge imposed upon purchases of Class B Shares, but investors may
be subject to a CDSC. In such cases, the CDSC will be:
|
CDSC as a Percentage of Dollar
|
Years Since
Purchase
|
Amount Subject to Charge
|
0-1
|
4.00%
|
1-2
|
3.00%
|
2-3
|
2.00%
|
3-4
|
1.00%
|
More than 4
|
None
|
The CDSC is waived on redemptions of
Class B Shares (i) following the death or disability (as defined in the Internal
Revenue Code of 1986 (the Code)) of a Shareholder, (ii) to the extent that the
redemption represents a minimum required distribution from an IRA or a Custodial
Account under Code Section 403(b)(7) to a Shareholder who has reached age 70
1/2, and (iii) to the extent the redemption represents the minimum required
distribution from retirement plans under Code Section 401(a) where such
redemptions are necessary to make distributions to plan participants.
CONVERSION FEATURE - CLASS B
SHARES
Class B Shares of the Funds will
convert automatically to Class A Shares of the same Fund after six years from
the beginning of the calendar month in which the Class B Shares were originally
purchased. After conversion, the shares will be subject to the lower
distribution and shareholder servicing fees charged on Class A Shares, which
will increase the shareholders investment return compared to the Class B
Shares. A shareholder will not pay any sales charge or fees when his or her
shares convert, nor will the transaction be subject to any tax. If an investor
purchased Class B Shares of one Fund, which he or she exchanged for Class B
Shares of another Fund, the holding period will be calculated from the time of
the original purchase of Class B Shares. The dollar value of Class A Shares the
investor receives will equal the dollar value of the Class B Shares converted.
84
CONVERSION FEATURE - CLASS C SHARES OF
THE WORLD SELECTION FUNDS
Class C Shares of the World Selection
Funds will convert automatically to Class A Shares of the same Fund after five
years from the beginning of the calendar month in which the Class C Shares were
originally purchased. After conversion, the shares will be subject to the lower
distribution and shareholder servicing fees charged on Class A Shares, which
will increase the shareholders investment return compared to the Class C
Shares. A shareholder will not pay any sales charge or fees when his or her
shares convert, nor will the transaction be subject to any tax. If an investor
purchased Class C Shares of one Fund, which he or she exchanged for Class C
Shares of another Fund, the holding period will be calculated from the time of
the original purchase of Class C Shares. The dollar value of Class A Shares the
investor receives will equal the dollar value of the Class C Shares converted.
LEVEL LOAD ALTERNATIVE - CLASS C
SHARES
Class C Shares of the Funds may be
purchased for individual accounts normally in amounts of less than $100,000.
Class C Shares of the Funds are sold at NAV without an initial sales charge but
are subject to a CDSC of 1.00% on most redemptions made within one year after
purchase (calculated from the last day of the month in which the shares were
purchased). The CDSC will be assessed on an amount equal to the lesser of the
current market value or the cost of the shares being redeemed. The CDSC will not
be imposed in the circumstances set forth above in the section Contingent
Deferred Sales Charge (CDSC) -- Class B Shares except that the references to
three years and four years in the first paragraph of that section shall mean one
year in the case of Class C Shares. Class C Shares are subject to an annual
12b-1 fee of up to 1.00% of the average daily net assets of the Class. Unlike
Class B Shares, Class C Shares of all Funds except the World Selection Funds
have no conversion feature and, accordingly, an investor that purchases Class C
Shares will be subject to 12b-1 fees applicable to Class C Shares for an
indefinite period subject to annual approval by each Funds Board of Trustees
and regulatory limitations.
The higher fees mean a higher expense
ratio, so Class C Shares pay correspondingly lower dividends and may have a
lower NAV than Class A Shares. Broker-dealers and other financial intermediaries
whose clients have purchased Class C Shares may receive a trailing commission
equal to 1.00% of the average daily NAV of such shares on an annual basis held
by their clients more than one year from the date of purchase. Trailing
commissions will commence immediately with respect to shares eligible for
exemption from the CDSC normally applicable to Class C Shares.
REDEMPTION OF SHARES
A shareholder may redeem all or any
portion of the shares in his account at any time at the NAV next determined
after a redemption order in good order is furnished by the shareholder to the
Transfer Agent, with respect to shares purchased directly through the Funds, or
to his Securities Broker or his Shareholder Servicing Agent, and is transmitted
to and received by the Transfer Agent. Class A Shares, Class I Shares, Class S
Shares, and Class Y Shares may be redeemed without charge while Class B Shares
and Class C Shares may be subject to a CDSC. See Contingent Deferred Sales
Charge (CDSC) -- Class B Shares and Level Load Alternative -- Class C
Shares above. Redemptions are effected on the same day the redemption order is
received by the Transfer Agent provided such order is received prior to the
close of trading on the Exchange, on any Fund Business Day. See Determination
of Net Asset Value above. Shares redeemed earn dividends up to and including
the day prior to the day the redemption is effected.
The proceeds of a redemption are
normally paid from each Fund in U.S. dollars within a week following the date on
which the redemption is effected. The Funds may suspend the right of redemption
and postpone for more than seven days the date of payment upon redemption: (i)
during periods when the Exchange is closed other than for weekends and certain
holidays or when trading on such Exchange is restricted; (ii) during periods in
which, as a result of emergency, disposal, or evaluation of the NAV of the
portfolio securities is not reasonably practicable; or (iii) for such other
periods as the SEC may permit. To be in a position to eliminate excessive
expenses, the Trusts reserve the right to redeem upon not less than 30 days
notice all shares in an account which has a value below $50, provided that such
involuntary redemptions will not result from fluctuations in the value of Fund
shares. A shareholder will be allowed to make additional investments prior to
the date fixed for redemption to avoid liquidation of the account.
85
Unless shares have been purchased
directly from the Funds, a shareholder may redeem shares only by authorizing his
Securities Broker, if applicable, or his Shareholder Servicing Agent to redeem
such Shares on his behalf (since the account and records of such a shareholder
are established and maintained by his Securities Broker or his Shareholder
Servicing Agent). For further information as to how to direct a Securities
Broker or a Shareholder Servicing Agent to redeem shares, a shareholder should
contact his Securities Broker or his Shareholder Servicing Agent.
The Board of Trustees of the Trusts has
adopted Redemption-in-Kind Procedures that provide that redemptions by
affiliated shareholders may be satisfied by the distribution of portfolio
securities in-kind, reflecting the shareholders proportionate interest in the
relevant Fund, subject to certain adjustments. The Board of Trustees, including
a majority of the Trustees who are not interested persons of the Trust, is
required under the Procedures to determine no less frequently than quarterly
that all redemptions-in-kind to affiliated shareholders made during the
preceding quarter (if any): (a) were effected in accordance with the procedures;
(b) did not favor the affiliated shareholder to the detriment of any other
shareholder, and, in the context of a registered Feeder Fund's
redemption-in-kind from a Portfolio, the redemption also did not favor the
Portfolio to the detriment of the Feeder Fund; and (c) were in the best
interests of the distributing Fund or Portfolio.
Redemption proceeds are generally paid
in cash, but the Funds reserve the right to pay all or part of any redemption
proceeds in-kind. However, the Funds have made an election pursuant to Rule
18f-1 under the 1940 Act to redeem shares of each Fund solely in cash up to the
lesser of $250,000 or 1.00% of the NAV of the Fund during any 90-day period for
any one shareholder. The Funds reserve the right to pay all or part of other
redemptions by a distribution of portfolio securities in kind from the
applicable Funds portfolio. The securities distributed in kind would be valued
at the same value as that assigned to them in calculating the NAV of the shares
being redeemed. In the event a shareholder receives an in-kind distribution of
portfolio securities, it would be the responsibility of the shareholder to
dispose of the securities. The shareholder would be subject to the risks that
the value of the securities would decline prior to their sale, that it would be
difficult to sell the securities, and that brokerage fees could be incurred.
SYSTEMATIC WITHDRAWAL PLAN
Any shareholder who owns shares with an
aggregate value of $10,000 or more may establish a Systematic Withdrawal Plan
under which he redeems at NAV the number of full and fractional shares that will
produce the monthly, quarterly, semi-annual or annual payments specified
(minimum $50.00 per payment). Depending on the amounts withdrawn, systematic
withdrawals may deplete the investors principal. Investors contemplating
participation in this Systematic Withdrawal Plan should consult their tax
advisers. No additional charge to the shareholder is made for this service.
REDEMPTION OF SHARES PURCHASED DIRECTLY
THROUGH THE FUNDS
Redemption by
Letter.
Redemptions may be made by letter to
the Transfer Agent specifying the dollar amount or number of shares to be
redeemed, account number and the Fund. The letter must be signed in exactly the
same way the account is registered (if there is more than one owner of the
Shares, all must sign). In connection with a written redemption request, all
signatures of all registered owners or authorized parties must be guaranteed by
an Eligible Guarantor Institution, which includes a domestic bank, broker,
dealer, credit union, national securities exchange, registered securities
association, clearing agency or savings association. The Funds transfer agent,
however, may reject redemption instructions if the guarantor is neither a member
nor a participant in a signature guarantee program (currently known as STAMP,
SEMP, or NYSE MSP). Corporations, partnerships, trusts or other legal
entities may be required to submit additional documentation.
Redemption by Wire or
Telephone.
An investor may redeem shares of
the Funds by wire or by telephone if he has checked the appropriate box on the
Purchase Application or has filed a Telephone Authorization Form with the
Trusts. These redemptions may be paid from the applicable Fund by wire or by
check. The Trusts reserve the right to refuse telephone wire redemptions and may
limit the amount involved or the number of telephone redemptions. The telephone
redemption procedure may be modified or discontinued at any time by the Trusts.
Instructions for wire redemptions are set forth in the Purchase Application. The
Trusts employ reasonable procedures to confirm that
instructions communicated by telephone are genuine. For instance, the following
information must be verified by the shareholder or securities broker at the time
a request for a telephone redemption is effected: (1) shareholders account
number; (2) shareholders social security number; and (3) name and account
number of shareholders designated securities broker or bank. If either Trust
fails to follow these or other established procedures, it may be liable for any
losses due to unauthorized or fraudulent instructions.
86
RETIREMENT PLANS
Shares of the Funds are offered in
connection with tax-deferred retirement plans. Application forms and further
information about these plans, including applicable fees, are available from the
Trust or the Sponsor upon request. The tax law governing tax-deferred retirement
plans is complex and changes frequently. Before investing in the Fund through
one or more of these plans, an investor should consult his or her tax adviser.
INDIVIDUAL RETIREMENT ACCOUNTS (IRAs)
Shares of the Fund may be used as a
funding medium for an IRA. An Internal Revenue Service-approved IRA plan may be
available from an investors Servicing Agent. In any event, such a plan is
available from the Sponsor naming Citi as custodian. The minimum initial
investment for an IRA is $250; the minimum subsequent investment is $100. In
general, IRAs are available to individuals who receive compensation or earned
income and their spouses whether or not they are active participants in a tax-
qualified or Government-approved retirement plan. In general, an IRA
contribution by an individual who participates, or whose spouse participates, in
a tax-qualified or Government-approved retirement plan may not be deductible, in
whole or in part, depending upon the individuals income. Individuals also may
establish an IRA to receive a rollover contribution of distributions from
another IRA or a qualified plan. Tax advice should be obtained before planning a
rollover or determining contribution limits.
DEFINED CONTRIBUTION PLANS
Investors who are self-employed may
purchase shares of the Funds for retirement plans for self-employed persons that
are known as defined contribution plans (formerly Keogh or H.R. 10 Plans). HSBC
offers a prototype plan for money purchase and profit sharing defined
contribution plans. The rules governing these plans are complex, and a tax
adviser should be consulted.
SECTION 457 PLAN, 401(K) PLAN, 403(B)
PLAN
The Funds may be used as investment
vehicles for certain deferred compensation plans provided for by Section 457 of
the Code with respect to service for state governments, local governments, rural
electric cooperatives and political subdivisions, agencies, instrumentalities,
tax-exempt organizations and certain affiliates of such entities. The Funds may
also be used as investment vehicles for both 401(k) plans and 403(b)
plans.
DIVIDENDS AND DISTRIBUTIONS
Generally, a Funds net investment
income consists of the interest and dividend income it earns, less expenses. In
computing interest income, premiums are not amortized nor are discounts accrued
on long-term debt securities in the Fund, except as required for federal income
tax purposes. A Funds net realized capital gains, if any, are distributed to
shareholders annually. Additional distributions are also made to each Funds
shareholders to the extent necessary to avoid application of the 4%
non-deductible federal excise tax on certain undistributed income and net
capital gains of regulated investment companies. Shares begin accruing dividends
on the day they are purchased.
For the Short Duration Fund, the Trust
declares all of the Funds net investment income daily as a dividend to the
Funds shareholders. Dividends substantially equal to a Funds net investment
income earned during the month are distributed in that month to the Funds
shareholders of record.
For the Short Duration Fund,
Opportunity Fund, and Advisor Opportunity Fund, dividends are distributed
monthly. For the Global Funds and the Growth Fund, dividends are distributed
annually. Unless a shareholder elects to receive
dividends in cash (subject to the policies of the shareholders Shareholder
Servicing Agent or Securities Broker), dividends are distributed in the form of
additional full and fractional shares of each Fund.
87
Certain mortgage-backed securities may
provide for periodic or unscheduled payments of principal and interest as the
mortgages underlying the securities are paid or prepaid. However, such principal
payments (not otherwise characterized as ordinary discount income or bond
premium expense) will not normally be considered as income to the Portfolios and
Underlying Funds and therefore will not be distributed as dividends to the
shareholders of the Funds that invest in the Portfolios and Underlying Funds,
respectively. Rather, these payments on mortgage-backed securities generally
will be reinvested by the Portfolios and Underlying Funds in accordance with
their investment objectives and policies.
DESCRIPTION OF SHARES, VOTING RIGHTS,
AND LIABILITIES
TRUST AND ADVISOR TRUST
Each Trusts Declaration of Trust
permits the Trustees to issue an unlimited number of full and fractional shares
of beneficial interest (par value $0.001 per share) and to divide or combine the
shares into a greater or lesser number of shares without thereby changing the
proportionate beneficial interests in the Trust. The shares of each series
participate equally in the earnings, dividends and assets of the particular
series. Currently, the Trust has 18 series of shares and the Advisor Trust has
one series of shares. The separate series of each Trust constitute a separately
managed Fund. The Trusts reserve the right to create additional series of
shares. Currently, the Funds issue separate classes of shares as described under
General Information.
Each share of each class of the Funds,
if applicable, represents an equal proportionate interest in the Fund with each
other share. Shares have no preference, preemptive, conversion or similar
rights. Shares when issued are fully paid and non-assessable, except as set
forth below. Shareholders are entitled to one vote for each share held on
matters on which they are entitled to vote. The Trusts are not required and have
no current intention to hold annual meetings of shareholders, although the
Trusts will hold special meetings of Fund shareholders when in the judgment of
the Trustees of the Trust it is necessary or desirable to submit matters for a
shareholder vote. Shareholders of each series generally vote separately, for
example, to approve investment advisory contracts or changes in fundamental
investment policies or restrictions, but shareholders of all series may vote
together to the extent required under the 1940 Act, such as in the election or
selection of Trustees, principal underwriters and accountants for the Trust.
Under certain circumstances, the shareholders of one or more series could
control the outcome of these votes. Shares of each class of a series represent
an equal pro rata interest in such series and, generally, have identical voting,
dividend, liquidation, and other rights, preferences, powers, terms and
conditions, except that: (a) each class shall have a different designation; (b)
each class of shares shall bear any class expenses; and (c) each class shall
have exclusive voting rights on any matter submitted to shareholders that
relates solely to its distribution arrangement, and each class shall have
separate voting rights on any matter submitted to shareholders in which the
interests of one class differ from the interests of any other class.
Under each Trusts Declaration of
Trust, the Trusts are not required to hold annual meetings of Fund shareholders
to elect Trustees or for other purposes. It is not anticipated that either the
Trust or the Advisor Trust will hold shareholders meetings unless required by
law or its respective Declaration of Trust. In this regard, each Trust will be
required to hold a meeting to elect Trustees (i) to fill any existing vacancies
on the Board if after filling the vacancy, less than two-thirds of the Trustees
then holding office would have been elected by shareholders; or (ii) if, at any
time, fewer than a majority of the Trustees have been elected by the
shareholders of the Trust. In addition, the Trusts and Advisor Trusts
Declaration of Trust provide that the holders of not less than two-thirds of the
outstanding shares of the Trust may remove persons serving as Trustee either by
declaration in writing or at a meeting called for such purpose. The Trustees are
required to call a meeting for the purpose of considering the removal of persons
serving as Trustee if requested in writing to do so by the holders of not less
than 10% of the outstanding shares of the Trust.
The Trusts shares do not have
cumulative voting rights, so that the holders of more than 50% of the
outstanding shares may elect the entire Board of Trustees, in which case the
holders of the remaining shares would not be able to elect any Trustees.
88
Interests in a Portfolio have no
preference, preemptive, conversion or similar rights, and are fully paid and
non-assessable. The Portfolio Trust is not required to hold annual meetings of
investors, but will hold special meetings of investors when, in the judgment of
the Portfolio Trusts Trustees, it is necessary or desirable to submit matters
for an investor vote. Each investor is entitled to a vote in proportion to the
share of its investment in the Portfolio.
Shareholders of the Trust and Advisor
Trust should note that the respective series (or Portfolios) of the Portfolio
Trust will vote separately or together in the same manner as described above for
the Trusts. Under certain circumstances, the investors in one or more Portfolios
of the Portfolio Trust could control the outcome of these votes. Whenever the
Portfolio Trust is requested to vote on a matter pertaining to the Portfolio,
the Advisor Trust and/or the Trust will hold a meeting of the affected Funds
shareholders and will cast all of its votes on each matter at a meeting of
investors in the Portfolio proportionately as instructed by the Funds
shareholders. However, subject to applicable statutory and regulatory
requirements, the Trust and Advisor Trust would not request a vote of a Funds
shareholders with respect to any proposal relating to the Portfolio which
proposal, if made with respect to the Fund, would not require the vote of the
shareholders of the Fund.
Shareholders of each Fund have under
certain circumstances (e.g., upon application and submission of certain
specified documents to the Trustees by a specified number of shareholders) the
right to communicate with other shareholders of the same Trust in connection
with requesting a meeting of shareholders of the Trust for the purpose of
removing one or more Trustees. Shareholders of a Trust also have the right to
remove one or more Trustees without a meeting by a declaration in writing
subscribed to by a specified number of shareholders. Upon liquidation or
dissolution of a Fund, shareholders of the Fund would be entitled to share pro
rata in the net assets of the Fund available for distribution to shareholders.
Each of the Trust and Advisor Trusts
Declaration of Trust provides that, at any meeting of shareholders of the Funds
or the Trust, a Shareholder Servicing Agent may vote any shares as to which such
Shareholder Servicing Agent is the agent of record and which are otherwise not
represented in person or by proxy at the meeting, proportionately in accordance
with the votes cast by holders of all shares otherwise represented at the
meeting in person or by proxy as to which such Shareholder Servicing Agent is
the agent of record. Any shares so voted by a Shareholder Servicing Agent will
be deemed represented at the meeting for purposes of quorum requirements.
Each Trust is an entity of the type
commonly known as a Massachusetts business trust. Under Massachusetts law,
shareholders of such a business trust may, under certain circumstances, be held
personally liable as partners for its obligations. However, the risk of a
shareholder incurring financial loss on account of shareholder liability is
limited to circumstances in which both inadequate insurance existed and the
Trust itself was unable to meet its obligations.
PORTFOLIO TRUST
The Portfolio Trust is organized as a
master trust fund under the laws of the State of New York. The Underlying
Portfolios are separate series of the Portfolio Trust, which currently has 3
series. The Underlying Portfolio Trusts Declaration of Trust provides that a
Fund and other entities investing in each Underlying Portfolio (e.g., other
investment companies, insurance company separate accounts and common and
commingled trust funds) are each liable for all obligations of their respective
Underlying Portfolio. However, the risk of a Fund incurring financial loss
because of such liability is limited to circumstances in which both inadequate
insurance existed and the Underlying Portfolio itself was unable to meet its
obligations. Accordingly, the Trustees believe that neither a Fund nor its
shareholders will be adversely affected by reason of the investment of all of
its assets in the Portfolio.
89
OWNERSHIP OF THE FUNDS
As of February 4, 2013, the following
persons owned of record 5% or more of a Fund or class of shares:
Fund
|
Percent
Owned
|
Beneficial
Owner
|
HSBC GROWTH
FUND CLASS A
|
63.21%
|
PERSHING LLC
|
ONE PERSHING PLAZA
|
PRODUCT SUPPORT 14TH FLOOR
|
JERSEY CITY, NJ 07399
|
HSBC GROWTH
FUND CLASS A
|
27.44%
|
LPL FINANCIAL CORPORATION
|
ONE BEACON STREET
|
22ND FLOOR
|
BOSTON, MA 02108
|
HSBC GROWTH
FUND CLASS B
|
74.26%
|
PERSHING LLC
|
ONE PERSHING PLAZA
|
PRODUCT SUPPORT 14TH FLOOR
|
JERSEY CITY, NJ 07399
|
HSBC GROWTH
FUND CLASS B
|
20.33%
|
LPL FINANCIAL CORPORATION
|
ONE BEACON STREET
|
22ND FLOOR
|
BOSTON, MA 02108
|
HSBC GROWTH
FUND CLASS B
|
5.30%
|
NATIONAL FINANCIAL SERVICES LLC
|
THE EXCLUSIVE BENEFIT OF OUR
CUSTOMERS
|
ONE WORLD FINANCIAL CENTER
|
200 LIBERTY STREET
|
NEW YORK, NY 10281
|
HSBC GROWTH
FUND CLASS C
|
83.31%
|
PERSHING LLC
|
ONE PERSHING PLAZA
|
PRODUCT SUPPORT 14TH FLOOR
|
JERSEY CITY, NJ 07399
|
HSBC GROWTH
FUND CLASS C
|
16.22%
|
PERSHING LLC
|
ONE PERSHING PLAZA
|
|
PRODUCT SUPPORT 14TH FLOOR
|
JERSEY CITY, NJ 07399
|
HSBC GROWTH
FUND CLASS I
|
62.01%
|
PERSHING LLC
|
ONE PERSHING PLAZA
|
PRODUCT SUPPORT 14TH FLOOR
|
JERSEY CITY, NJ 07399
|
HSBC GROWTH
FUND CLASS I
|
20.22%
|
NATIONAL FINANCIAL SERVICES LLC
|
THE EXCLUSIVE BENEFIT OF OUR
CUSTOMERS
|
ONE WORLD FINANCIAL CENTER
|
200 LIBERTY STREET
|
NEW YORK, NY 10281
|
HSBC GROWTH
FUND CLASS I
|
11.43%
|
NORTHERN TRUST AS CUSTODIAN
|
FBO HSBC
|
PO BOX 92956
|
CHICAGO, IL 60675
|
HSBC GROWTH
FUND CLASS I
|
5.23%
|
LPL FINANCIAL CORPORATION
|
ONE BEACON STREET
|
22ND FLOOR
|
BOSTON, MA
02108
|
90
HSBC
OPPORTUNITY
FUND CLASS A
|
62.28%
|
PERSHING LLC
|
ONE PERSHING PLAZA
|
PRODUCT SUPPORT 14TH FLOOR
|
JERSEY CITY, NJ 07399
|
HSBC
OPPORTUNITY
FUND CLASS A
|
13.76%
|
LPL FINANCIAL CORPORATION
|
ONE BEACON STREET
|
22ND FLOOR
|
BOSTON, MA 02108
|
HSBC
OPPORTUNITY
FUND CLASS A
|
12.26%
|
SEI PRIVATE TRUST COMPANY
|
C/O HSBC AB3
|
ONE FREEDOM VALLEY DRIVE
|
ATTN MUTUAL FUND ADMINISTRATOR
|
OAKS, PA 19456
|
HSBC
OPPORTUNITY
FUND CLASS A
|
5.39%
|
AMERIPRISE FINANCIAL SERVICES,
INC.
|
5221 AMERIPRISE FINANCIAL
CENTER
|
MINNEAPOLIS, MN 55474
|
HSBC
OPPORTUNITY
FUND CLASS B
|
77.74%
|
PERSHING LLC
|
ONE PERSHING PLAZA
|
PRODUCT SUPPORT 14TH FLOOR
|
JERSEY CITY, NJ 07399
|
HSBC
OPPORTUNITY
FUND CLASS B
|
21.84%
|
LPL FINANCIAL CORPORATION
|
ONE BEACON STREET
|
22ND FLOOR
|
BOSTON, MA 02108
|
HSBC
OPPORTUNITY
FUND CLASS C
|
93.52%
|
PERSHING LLC
|
ONE PERSHING PLAZA
|
PRODUCT SUPPORT 14TH FLOOR
|
JERSEY CITY, NJ 07399
|
HSBC
OPPORTUNITY
FUND CLASS I
|
29.94%
|
PATTERSON CO FBO
|
JONES DAY PENSION INVESTMENT
|
NC 1076
|
1525 WEST WT HARRIS BLVD
|
CHARLOTTE, NC 282881076
|
HSBC
OPPORTUNITY
FUND CLASS I
|
19.05%
|
NATIONAL FINANCIAL SERVICES LLC
|
THE EXCLUSIVE BENEFIT OF OUR
CUSTOMERS
|
ONE WORLD FINANCIAL CENTER
|
200 LIBERTY STREET
|
NEW YORK, NY 10281
|
HSBC
OPPORTUNITY
FUND CLASS I
|
16.27%
|
PERSHING LLC
|
ONE PERSHING PLAZA
|
PRODUCT SUPPORT 14TH FLOOR
|
JERSEY CITY, NJ 07399
|
HSBC
OPPORTUNITY
FUND CLASS I
|
11.36%
|
CHARLES SCHWAB & CO., INC.
|
101 MONTGOMERY STREET
|
SAN FRANCISCO, CA 94104
|
HSBC
OPPORTUNITY
FUND CLASS I
|
10.86%
|
NORTHERN TRUST AS CUSTODIAN
|
FBO HSBC
|
PO BOX 92956
|
CHICAGO, IL 60675
|
HSBC
OPPORTUNITY
FUND CLASS I
|
5.79%
|
FIRST STATE TRUST COMPANY 1
|
DELAWARE CORPORATE CENTER II
|
2 RIGHTER PARKWAY
|
WILMINGTON, DE
19803
|
91
HSBC WS
AGGRESSIVE
STRATEGY
FUND CLASS A
|
61.17%
|
PERSHING LLC
|
ONE PERSHING PLAZA
|
PRODUCT SUPPORT 14TH FLOOR
|
JERSEY CITY, NJ 07399
|
HSBC WS
AGGRESSIVE
STRATEGY
FUND CLASS A
|
31.95%
|
LPL FINANCIAL CORPORATION
|
ONE BEACON STREET
|
22ND FLOOR
|
BOSTON, MA 02108
|
HSBC WS
AGGRESSIVE
STRATEGY
FUND CLASS B
|
69.11%
|
PERSHING LLC
|
ONE PERSHING PLAZA
|
PRODUCT SUPPORT 14TH FLOOR
|
JERSEY CITY, NJ 07399
|
HSBC WS
AGGRESSIVE
STRATEGY
FUND CLASS B
|
27.59%
|
LPL FINANCIAL CORPORATION
|
ONE BEACON STREET
|
22ND FLOOR
|
BOSTON, MA 02108
|
HSBC WS
AGGRESSIVE
STRATEGY
FUND CLASS C
|
82.56%
|
PERSHING LLC
|
ONE PERSHING PLAZA
|
PRODUCT SUPPORT 14TH FLOOR
|
JERSEY CITY, NJ 07399
|
HSBC WS
AGGRESSIVE
STRATEGY
FUND CLASS C
|
16.05%
|
LPL FINANCIAL CORPORATION
|
ONE BEACON STREET
|
22ND FLOOR
|
BOSTON, MA 02108
|
HSBC WS
BALANCED
STRATEGY
FUND CLASS A
|
57.92%
|
PERSHING LLC
|
ONE PERSHING PLAZA
|
|
PRODUCT SUPPORT 14TH FLOOR
|
JERSEY CITY, NJ 07399
|
HSBC WS
BALANCED
STRATEGY
FUND CLASS A
|
34.11%
|
LPL FINANCIAL CORPORATION
|
ONE BEACON STREET
|
22ND FLOOR
|
BOSTON, MA 02108
|
HSBC WS
BALANCED
STRATEGY
FUND CLASS A
|
6.81%
|
NATIONAL FINANCIAL SERVICES LLC
|
THE EXCLUSIVE BENEFIT OF OUR
CUSTOMERS
|
ONE WORLD FINANCIAL CENTER
|
200 LIBERTY STREET
|
NEW YORK, NY 10281
|
HSBC WS
BALANCED
STRATEGY
FUND CLASS B
|
69.41%
|
PERSHING LLC
|
ONE PERSHING PLAZA
|
PRODUCT SUPPORT 14TH FLOOR
|
JERSEY CITY, NJ 07399
|
HSBC WS
BALANCED
STRATEGY
FUND CLASS B
|
27.32%
|
LPL FINANCIAL CORPORATION
|
ONE BEACON STREET
|
22ND FLOOR
|
BOSTON, MA 02108
|
HSBC WS
BALANCED
STRATEGY
FUND CLASS C
|
83.28%
|
PERSHING LLC
|
ONE PERSHING PLAZA
|
PRODUCT SUPPORT 14TH FLOOR
|
JERSEY CITY, NJ 07399
|
HSBC WS
BALANCED
STRATEGY
FUND CLASS C
|
14.90%
|
LPL FINANCIAL CORPORATION
|
ONE BEACON STREET
|
22ND FLOOR
|
BOSTON, MA
02108
|
92
HSBC WS
CONSERVATIVE
STRATEGY
FUND CLASS A
|
51.98%
|
PERSHING LLC
|
ONE PERSHING PLAZA
|
PRODUCT SUPPORT 14TH FLOOR
|
JERSEY CITY, NJ 07399
|
HSBC WS
CONSERVATIVE
STRATEGY
FUND CLASS A
|
38.27%
|
LPL FINANCIAL CORPORATION
|
ONE BEACON STREET
|
22ND FLOOR
|
BOSTON, MA 02108
|
HSBC WS
CONSERVATIVE
STRATEGY
FUND CLASS A
|
6.37%
|
NATIONAL FINANCIAL SERVICES LLC
|
THE EXCLUSIVE BENEFIT OF OUR
CUSTOMERS
|
ONE WORLD FINANCIAL CENTER
|
200 LIBERTY STREET
|
NEW YORK, NY 10281
|
HSBC WS
CONSERVATIVE
STRATEGY
FUND CLASS B
|
71.76%
|
PERSHING LLC
|
ONE PERSHING PLAZA
|
PRODUCT SUPPORT 14TH FLOOR
|
JERSEY CITY, NJ 07399
|
HSBC WS
CONSERVATIVE
STRATEGY
FUND CLASS B
|
24.11%
|
LPL FINANCIAL CORPORATION
|
ONE BEACON STREET
|
22ND FLOOR
|
BOSTON, MA 02108
|
HSBC WS
CONSERVATIVE
STRATEGY
FUND CLASS C
|
57.74%
|
PERSHING LLC
|
ONE PERSHING PLAZA
|
PRODUCT SUPPORT 14TH FLOOR
|
JERSEY CITY, NJ 07399
|
HSBC WS
CONSERVATIVE
STRATEGY
FUND CLASS C
|
35.55%
|
LPL FINANCIAL CORPORATION
|
ONE BEACON STREET
|
22ND FLOOR
|
BOSTON, MA 02108
|
HSBC WS
MODERATE
STRATEGY
FUND CLASS A
|
57.65%
|
PERSHING LLC
|
ONE PERSHING PLAZA
|
PRODUCT SUPPORT 14TH FLOOR
|
JERSEY CITY, NJ 07399
|
HSBC WS
MODERATE
STRATEGY
FUND CLASS A
|
36.51%
|
LPL FINANCIAL CORPORATION
|
ONE BEACON STREET
|
22ND FLOOR
|
BOSTON, MA 02108
|
HSBC WS
MODERATE
STRATEGY
FUND CLASS B
|
69.85%
|
PERSHING LLC
|
ONE PERSHING PLAZA
|
PRODUCT SUPPORT 14TH FLOOR
|
JERSEY CITY, NJ 07399
|
HSBC WS
MODERATE
STRATEGY
FUND CLASS B
|
27.25%
|
LPL FINANCIAL CORPORATION
|
ONE BEACON STREET
|
22ND FLOOR
|
BOSTON, MA 02108
|
HSBC WS
MODERATE
STRATEGY
FUND CLASS C
|
76.64%
|
PERSHING LLC
|
ONE PERSHING PLAZA
|
PRODUCT SUPPORT 14TH FLOOR
|
JERSEY CITY, NJ 07399
|
HSBC WS
MODERATE
STRATEGY
FUND CLASS C
|
20.34%
|
LPL FINANCIAL CORPORATION
|
ONE BEACON STREET
|
22ND FLOOR
|
BOSTON, MA
02108
|
93
HSBC WS
INCOME
STRATEGY
FUND CLASS A
|
37.77%
|
NATIONAL FINANCIAL SERVICES LLC
|
THE EXCLUSIVE BENEFIT OF OUR
CUSTOMERS
|
ONE WORLD FINANCIAL CENTER
|
200 LIBERTY STREET
|
NEW YORK, NY 10281
|
HSBC WS
INCOME
STRATEGY
FUND CLASS A
|
25.17%
|
HSBC GLOBAL ASSET MGMT USA INC
|
452 5TH AVE 17TH FLOOR
|
ATTN STEVE SIVILLO
|
NEW YORK, NY 10018
|
HSBC WS
INCOME
STRATEGY
FUND CLASS A
|
23.31%
|
PERSHING LLC
|
ONE PERSHING PLAZA
|
PRODUCT SUPPORT 14TH FLOOR
|
JERSEY CITY, NJ 07399
|
HSBC WS
INCOME
STRATEGY
FUND CLASS A
|
6.32%
|
RICHARD A FABIETTI
|
IRA
|
9 WAWAPEK ROAD
|
COLD SPRING HARBOR, NY 11724
|
HSBC WS
INCOME
STRATEGY
FUND CLASS A
|
5.79%
|
DANIEL J ANNIELLO
|
IRA
|
245 E 25TH ST APT 11C
|
NEW YORK, NY 100103046
|
HSBC WS
INCOME
STRATEGY
FUND CLASS B
|
57.17%
|
PERSHING LLC
|
ONE PERSHING PLAZA
|
PRODUCT SUPPORT 14TH FLOOR
|
JERSEY CITY, NJ 07399
|
HSBC WS
INCOME
STRATEGY
FUND CLASS B
|
40.79%
|
NATIONAL FINANCIAL SERVICES LLC
|
THE EXCLUSIVE BENEFIT OF OUR
CUSTOMERS
|
ONE WORLD FINANCIAL CENTER
|
200 LIBERTY STREET
|
NEW YORK, NY 10281
|
HSBC WS
INCOME
STRATEGY
FUND CLASS C
|
94.05%
|
PERSHING LLC
|
ONE PERSHING PLAZA
|
PRODUCT SUPPORT 14TH FLOOR
|
JERSEY CITY, NJ
07399
|
TAXATION
Set forth below is a discussion of
certain U.S. federal income tax issues concerning the Funds and the purchase,
ownership, and disposition of Fund shares. This discussion does not purport to
be complete or to deal with all aspects of federal income taxation that may be
relevant to shareholders in light of their particular circumstances. This
discussion is based upon present provisions of the Code, the regulations
promulgated thereunder, and judicial and administrative ruling authorities, all
of which are subject to change, which change may be retroactive. Prospective
investors should consult their own tax adviser with regard to the federal tax
consequences of the purchase, ownership, or disposition of Fund shares, as well
as the tax consequences arising under the laws of any state, foreign country, or
other taxing jurisdiction.
TAX STATUS OF THE FUNDS
The Funds intend to be taxed as a
regulated investment company under Subchapter M of the Code. Accordingly, each
Fund must, among other things: (a) derive in each taxable year at least 90% of
its gross income from dividends, interest, payments with respect to certain
securities loans, and gains from the sale or other disposition of stock,
securities, foreign currencies, net income derived from an interest in a
qualified publicly traded partnership or other income derived with respect to
its business of investing in such stock, securities or currencies; and (b)
diversify its holdings so that, at the end of each fiscal quarter, (i) at least
50% of the value of the Funds total assets is represented by cash and cash items,
U.S. Government securities, the securities of other regulated investment
companies and other securities, with such other securities limited, in respect
of any one issuer, to an amount not greater than 5% of the value of the Funds
total assets and 10% of the outstanding voting securities of such issuer, and
(ii) not more than 25% of the value of its total assets is invested in the
securities of any one issuer (other than U.S. Government securities and the
securities of other regulated investment companies), in two or more issuers that
the Fund controls and which are engaged in the same or similar trades or
businesses or of one or more qualified publicly traded partnerships.
94
If for any taxable year a Fund does not
qualify for federal tax treatment as a regulated investment company, all of the
Funds net taxable investment income would (unless certain cure provisions
apply) be subject to federal and, potentially, state income tax at regular
corporate rates without any deduction for distributions to its shareholders. In
such event, dividend distributions (including amounts derived from interest on
municipal securities) would be taxable to a Funds shareholders to the extent of
the Funds current and accumulated earnings and profits.
As a regulated investment company, a
Fund generally is not subject to U.S. federal income tax on income and gains
that it distributes to shareholders, if at least 90% of the Funds investment
company taxable income (which includes, among other items, dividends, interest
and the excess of any net short-term capital gains over net long-term capital
losses) for the taxable year is distributed. Each Fund intends to distribute all
or substantially all of such income.
Amounts not distributed on a timely
basis in accordance with a calendar year distribution requirement are subject to
a nondeductible 4% excise tax at the Fund level. To avoid the tax, each Fund
must distribute during each calendar year an amount equal to the sum of: (1) at
least 98% of its ordinary income (not taking into account any capital gains or
losses) for the calendar year; (2) at least 98.2% of its capital gains in excess
of its capital losses (adjusted for certain ordinary losses) for a one-year
period generally ending on October 31 of the calendar year; and (3) all ordinary
income and capital gains for previous years that were not distributed during
such years. To avoid application of the excise tax, the Fund intends to make
distributions in accordance with the calendar year distribution requirement.
A distribution will be treated as paid
on December 31 of a calendar year if it is declared by a Fund in October,
November or December of that year with a record date in such a month and paid by
the Fund during January of the following year. Such a distribution will be
taxable to shareholders in the calendar year in which the distribution is
declared, rather than the calendar year in which it is received.
THE PORTFOLIOS
Each Portfolio has obtained a ruling
from the Internal Revenue Service that the Portfolio will be treated as a
partnership for federal income tax purposes. For purposes of determining whether
a Fund satisfies the income and diversification tests to maintain its status as
a regulated investment company, the Fund, as an investor in the Portfolio, will
be deemed to own a proportionate share of the Portfolios income and assets.
DISTRIBUTIONS IN GENERAL
Distributions of investment company
taxable income are generally taxable to a U.S. shareholder as ordinary income,
whether paid in cash or shares (see below for information concerning reduced
rates of tax for certain dividends exempt-interest dividends and capital gain
dividends). Dividends paid by a Fund to a corporate shareholder, to the extent
such dividends are attributable to dividends received by the Fund from U.S.
corporations, may, subject to limitation, be eligible for the dividends received
deduction. However, the alternative minimum tax applicable to corporations may
reduce the value of the dividends received deduction.
Generally, the maximum tax rate for
individual taxpayers on long-term capital gains and on certain qualifying
dividends on corporate stock is 15% or 20%, depending on whether the
individuals income exceeds certain threshold amounts. These rates do not apply
to corporate taxpayers. Each Fund will be able to separately report
distributions of any qualifying long-term capital gains or qualifying dividends
earned by the Fund that would be eligible for the lower maximum rate. A
shareholder would also have to satisfy a more than 60-day holding period with
respect to any distributions of qualifying dividends in order to obtain the
benefit of the lower rate. Distributions from Funds investing in bonds and other
debt instruments will not generally qualify for the lower rates. Note that
distributions of earnings from dividends paid by qualified foreign
corporations can also qualify for the lower tax rates on qualifying dividends.
Qualified foreign corporations are corporations incorporated in a U.S.
possession, corporations whose stock is readily tradable on an established
securities market in the U.S., and corporations eligible for the benefits of a
comprehensive income tax treaty with the United States, which satisfy certain
other requirements. Passive foreign investment companies are not treated as
qualified foreign corporations.
95
The excess of net long-term capital
gains over net short-term capital losses realized, distributed and properly
designated by a Fund, whether paid in cash or reinvested in Fund shares, will
generally be taxable to shareholders as long-term capital gain, regardless of
how long a shareholder has held Fund shares. Capital gain distributions made to
individuals are generally subject to a maximum federal income tax rate of 15% or
20%, depending on whether the individuals income exceeds certain threshold
amounts. Net capital gains from assets held for one year or less will be taxed
as ordinary income.
An additional 3.8% Medicare tax will be
imposed on certain net investment income (including ordinary dividends and
capital gain distributions received from a Fund and net gains from redemptions
or other taxable dispositions of Fund shares) of U.S. individuals, estates and
trusts to the extent that such persons modified adjusted gross income (in the
case of an individual) or adjusted gross income (in the case of an estate or
trust) exceeds certain threshold amounts.
Shareholders receiving distributions in
the form of additional shares will be taxed on the amount of such distribution
and will have a cost basis for federal income tax purposes in each share
received equal to the the amount of the cash the shareholder could have
received. Shareholders will be notified annually as to the U.S. federal tax
status of distributions.
If the NAV of shares is reduced below a
shareholders cost as a result of a distribution by a Fund, such distribution
generally will be taxable even though it represents a partial return of invested
capital. Investors should be careful to consider the tax implications of buying
shares of a Fund just prior to a distribution. The price of shares purchased at
this time will include the amount of the forthcoming distribution, but the
distribution will generally be taxable to the shareholder.
DISPOSITIONS
Upon a redemption, sale or exchange of
shares of a Fund, a shareholder will realize a taxable gain or loss depending
upon his or her basis in the shares. A gain or loss will be treated as capital
gain or loss if the shares are capital assets in the shareholders hands, and
the rate of tax will depend upon the shareholders holding period for the
shares. If an individual shareholder has held the shares as a capital asset for
more than one year, the maximum current federal income tax rate is generally 15%
or 20%, depending on whether the shareholders income exceeds certain threshold
amounts. Any loss realized from a disposition of Fund shares that were held for
six months or less will be disallowed to the extent that dividends received from
a Fund are designated as exempt-interest dividends. Any loss realized on a
redemption, sale or exchange also will be disallowed to the extent the shares
disposed of are replaced (including through reinvestment of dividends) within a
period of 61 days, beginning 30 days before and ending 30 days after the shares
are disposed of. In such a case, the basis of the shares acquired will be
adjusted to reflect the disallowed loss. If a shareholder holds Fund shares for
six months or less and during that period receives a distribution taxable to the
shareholder as long-term capital gain, any loss realized on the sale of such
shares during such six-month period would be a long-term loss to the extent of
such distribution.
The Internal Revenue Code requires the
Funds to report to the IRS, and furnish to Fund shareholders, cost basis
information for Fund shares purchased on or after January 1, 2012, and sold on
or after that date. The Funds will permit Fund shareholders to elect from among
several cost basis methods accepted by the IRS, including average cost. In the
absence of an election by a shareholder, the Funds will use the average cost
method with respect to that shareholder.
If, within 90 days after purchasing
Fund shares with a sales charge, a shareholder exchanges the shares and acquires
new shares at a reduced (or without any) sales charge pursuant to a right
acquired with the original shares prior to February 1st of the year following
the initial acquisition of Fund shares, then the shareholder may not take the
original sales charge into account in determining the shareholders gain or loss
on the disposition of the shares. Gain or loss will generally be determined by
excluding all or a portion of the sales charge from the shareholders tax basis
in the exchanged shares, and the amount excluded will be treated as an amount
paid for the new shares.
96
BACKUP WITHHOLDING
The Funds generally will be required to
withhold federal income tax at a rate of 28% (backup withholding) from
dividends paid, capital gain distributions, and redemption proceeds to
shareholders if: (1) the shareholder fails to furnish the Funds with the
shareholders correct taxpayer identification number or social security number;
(2) the IRS notifies the shareholder or the Funds that the shareholder has
failed to report properly certain interest and dividend income to the IRS and to
respond to notices to that effect; or (3) when required to do so, the
shareholder fails to certify that he or she is not subject to backup
withholding. Any amounts withheld may be credited against the shareholders
federal income tax liability.
OTHER TAXATION
Distributions may be subject to
additional state and local taxes, depending on each shareholders particular
situation. Taxation of a shareholder who, as to the United States, is a
nonresident alien individual, foreign trust or estate, foreign corporation, or
foreign partnership ("foreign shareholder"), depends on whether the income from
a Fund is "effectively connected" with a U.S. trade or business carried on by
such shareholder. If the income from a Fund is not effectively connected with a U.S.
trade or business carried on by a foreign shareholder, ordinary income dividends
(including distributions of any net short-term capital gains) will generally be
subject to U.S. withholding tax at the rate of 30% (or lower treaty rate) upon
the gross amount of the dividend. Note that the preferential rate of tax
applicable to qualified dividend income (discussed above) does not apply to
dividends paid to foreign shareholders. Such a foreign shareholder would
generally be exempt from U.S. federal income tax on gains realized on the sale
of shares of a Fund, and distributions of net long-term capital gains that are
designated as capital gain dividends. If the income from a Fund is effectively
connected with a U.S. trade or business carried on by a foreign shareholder,
then ordinary income dividends, capital gain dividends and any gains realized
upon the sale of shares of a Fund will be subject to U.S. federal income tax at
the rates applicable to U.S. citizens or domestic corporations. If the Fund
elects to report distributions of qualified U.S. source interest and short-term
capital gains, such distributions may be paid to foreign shareholders free of
withholding through October 31, 2014. However, depending on the circumstances, a
Fund may designate all, some or none of the Funds potentially eligible
dividends as eligible for this exemption, and a portion of the Fund's
distributions (e.g. interest from non-U.S. sources or any foreign currency
gains) would be ineligible for this potential exemption from withholding. There
can be no assurance as to whether or not legislation will be enacted to extend
this exemption.
Effective January 1, 2014, the Fund
will be required to withhold U.S. tax (at a 30% rate) on payments of dividends
and (effective January 1, 2017) on redemption proceeds made to certain non-U.S.
entities that fail to comply (or be deemed compliant) with extensive new
reporting and withholding requirements designed to inform the U.S. Department of
the Treasury of U.S.-owned foreign investment accounts. Shareholders may be
requested to provide additional information to the funds to enable the Funds to
determine whether withholding is required.
The tax consequences to a foreign
shareholder entitled to claim the benefits of an applicable tax treaty may be
different from those described herein. Foreign shareholders are urged to consult
their own tax advisers with respect to the particular tax consequences to them
of an investment in the Funds, including the applicability of the U.S. estate
tax and foreign taxes.
FUND INVESTMENTS
With respect to the World Selection
Funds, for purposes of this section, the term Fund also includes the
Underlying Funds.
Market Discount.
If a Portfolio or a Fund purchases a debt security at a price
lower than the stated redemption price of such debt security, the excess of the
stated redemption price over the purchase price is market discount. If the
amount of market discount is more than a de minimis amount, a portion of such
market discount must be included as ordinary income (not capital gain) by a Fund
in each taxable year in which the Fund owns an interest in such debt security
and receives a principal payment on it. In particular, a Fund will be required
to allocate that principal payment first to the portion of the market discount
on the debt security that has accrued but has not previously been includable in
income. In general, the amount of market discount that must be included for each
period is equal to the lesser of (i) the amount of market discount accruing
during such period (plus any accrued market discount for prior periods not
previously taken into account) or (ii) the amount of the principal payment with
respect to such period. Generally, market discount accrues on a daily basis for
each day the debt security is held by a Fund, at a constant rate over the time
remaining to the debt securitys maturity or, at the election of the Fund, at a
constant yield to maturity, which takes into account the semi-annual compounding
of interest. Gain realized on the disposition of a market discount obligation
must be recognized as ordinary interest income (not capital gain) to the extent
of the accrued market discount not previously taken into account.
97
Original Issue
Discount.
Certain debt securities acquired by
a Fund may be treated as debt securities that were originally issued at a
discount. Very generally, original issue discount is defined as the difference
between the price at which a security was issued and its stated redemption price
at maturity. Although a Fund receives no actual cash income from such a
discount, original issue discounts that accrue on debt securities in a given
year generally are treated for federal income tax purposes as interest and,
therefore, such income would be subject to the distribution requirements
applicable to regulated investment companies. Some debt securities may be
purchased by a Fund at a discount that exceeds the original issue discount on
such debt securities, if any. This additional discount represents market
discount for federal income tax purposes (see above).
Options, Futures and Forward
Contracts.
Any regulated futures contracts
and certain options (namely, nonequity options and dealer equity options) in
which a Fund may invest may be section 1256 contracts. Gains (or losses) on
these contracts generally are considered to be 60% long-term and 40% short-term
capital gains or losses. Also, section 1256 contracts held by a Fund at the end
of each taxable year (and on certain other dates prescribed in the Code) are
marked to market with the result that unrealized gains or losses are treated
as though they were realized.
Transactions in options, futures and
forward contracts undertaken by a Fund may result in straddles for federal
income tax purposes. The straddle rules may affect the character of gains (or
losses) realized by a Fund, and losses realized by the Fund on positions that
are part of a straddle may be deferred under the straddle rules rather than
being taken into account in calculating the taxable income for the taxable year
in which the losses are realized. In addition, certain carrying charges
(including interest expense) associated with positions in a straddle may be
required to be capitalized rather than deducted currently. Certain elections
that the Fund may make with respect to its straddle positions may also affect
the amount, character and timing of the recognition of gains or losses from the
affected positions.
Because only a few regulations
implementing the straddle rules have been promulgated, the consequences of such
transactions to the Portfolio are not entirely clear. The straddle rules may
increase the amount of short-term capital gain realized by the Portfolio, which
is taxed as ordinary income when distributed to shareholders. Because
application of the straddle rules may affect the character of gains or losses,
defer losses and/or accelerate the recognition of gains or losses from the
affected straddle positions, the amount which must be distributed to
shareholders as ordinary income or long-term capital gain may be increased or
decreased substantially as compared to a Fund that did not engage in such
transactions.
Certain hedging activities may cause a
dividend that would otherwise be subject to the lower tax rate applicable to a
qualifying dividend, to instead be taxed at the rate of tax applicable to
ordinary income.
Constructive Sales.
Under certain circumstances, the Fund may recognize gain from
a constructive sale of an appreciated financial position it holds if it enters
into a short sale, forward contract or other transaction that substantially
reduces the risk of loss with respect to the appreciated position. In that
event, a Fund would be treated as if it had sold and immediately repurchased the
property and would be taxed on any gain (but not loss) from the constructive
sale. The character of gain from a constructive sale would depend upon a Funds
holding period in the property. Loss from a constructive sale would be
recognized when the property was subsequently disposed of, and its character
would depend on a Funds holding period and the application of various loss
deferral provisions of the Code. Constructive sale treatment does not apply to
transactions if such transaction is closed before the end of the 30th day after
the close of a Funds taxable year and the Fund holds the appreciated financial
position throughout the 60-day period beginning with the day such transaction
was closed.
98
SPECIAL TAX CONSIDERATIONS FOR THE
WORLD SELECTION FUNDS
For purposes of this section, the term
Fund also includes the Underlying Funds.
A Fund may elect to pass-through tax
credits from certain eligible tax credit bonds to its shareholders. If a Fund so
elects, the Funds shareholders will be required to include additional amounts
attributable to the credit in their income.
FOREIGN TAX ISSUES
Passive Foreign Investment Companies.
The Funds may invest in stocks of foreign companies that are classified under
the Code as passive foreign investment companies (PFICs). In general, a
foreign company is classified as a PFIC if at least 50% of its assets constitute
investment-type assets or 75% or more of its gross income is investment-type
income. In general, under the PFIC rules, an excess distribution received with
respect to PFIC stock is treated as having been realized ratably over the period
during which the Funds held the PFIC stock. A Fund itself will be subject to tax
on the portion, if any, of the excess distribution that is allocated to that
Funds holding period in prior taxable years (and an interest factor will be
added to the tax, as if the tax had actually been payable in such prior taxable
years) even though that Fund distributes the corresponding income to
shareholders. Excess distributions include any gain from the sale of PFIC stock
as well as certain distributions from a PFIC. All excess distributions are
taxable as ordinary income.
The Funds may be able to elect
alternative tax treatment with respect to PFIC stock. Under an election that
currently may be available, each Fund generally would be required to include in
its gross income its share of the earnings of a PFIC on a current basis,
regardless of whether any distributions are received from the PFIC. If this
election is made, the special rules, discussed above, relating to the taxation
of excess distributions, would not apply. Alternatively, each Fund may be able
to elect to mark to market its PFIC stock, resulting in the stock being treated
as sold at fair market value on the last business day of each taxable year. Any
resulting gain would be reported as ordinary income, and mark-to-market losses
and any loss from an actual disposition of a Funds shares would be deductible
as ordinary losses to the extent of any net mark-to-market gains included in
income in prior years.
Alternatively a Fund may be able to
elect to treat a PFIC investment as a qualified electing fundupon the
condition precedent that the PFIC furnishes a PFIC annual information statement
to the Fund. Under this election the Fund would be required to annually
recognize its pro-rata share of net income and net capital gains of the PFIC
regardless of whether they are actually distributed by the PFIC.
Because the application of the PFIC
rules may affect, among other things, the character of gains, the amount of gain
or loss and the timing of the recognition of income with respect to PFIC stock,
as well as subject each Fund itself to tax on certain income from PFIC stock,
the amount that must be distributed to shareholders, and which will be taxed to
shareholders as ordinary income or long-term capital gain, may be increased or
decreased substantially as compared to a fund that did not invest in PFIC stock.
Note that distributions from a PFIC are not eligible for the reduced rate of tax
on qualifying dividends.
Foreign Taxes.
Income received by the Funds from sources within foreign
countries may be subject to withholding and other income or similar taxes
imposed by such countries. If more than 50% of the value of a Funds total
assets at the close of its taxable year consists of securities of foreign
corporations, or or if at least 50% of the value of a Funds total assets at the
close of each quarter of its taxable year is represented by interests in other
regulated investment companies, and the Fund distributes at least 90% of its
investment company taxable income, that Fund will be eligible and may (or may
not) elect to pass through to that Funds shareholders the amount of
qualifying foreign taxes paid by the Fund. Pursuant to this election, a
shareholder will be required to include in gross income (in addition to taxable
dividends actually received) his pro rata share of the foreign taxes paid by a
Fund, and will be entitled either to deduct (as an itemized deduction) his pro
rata share of foreign income and similar taxes in computing his taxable income
or to use it as a foreign tax credit against his U.S. federal income tax
liability, subject to limitations. No deduction for foreign taxes may be claimed
by a shareholder who does not itemize deductions, but such a shareholder may be
eligible to claim the foreign tax credit (see below). No credit may be claimed
by a shareholder with respect to Fund shares that have been held less than 16
days. Each shareholder will be notified after the close of a Funds taxable year
whether the foreign taxes paid by the Fund will pass through for that
year.
99
Generally, a credit for foreign taxes
is subject to the limitation that it may not exceed the shareholders U.S. tax
attributable to his foreign source taxable income. For this purpose, if the
pass-through election is made, the source of a Funds income flows through to
its shareholders. With respect to each Fund, gains from the sale of securities
may be treated as derived from U.S. sources and certain currency fluctuation
gains including fluctuation gains from foreign currency denominated debt
securities, receivables and payables, may be treated as ordinary income derived
from U.S. sources. The limitation on the foreign tax credit is applied
separately to foreign source passive income (as defined for purposes of the
foreign tax credit), including the foreign source passive income passed through
by a Fund. Shareholders may be unable to claim a credit for the full amount of
their proportionate share of the foreign taxes paid by a Fund. If a Fund is not
eligible to, or does not, make the election to pass through to its
shareholders its foreign taxes, the foreign income taxes it pays generally will
reduce investment company taxable income and the distributions by a Fund will be
treated as United States source income. Furthermore, the amount of the foreign
tax credit that is available may be limited to the extent that dividends from a
foreign corporation qualify for the lower tax rate on qualifying
dividends.
Foreign Currency
. Under the Code, gains or losses attributable to fluctuations
in foreign currency exchange rates which occur between the time a Fund accrues
income or other receivables or accrues expenses or other liabilities denominated
in a foreign currency and the time the Fund actually collects such receivables
or pays such liabilities generally are treated as ordinary income or ordinary
loss. Similarly, on disposition of some investments, including debt securities
and certain forward contracts denominated in a foreign currency, gains or losses
attributable to fluctuations in the value of foreign currency between the date
of acquisition of the security or contract and the date of disposition also are
treated as ordinary gain or loss. These gains and losses, referred to under the
Code as section 988 gains and losses, may increase or decrease the amount of a
Funds net investment income to be distributed to its shareholders as ordinary
income. For example, fluctuations in exchange rates may increase the amount of
income that each Fund must distribute in order to qualify for treatment as a
regulated investment company and to prevent application of an excise tax on
undistributed income. Alternatively, fluctuations in exchange rates may decrease
or eliminate income available for distribution. If section 988 losses exceed
other net investment income during a taxable year, a Fund would not be able to
make ordinary dividend distributions, or distributions made before the losses
were realized would be recharacterized as a return of capital to shareholders
for federal income tax purposes, rather than as an ordinary dividend, reducing
each shareholders basis in his or her Fund shares.
As described above, at least 90% of a
Funds gross income for each taxable year must be Qualifying Income. The Code
expressly confers upon the Secretary of the Treasury of the United States the
authority to issue tax regulations that would exclude income and gains from
investments in foreign currencies from treatment as Qualifying Income in cases
in which the foreign currency income or gains are not directly related to the
companys principal business of investing in stocks or securities (or options or
futures with respect to such stocks or securities). In light of this grant of
regulatory authority, there is no assurance that the Secretary will not issue
such regulations. Moreover, there is a remote possibility that such regulations
may be applied retroactively, which could affect the ability of a Fund to
qualify as a RIC.
Indian Tax Issues (BRIC Equity Fund
and India Equity Fund).
Under the Indian
income-tax legislation, as a general rule, long-term capital gains applicable to
FIIs registered with SEBI upon the disposal of securities is taxable at 10%
(plus surcharges) whereas short-term capital gains are taxable at 30% (plus
surcharges). Shares in a company, other securities listed on a recognized stock
exchange in India and units of a mutual fund registered with SEBI qualify as
long-term if they are held for more than one year prior to disposal and as
short-term if they are held for one year or less prior to disposal. Securities
other than the foregoing qualify as long-term only if they are held for more
than three years prior to disposal and as short-term if they are held for three
years or less prior to disposal.
As a special rule, which applies to all
taxpayers, long-term capital gains arising from the disposal of equity shares in
a company are exempt from income tax if the transaction is entered through a
recognized stock exchange in India and the applicable securities transaction tax
is paid. Short-term capital gains resulting from the disposal of equity
securities is taxable at 15% (plus surcharges) if the relevant transaction is
entered through a recognized stock exchange in India and the applicable
securities transaction tax is paid. The disposal of equity shares through a
recognized Indian stock exchange is subject to a securities transaction tax
(STT) of 0.025%, which is recovered
by the
stock exchange from the settlement amount. STT, however, is not tax deductible
while computing capital gains. Capital gains tax is imposed as described above
only upon the disposal of securities (
i.e.
, when the gains are realized).
100
Unrecouped capital losses can be
carried forward to set-off future capital gains. In order to carry such losses
forward, the tax return for the loss year (April to March) must be filed within
a prescribed time period. Capital losses can be carried forward for a maximum
period of eight years. Unrecouped business loss is treated similarly.
Interest income received by FIIs from
debt securities is subject to a tax of 20% (plus surcharges). Dividends received
from shares are fully exempt from income tax in the hands of the relevant
shareholder (including an FII). However, the dividend paying company is liable
to a distribution tax of 15% (plus surcharges).
Gains from the disposal of securities
that are classified as business income (rather than capital gains) are
subject to income tax at the full applicable rates without any exemptions.
Therefore, a FII that is organized as a corporate entity would be taxed at the
rate of 40% (plus surcharges) whereas a noncorporate entity would be taxed at
the rate of 30% (plus surcharges) of its business income. Any STT paid is
generally available as a rebate from the income tax payable on such business
income. Unrealized gains/loss on securities could be subject to income tax when
computing business income.
India's right to impose income tax on a
non-resident as well as to apply a tax rate as per its income tax legislation is
subject to the provisions of any applicable Double Taxation Avoidance Agreement
(if any) between India and the country of tax residence of such non-resident.
Taxes incurred on the Funds short-term realized gains may lower the potential
short-term capital gains distribution of the Funds. Any taxes paid in India by
the Funds on short-term realized gains will be available to be included in the
calculation of the Funds foreign tax credit that is passed through to
shareholders via Form 1099-DIV if the Fund is eligible and elects to do so, as
described above. Although taxes incurred on short-term gains may lower the
potential short-term capital gains distribution of the Funds, they also
potentially lower, to a larger extent, the total return of the Funds as proceeds
from sales are reduced by the amount of the tax.
China Tax Issues (China Equity
Fund).
The Chinese system of taxation is not
as well settled as that of the United States and may have retroactive effects.
Generally, income derived from interest, dividends, profit distributions and
capital gains of B-Shares is subject to a 20% withholding tax. This tax is
reduced to 10% on income received from companies established in Shanghai or
Shenzhen. If Chinese issuers of B-Shares qualify as Sino-foreign joint ventures,
it is possible that they will be exempted from the withholding tax. Any gains
realized by the China Equity Fund from the sale of B-Shares may be considered as
China resourced income, which will be subject to withholding tax at the rate
described above.
OTHER INFORMATION
CAPITALIZATION
The Advisor Trust is a Massachusetts
business trust established under a Declaration of Trust dated April 5, 1996. The
Trust is a Massachusetts business trust established under a Declaration of Trust
dated April 22, 1987, as a successor to two previously-existing Massachusetts
business trusts, Fund Trust Tax-Free Trust (organized on July 30, 1986) and Fund
Vest (organized on July 17, 1984, and since renamed Fund Source). Prior to
October 3, 1994, the name of the Trust was Fund Trust. Prior to April 12,
2001, the name of the Trust was Republic Funds. Prior to February 28, 2012, the
name of the Trust was HSBC Investor Funds.
The capitalization of each of the Trust
and Advisor Trust consists solely of an unlimited number of shares of beneficial
interest with a par value of $0.001 each. The Boards of Trustees may establish
additional series (with different investment objectives and fundamental
policies) and classes of shares within each series at any time in the future.
Establishment and offering of additional class or series will not alter the
rights of the Funds shareholders. When issued, shares are fully paid,
nonassessable, redeemable and freely transferable. Shares do not have preemptive
rights or subscription rights. In the event of a liquidation of a Fund, each
shareholder is entitled to receive his pro rata share of the net assets of the
Fund.
101
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
The Board of Trustees has appointed
KPMG LLP as the independent registered public accounting firm of the Trusts for
the fiscal year ending October 31, 2013. KPMG LLP will audit each Trusts annual
financial statements, prepare each Trusts income tax returns, and assist in the
filings with the SEC. KPMG LLPs address is 191 West Nationwide Blvd., Suite
500, Columbus, OH 43215.
COUNSEL
Dechert LLP, 1900 K Street, N.W.,
Washington, D.C. 20006, passes upon certain legal matters in connection with the
shares offered by the Trusts, and also acts as counsel to the Trusts. Blank Rome
LLP, 405 Lexington Avenue, New York, New York 10174, acts as counsel to the
Independent Trustees of the Trusts.
CODE OF ETHICS
Each Trust, and each of the Adviser,
the Subadvisers and Citi have adopted a code of ethics, as required by
applicable law, including Rule 17j-1 under the 1940 Act, which is designed to
prevent affiliated persons of the Trust, the Adviser, the Subadvisers and Citi
from engaging in deceptive, manipulative, or fraudulent activities in connection
with securities held or to be acquired by the Fund (which may also be held by
persons subject to a code). Such persons are prohibited from effecting certain
transactions, allowed to effect certain exempt transactions, required to
pre-clear certain transactions and to report certain transactions on a regular
basis.
REGISTRATION STATEMENT
This SAI and the Prospectuses do not
contain all the information included in each Trusts registration statement
filed with the SEC under the 1933 Act with respect to shares of a Fund, certain
portions of which have been omitted pursuant to the rules and regulations of the
SEC. The registration statement, including the exhibits filed therewith, may be
examined at the office of the SEC in Washington, D.C. or on the SECs website at
http://www.sec.gov.
Statements contained herein and in the
Prospectuses as to the contents of any contract or other document referred to
are not necessarily complete, and, in each instance, reference is made to the
copy of such contract or other document that was filed as an exhibit to the
registration statement, each such statement being qualified in all respects by
such reference.
FINANCIAL STATEMENTS
Each Funds current audited financial
statements (and the audited financial statements of the corresponding
Portfolios) dated October 31, 2012 are hereby incorporated herein by reference
from the Annual Report of the Funds dated October 31, 2012, as filed with the
SEC. Copies of the report will be provided without charge to each person
receiving this SAI. As of the date of this SAI, the BRIC Equity Fund, China
Equity Fund, India Equity Fund and Short Duration Fund have not commenced
operations and thus do not have audited financial statements.
SHAREHOLDER INQUIRIES
All shareholder inquiries should be
directed to the Trusts, P.O. Box 182845, Columbus, Ohio 43218-2845.
GENERAL AND ACCOUNT INFORMATION: (800)
782-8183 (TOLL/FREE)
102
APPENDIX E
Westfield Capital Management Company,
L.P.
Proxy Voting Policy
Revised October 2011
Introduction
Westfield Capital Management Company,
L.P. (Westfield) will offer to vote proxies for all client accounts. Westfield
believes that the voting of proxies can be an important tool for investors to
promote best practices in corporate governance and we seek to vote all proxies
in the best interests of our clients as investors. We also recognize that the
voting of proxies with respect to securities held in managed accounts is an
investment responsibility having economic value.
In accordance with Rule 206(4)-6 under
the Investment Advisers Act of 1940 (the Act), Westfield has adopted and
implemented policies and procedures that we believe are reasonably designed to
ensure that proxies are voted in the best interest of our clients. Our authority
to vote proxies for our clients is established by the investment advisory
contract with each client or comparable documents. Clients can contact their
Marketing representative or our Compliance Department (wcmcompliance@wcmgmt.com)
for a report of how their accounts securities were voted if Westfield has
voting authority.
Oversight of Proxy Voting
Function
Westfields proxy voting function is
managed by the firms Compliance team. Westfield has engaged a third party
service provider, Institutional Shareholder Services, Inc. (the vendor), to
assist with the proxy voting function. Westfields Compliance Associate (the
Associate), is responsible for handling the day-to-day items that may arise
from voting proxy ballots. These items include, but are not limited to:
1.
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overseeing the vendor; this
includes performing pe
riodic audits of the
proxy votes and the vendors reconciliation efforts as well as tracking
missing ballots;
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2.
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ensuring required proxy records
are retained according
to applicable
rules and regulations and internal policy;
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3.
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preparing and distributing proxy
reports for internal and externa
l
requests;
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4.
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reviewing proxy policy and voting
guidelines at least annually;
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5.
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identifying and reporting any
conflicts of interest to the other members o
f the Compliance team and if necessary to the Operating and Risk
Management Committee; and
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6.
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conducting vendor due diligence
annually.
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E-1
Proxy Voting
Guidelines
Westfield will utilize the ISS Proxy
Voting Guidelines. We believe these guidelines have been developed in the best
interest of shareholders. Therefore, Westfield will typically not accept client
direction on proxy votes, nor will we notify clients of material proxy proposals
prior to voting. Clients, however, may contact Westfield to inquire how a
particular proposal will be voted.
Clients who have designated proxy
voting authority to Westfield may choose to vote in accordance with the vendors
standard guidelines (Exhibit A), the AFL-CIOs guidelines (Exhibit B), or the
vendors Socially Responsible Guidelines (Exhibit C). Clients who do not
designate a specific set of voting guidelines will be assigned the standard
guidelines (Exhibit A).
As a general policy, information on
Westfields proxy voting decisions or status of votes will not be communicated
or distributed to external solicitors. On occasion, Westfield may provide such
information to solicitors if we believe a response will benefit our clients or a
response is requested from the Westfield security analyst.
Proxy Voting
Process
The vendor tracks proxy meetings and
reconciles proxy ballots received for each meeting. Westfield will use our best
efforts in obtaining any missing ballots; however, we vote only those proxy
ballots our vendor has received. For any missing ballots, the vendor will
contact custodians to locate such missing ballots. Since there can be many
factors affecting proxy ballot retrieval, it is possible that Westfield will not
receive a ballot in time to place a vote. Clients who participate in securities
lending programs should be aware that Westfield will not call back any shares on
loan for proxy voting purposes.
For each meeting, the vendor reviews
the agenda and applies a vote recommendation for each proposal based on the
written guidelines assigned to the applicable accounts. The Associate monitors
this process and conducts periodic reviews of the vendor to ensure votes are
cast in-line with the established guidelines.
Westfield will vote all proxies in
accordance with the guidelines, with the following exceptions:
1.
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Provided that
Westfield is a current holder, all contentious issues, especially special
meeting agendas or contested meetings will be referred to the Westfield
security analyst or portfolio manager who covers the security (the
analyst or manager). Similarly, if Westfield is a current holder and
is among the Top 10 shareholders (based on the vendors published research
papers), the Associate will confirm the recommended votes with the analyst
or manager. If an override to the guidelines is proposed, the analyst or
manager will provide rationale on such decision. If the security is sold
to zero before the date of the meeting, votes will be cast in accordance
with the clients selected policy.
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2.
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At any time, if an
analyst or manager believes that following the guidelines in any specific
case would not be in the clients best interests, he/she may request to
override the guidelines. The request must be in writing and shall include
an explanation of the rationale for doing so.
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Westfield will not override any of the voting positions in
either the AFL-CIOs or vendors Socially Responsible Guidelines (SRI); thus,
the exceptions noted directly above will not apply to voting guidelines set
forth in the AFL-CIO or SRI policies.
Conflicts of
Interest
Westfields policy is to vote proxies
based solely on the investment merits of the proposal. When a conflict of
interest is identified, the Associate will bring it to the attention of the
other members of the Compliance team. If Compliance determines that the conflict
is material in nature, it may be addressed with the Operating & Risk
Management Committee and the analyst or manager.
Rationale for the resolution will be documented, typically via email.
E-2
Proxy Reports
Westfield can provide account specific
proxy reports to clients upon request or at scheduled time periods (e.g.,
quarterly). Client reporting requirements typically are established during the
initial account set-up. The reports will contain at least the following
information:
company name meeting agenda
how
the account voted on each agenda item
whether the account vote was in-line or
against management recommendation
rationale for any votes against the
established guidelines (rationale is not always provided for votes that are
in-line with guidelines since these are set forth in the written guidelines)
Recordkeeping
In accordance with Rule 204-2 of the
Investment Advisers Act of 1940, proxy voting records will be maintained for at
least five years. The following records will be retained by Westfield or the
proxy vendor:
1.
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a copy of the Proxy
Voting Polices and Guidelines and amendments that were in effect for the
past five years;
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2.
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electronic or paper
copies of each proxy statement received by Westfield or the vendor with
respect to securities in client accounts (Westfield may also rely on
obtaining copies of proxy statements from the SECs Electronic Data
Gathering, Analysis, and Retrieval (EDGAR) system);
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3.
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records of each vote
cast for each client;
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4.
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documents created by
Westfield that were material to making a decision on how to vote proxies
or memorializes the basis for such decision (basis for decisions voted in
line with policy is provided in the written guidelines);
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5.
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written reports to
clients on proxy voting and all client requests for information and
Westfields response;
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6.
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disclosure
documentation to clients on how they may obtain information on how we
voted their securities.
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E-3
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2011 U.S. Proxy Voting Guidelines
Concise Summary
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(Digest of Selected Key Guidelines)
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January 3,
2011
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Institutional Shareholder Services
Inc.
Copyright © 2011 by ISS.
The policies contained herein are a sampling
of select, key proxy voting guidelines and are not exhaustive. A full listing of
ISSs 2011 proxy voting guidelines can be found in the Jan. 15, 2011, edition of
the
U.S. Proxy Voting Manual
, and in the
2011 U.S. Proxy
Voting Guidelines Summary.
E-4
www.issgovernance.com
Routine/Miscellaneous
Auditor Ratification
Vote FOR proposals to ratify auditors,
unless any of the following apply:
-
An auditor has a financial interest in or
association with the company, and is therefore not independent;
-
There is reason to
believe that the independent auditor has rendered an opinion which is neither
accurate nor indicative of the companys financial position;
-
Poor accounting
practices are identified that rise to a serious level of concern, such as:
fraud; misapplication of
-
GAAP; and material weaknesses identified in
Section 404 disclosures; or
-
Fees for non-audit services (Other fees)
are excessive.
Non-audit fees are excessive if:
-
Non-audit (other) fees >audit fees +
audit-related fees + tax compliance/preparation fees
44444
Board of Directors
Voting on Director Nominees in Uncontested
Elections
Votes on director nominees should be
determined CASE-BY-CASE.
Four fundamental principles apply when
determining votes on director nominees:
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1.
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Board
Accountability
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2.
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Board
Responsiveness
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3.
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Director
Independence
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4.
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Director
Competence
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1. Board Accountability
VOTE WITHHOLD/AGAINST
1
the
entire board of directors (except new nominees
2
, who should be
considered CASE-BY-CASE), for the following:
Problematic Takeover
Defenses:
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1.1.
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The board is
classified, and a continuing director responsible for a problematic
governance issue at the board/committee level that would warrant a
withhold/against vote recommendation is not up for election -- any or all
appropriate nominees (except new) may be held
accountable;
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____________________
1
In general, companies with a plurality vote standard use
Withhold as the valid contrary vote option in director elections; companies
with a majority vote standard use Against. However, it will vary by company
and the proxy must be checked to determine the valid contrary vote option for
the particular company.
2
A new nominee is any current nominee who has not already
been elected by shareholders and who joined the board after the problematic
action in question transpired. If ISS cannot determine whether the nominee
joined the board before or after the problematic action transpired, the nominee
will be considered a new nominee if he or she joined the board within the 12
months prior to the upcoming shareholder meeting.
E-5
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1.2.
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The board lacks accountability and oversight,
coupled with sustained poor performance relative to peers. Sustained poor
performance is measured by one- and three-year total shareholder returns
in the bottom half of a companys four-digit GICS industry group (Russell
3000 companies only). Take into consideration the companys five-year
total shareholder return and five-year operational metrics. Problematic
provisions include but are not limited to:
-
A classified board structure;
-
A
supermajority vote requirement;
-
Majority vote standard for director
elections with no carve out for contested elections;
-
The inability
for shareholders to call special meetings;
-
The inability
for shareholders to act by written consent;
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A dual-class structure; and/or
-
A
non-shareholder approved poison pill.
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1.3.
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The companys poison
pill has a dead-hand or modified dead-hand feature. Vote
withhold/against every year until this feature is removed;
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1.4.
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The board adopts a
poison pill with a term of more than 12 months (long-term pill), or
renews any existing pill, including any short-term pill (12 months or
less), without shareholder approval. A commitment or policy that puts a
newly-adopted pill to a binding shareholder vote may potentially offset an
adverse vote recommendation. Review such companies with classified boards
every year, and such companies with annually-elected boards at least once
every three years, and vote AGAINST or WITHHOLD votes from all nominees if
the company still maintains a non-shareholder-approved poison pill. This
policy applies to all companies adopting or renewing pills after the
announcement of this policy (Nov 19, 2009);
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1.5.
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The board makes a
material adverse change to an existing poison pill without shareholder
approval.
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Vote CASE-BY-CASE on all nominees if:
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1.6.
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the board adopts a poison pill with a term of
12 months or less (short-term pill) without shareholder approval, taking
into account the following factors:
-
The date of the pills adoption relative to the date of
the next meeting of shareholders- i.e. whether the company had time to
put the pill on ballot for shareholder ratification given the
circumstances;
-
The issuers
rationale;
-
The issuer's
governance structure and practices; and
-
The issuer's
track record of accountability to shareholders.
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Problematic Audit-Related
Practices
Generally, vote AGAINST or WITHHOLD
from the members of the Audit Committee if:
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1.7.
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The non-audit fees
paid to the auditor are excessive (see discussion under
Auditor Ratification
);
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1.8.
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The company receives
an adverse opinion on the companys financial statements from its auditor;
or
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1.9.
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There is persuasive
evidence that the audit committee entered into an inappropriate
indemnification agreement with its auditor that limits the ability of the
company, or its shareholders, to pursue legitimate legal recourse against
the audit firm.
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Vote CASE-BY-CASE on members of the
Audit Committee and/or the full board if:
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1.10.
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Poor accounting
practices are identified that rise to a level of serious concern, such as:
fraud; misapplication of GAAP; and material weaknesses identified in
Section 404 disclosures. Examine the severity, breadth, chronological
sequence and duration, as well as the companys efforts at remediation or
corrective actions, in determining whether WITHHOLD/AGAINST votes are
warranted.
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E-6
Problematic Compensation
Practices
Vote WITHHOLD/AGAINST the members of
the Compensation Committee and potentially the full board if:
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1.11.
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There is a negative
correlation between chief executive pay and company performance (see
Pay for Performance
Policy);
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1.12.
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The company reprices
underwater options for stock, cash, or other consideration without prior
shareholder approval, even if allowed in the company's equity
plan;
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1.13.
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The company fails to
submit one-time transfers of stock options to a shareholder
vote;
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1.14.
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The company fails to
fulfill the terms of a burn rate commitment made to
shareholders;
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1.15.
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The company has
problematic pay practices. Problematic pay practices may warrant
withholding votes from the CEO and potentially the entire board as
well.
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Governance
Failures
Under extraordinary circumstances, vote
AGAINST or WITHHOLD from directors individually, committee members, or the
entire board, due to:
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1.16.
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Material failures of
governance, stewardship, or fiduciary responsibilities at the
company;
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1.17.
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Failure to replace
management as appropriate; or
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1.18.
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Egregious actions
related to the director(s) service on other boards that raise substantial
doubt about his or her ability to effectively oversee management and serve
the best interests of shareholders at any
company.
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2. Board Responsiveness
Vote WITHHOLD/AGAINST the entire board
of directors (except new nominees, who should be considered CASE BY-CASE), if:
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2.1.
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The board failed to
act on a shareholder proposal that received approval by a majority of the
shares outstanding the previous year; or
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2.2.
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The board failed to
act on a shareholder proposal that received approval of the majority of
shares cast in the last year and one of the two previous
years.
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2.3.
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The board failed to
act on takeover offers where the majority of the shareholders tendered
their shares; or
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2.4.
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At the previous board
election, any director received more than 50 percent withhold/against
votes of the shares cast and the company has failed to address the
issue(s) that caused the high withhold/against
vote.
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3. Director Independence
Vote WITHHOLD/AGAINST Inside Directors
and Affiliated Outside Directors (per the
Categorization of Directors
) when:
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3.1.
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The inside or
affiliated outside director serves on any of the three key committees:
audit, compensation, or nominating;
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3.2.
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The company lacks an
audit, compensation, or nominating committee so that the full board
functions as that committee;
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3.3.
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The company lacks a
formal nominating committee, even if the board attests that the
independent directors fulfill the functions of such a committee;
or
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3.4.
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The full board is less
than majority independent.
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4. Director Competence
VOTE WITHHOLD/AGAINST the entire board
of directors (except new nominees, who should be considered CASE-BY-CASE), if:
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4.1.
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The companys proxy
indicates that not all directors attended 75 percent of the aggregate
board and committee meetings, but fails to provide the required disclosure
of the names of the director(s) involved.
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E-7
Generally vote AGAINST or WITHHOLD from
individual directors who:
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4.2.
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Attend less than 75
percent of the board and committee meetings (with the exception of new
nominees). Acceptable reasons for director(s) absences are generally
limited to the following:
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-
Medical issues/illness;
-
Family
emergencies; and
-
If the director's total service was three
meetings or fewer and the director missed only one meeting.
These reasons for directors'
absences will only be considered by ISS if disclosed in the proxy or
another SEC filing. If the disclosure is insufficient to determine whether
a director attended at least 75 percent of board and committee meetings in
aggregate, vote AGAINST/WITHHOLD from the director.
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Vote AGAINST or WITHHOLD from
individual directors who:
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4.3.
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Sit on more than six
public company boards; or
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4.4.
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Are CEOs of public
companies who sit on the boards of more than two public companies besides
their own--withhold only at their outside
boards.
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44444
Voting for Director Nominees in Contested
Elections
Vote CASE-BY-CASE on the election of
directors in contested elections, considering the following factors:
-
Long-term financial performance of the target
company relative to its industry;
-
Managements track
record;
-
Background to the
proxy contest;
-
Qualifications of
director nominees (both slates);
-
Strategic plan of
dissident slate and quality of critique against management;
-
Likelihood that the
proposed goals and objectives can be achieved (both slates);
-
Stock ownership
positions.
44444
Independent Chair (Separate
Chair/CEO)
Generally vote FOR shareholder
proposals requiring that the chairmans position be filled by an independent
director, unless the company satisfies
all
of the following criteria:
The company maintains the following
counterbalancing governance structure:
-
Designated lead director, elected by and from the
independent board members with clearly delineated and comprehensive duties.
(The role may alternatively reside with a presiding director, vice chairman,
or rotating lead director; however the director must serve a minimum of one
year in order to qualify as a lead director.) The duties should include, but
are not limited to, the following:
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-
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presides at all meetings of the board at which the
chairman is not present, including executive sessions of the independent
directors;
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serves as liaison between the chairman and the
independent directors;
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approves information sent to the board;
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approves meeting agendas for the board;
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approves meeting schedules to assure that there is
sufficient time for discussion of all agenda items;
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has the authority to call meetings of the independent
directors;
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if requested by major shareholders, ensures that he is
available for consultation and direct
communication;
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Two-thirds independent board;
E-8
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All independent key committees;
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Established
governance guidelines;
-
A company in the Russell 3000 universe must not
have exhibited sustained poor total shareholder return (TSR) performance,
defined as one- and three-year TSR in the bottom half of the companys
four-digit GICS industry group (using Russell 3000 companies only), unless
there has been a change in the Chairman/CEO position within that time.
For companies not in the Russell 3000 universe,
the company must not have underperformed both its peers and index on the basis
of both one-year and three-year total shareholder returns, unless there has
been a change in the Chairman/CEO position within that time;
-
The company does
not have any problematic governance or management issues, examples of which
include, but are not limited to:
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Egregious compensation
practices;
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Multiple related-party transactions
or other issues putting director independence at risk;
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Corporate and/or management
scandals;
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Excessive problematic corporate
governance provisions; or
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Flagrant actions by management or the
board with potential or realized negative impacts on
shareholders.
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44444
Shareholder Rights &
Defenses
Net Operating Loss (NOL) Protective
Amendments
Vote AGAINST proposals to adopt a
protective amendment for the stated purpose of protecting a company's net
operating losses (NOLs) if the effective term of the protective amendment
would exceed the shorter of three years and the exhaustion of the NOL.
Vote CASE-BY-CASE, considering the
following factors, for management proposals to adopt an NOL protective amendment
that would remain in effect for the shorter of three years (or less) and the
exhaustion of the NOL:
-
The ownership threshold (NOL protective amendments
generally prohibit stock ownership transfers that would result in a new
5-percent holder or increase the stock ownership percentage of an existing
5-percent holder);
-
The value of the
NOLs;
-
Shareholder
protection mechanisms (sunset provision or commitment to cause expiration of
the protective amendment upon exhaustion or expiration of the NOL);
-
The company's
existing governance structure including: board independence, existing takeover
defenses, track record of responsiveness to shareholders, and any other
problematic governance concerns; and
-
Any other factors
that may be applicable.
44444
Poison Pills- Management Proposals to
Ratify Poison Pill
Vote CASE-BY-CASE on management
proposals on poison pill ratification, focusing on the features of the
shareholder rights plan. Rights plans should contain the following attributes:
-
No lower than a 20% trigger, flip-in or flip-over;
-
A term of no more
than three years;
-
No dead-hand, slow-hand, no-hand or similar
feature that limits the ability of a future board to redeem the pill;
-
Shareholder
redemption feature (qualifying offer clause); if the board refuses to redeem
the pill 90 days after a qualifying offer is announced, 10 percent of the
shares may call a special meeting or seek a written consent to vote on
rescinding the pill.
E-9
In addition, the rationale for adopting
the pill should be thoroughly explained by the company. In examining the request
for the pill, take into consideration the companys existing governance
structure, including: board independence, existing takeover defenses, and any
problematic governance concerns.
44444
Poison Pills- Management Proposals to
Ratify a Pill to Preserve Net Operating Losses (NOLs)
Vote AGAINST proposals to adopt a
poison pill for the stated purpose of protecting a company's net operating
losses (NOLs) if the term of the pill would exceed the shorter of three years
and the exhaustion of the NOL.
Vote CASE-BY-CASE on management
proposals for poison pill ratification, considering the following factors, if
the term of the pill would be the shorter of three years (or less) and the
exhaustion of the NOL:
-
The ownership threshold to transfer (NOL pills
generally have a trigger slightly below 5 percent);
-
The value of the
NOLs;
-
Shareholder
protection mechanisms (sunset provision, or commitment to cause expiration of
the pill upon exhaustion or expiration of NOLs);
-
The company's
existing governance structure including: board independence, existing takeover
defenses, track record of responsiveness to shareholders, and any other
problematic governance concerns; and
-
Any other factors
that may be applicable.
44444
Shareholder Ability to Act by Written
Consent
Generally vote AGAINST management and
shareholder proposals to restrict or prohibit shareholders' ability to act by
written consent.
Generally vote FOR management and
shareholder proposals that provide shareholders with the ability to act by
written consent, taking into account the following factors:
-
Shareholders' current right to act by written
consent;
-
The consent
threshold;
-
The inclusion of
exclusionary or prohibitive language;
-
Investor ownership
structure; and
-
Shareholder support of, and management's response
to, previous shareholder proposals.
Vote CASE-BY-CASE on shareholder
proposals if, in addition to the considerations above, the company has the
following governance and antitakeover provisions:
-
An unfettered
3
right for shareholders
to call special meetings at a 10 percent threshold;
-
A majority vote
standard in uncontested director elections;
-
No
non-shareholder-approved pill; and
-
An annually elected
board.
44444
____________________
3
"Unfettered" means no restrictions on agenda items, no
restrictions on the number of shareholders who can group together to reach the
10 percent threshold, and only reasonable limits on when a meeting can be
called: no greater than 30 days after the last annual meeting and no greater
than 90 prior to the next annual meeting.
E-10
Shareholder Ability to Call Special
Meetings
Vote AGAINST management or shareholder
proposals to restrict or prohibit shareholders ability to call special
meetings.
Generally vote FOR management or
shareholder proposals that provide shareholders with the ability to call special
meetings taking into account the following factors:
-
Shareholders current right to call special
meetings;
-
Minimum ownership threshold necessary to call
special meetings (10% preferred);
-
The inclusion of
exclusionary or prohibitive language;
-
Investor ownership
structure; and
-
Shareholder support
of, and managements response to, previous shareholder
proposals.
44444
CAPITAL/RESTRUCTURING
Common Stock Authorization
Vote FOR proposals to increase the
number of authorized common shares where the primary purpose of the increase is
to issue shares in connection with a transaction on the same ballot that
warrants support.
Vote AGAINST proposals at companies
with more than one class of common stock to increase the number of authorized
shares of the class of common stock that has superior voting rights.
Vote AGAINST proposals to increase the
number of authorized common shares if a vote for a reverse stock split on the
same ballot is warranted despite the fact that the authorized shares would not
be reduced proportionally.
Vote CASE-BY-CASE on all other
proposals to increase the number of shares of common stock authorized for
issuance. Take into account company-specific factors that include, at a minimum,
the following:
-
Past Board Performance:
-
The company's use of authorized shares during
the last three years
-
The Current Request:
-
Disclosure in the proxy statement of the
specific purposes of the proposed increase;
-
Disclosure in the proxy statement of
specific and severe risks to shareholders of not approving the request;
and
-
The dilutive impact of the request as
determined by an allowable increase calculated by ISS (typically 100 percent
of existing authorized shares) that reflects the company's need for shares
and total shareholder returns.
44444
Preferred Stock
Authorization
Vote FOR proposals to increase the
number of authorized preferred shares where the primary purpose of the increase
is to issue shares in connection with a transaction on the same ballot that
warrants support.
Vote AGAINST proposals at companies
with more than one class or series of preferred stock to increase the number of
authorized shares of the class or series of preferred stock that has superior
voting rights.
E-11
Vote CASE-BY-CASE on all other
proposals to increase the number of shares of preferred stock authorized for
issuance. Take into account company-specific factors that include, at a minimum,
the following:
-
Past Board Performance:
-
The company's use of authorized preferred shares
during the last three years;
-
The Current Request:
-
Disclosure in the proxy statement of the
specific purposes for the proposed increase;
-
Disclosure in the proxy statement of specific
and severe risks to shareholders of not approving the request;
-
In cases where the company has existing
authorized preferred stock, the dilutive impact of the request as determined
by an allowable increase calculated by ISS (typically 100 percent of
existing authorized shares) that reflects the company's need for shares and
total shareholder returns; and
-
Whether the shares requested are blank check
preferred shares that can be used for antitakeover
purposes.
44444
Mergers and Acquisitions
Vote CASE BY- CASE on mergers and
acquisitions. Review and evaluate the merits and drawbacks of the proposed
transaction, balancing various and sometimes countervailing factors including:
-
Valuation
-
Is the value to be received by the target shareholders (or paid by the
acquirer) reasonable? While the fairness opinion may provide an initial
starting point for assessing valuation reasonableness, emphasis is placed on
the offer premium, market reaction and strategic rationale.
-
Market reaction
- How has the market responded to the proposed deal? A negative market
reaction should cause closer scrutiny of a deal.
-
Strategic rationale
- Does the deal make sense strategically? From where is the value
derived? Cost and revenue synergies should not be overly aggressive or
optimistic, but reasonably achievable. Management should also have a favorable
track record of successful integration of historical acquisitions.
-
Negotiations and process
- Were the terms of the transaction negotiated at
arm's-length? Was the process fair and equitable? A fair process helps to
ensure the best price for shareholders. Significant negotiation "wins" can
also signify the deal makers' competency. The comprehensiveness of the sales
process (e.g., full auction, partial
-
auction, no
auction) can also affect shareholder value.
-
Conflicts of
interest
- Are insiders benefiting from the
transaction disproportionately and inappropriately as compared to non-insider
shareholders? As the result of potential conflicts, the directors and officers
of the company may be more likely to vote to approve a merger than if they did
not hold these interests. Consider whether these interests may have influenced
these directors and officers to support or recommend the merger.
The CIC figure presented in the "ISS Transaction Summary"
section of this report is an aggregate figure that can in certain cases be a
misleading indicator of the true value transfer from shareholders to insiders.
Where such figure appears to be excessive, analyze the underlying assumptions
to determine whether a potential conflict exists.
-
Governance
-
Will the combined company have a better or worse governance profile than the
current governance profiles of the respective parties to the transaction? If
the governance profile is to change for the worse, the burden is on the
company to prove that other issues (such as valuation) outweigh any
deterioration in governance.
44444
E-12
COMPENSATION
Executive Pay
Evaluation
Underlying all evaluations are five
global principles that most investors expect corporations to adhere to in
designing and administering executive and director compensation programs:
|
1.
|
|
Maintain appropriate
pay-for-performance alignment, with emphasis on long-term shareholder
value: This principle encompasses overall executive pay practices, which
must be designed to attract, retain, and appropriately motivate the key
employees who drive shareholder value creation over the long term. It will
take into consideration, among other factors, the link between pay and
performance; the mix between fixed and variable pay; performance goals;
and equity-based plan costs;
|
|
|
|
2.
|
|
Avoid arrangements
that risk pay for failure: This principle addresses the appropriateness
of long or indefinite contracts, excessive severance packages, and
guaranteed compensation;
|
|
|
|
3.
|
|
Maintain an
independent and effective compensation committee: This principle promotes
oversight of executive pay programs by directors with appropriate skills,
knowledge, experience, and a sound process for compensation
decision-making (e.g., including access to independent expertise and
advice when needed);
|
|
|
|
4.
|
|
Provide shareholders
with clear, comprehensive compensation disclosures: This principle
underscores the importance of informative and timely disclosures that
enable shareholders to evaluate executive pay practices fully and
fairly;
|
|
|
|
5.
|
|
Avoid inappropriate
pay to non-executive directors: This principle recognizes the interests of
shareholders in ensuring that compensation to outside directors does not
compromise their independence and ability to make appropriate judgments in
overseeing managers pay and performance. At the market level, it may
incorporate a variety of generally accepted best
practices.
|
Advisory Votes on Executive Compensation-
Management Proposals (Management Say-on-Pay)
Evaluate executive pay and practices,
as well as certain aspects of outside director compensation CASE-BY-CASE.
Vote AGAINST management say on pay
(MSOP) proposals, AGAINST/WITHHOLD on compensation committee members (or, in
rare cases where the full board is deemed responsible, all directors including
the CEO), and/or AGAINST an equity-based incentive plan proposal if:
-
There is a misalignment between CEO pay and
company performance (pay for performance);
-
The company
maintains problematic pay practices;
-
The board exhibits
poor communication and responsiveness to shareholders.
Voting Alternatives
In general, the management say on pay
(MSOP) ballot item is the primary focus of voting on executive pay practices--dissatisfaction with compensation practices can be expressed by voting against
MSOP rather than withholding or voting against the compensation committee.
However, if there is no MSOP on the ballot, then the negative vote will apply to
members of the compensation committee. In addition, in egregious cases, or if
the board fails to respond to concerns raised by a prior MSOP proposal, then
vote withhold or against compensation committee members (or, if the full board
is deemed accountable, all directors). If the negative factors involve
equity-based compensation, then vote AGAINST an equity-based plan proposal
presented for shareholder approval.
Additional CASE-BY-CASE
considerations for the management say on pay (MSOP) proposals:
-
Evaluation of performance metrics in short-term
and long-term plans, as discussed and explained in the Compensation Discussion
& Analysis (CD&A). Consider the measures, goals, and target awards
reported by the company for executives short- and long-term incentive awards:
disclosure, explanation of their alignment with the companys business
strategy, and whether goals appear to be sufficiently challenging in relation
to resulting payouts;
-
Evaluation of peer
group benchmarking used to set target pay or award opportunities. Consider the
rationale stated by the company for constituents in its pay benchmarking peer
group, as well as the benchmark targets it uses to set or validate executives
pay (e.g., median, 75th percentile, etc.,) to ascertain whether the
benchmarking process is sound or may result in pay ratcheting due to
inappropriate peer group constituents (e.g., much larger companies) or
targeting (e.g., above median); and
E-13
-
Balance of performance-based versus
non-performance-based pay. Consider the ratio of performance-based (not
including plain vanilla stock options) vs. non-performance-based pay elements
reported for the CEOs latest reported fiscal year compensation, especially in
conjunction with concerns about other factors such as performance
metrics/goals, benchmarking practices, and pay-for-performance
disconnects.
Primary Evaluation Factors for
Executive Pay
Pay for Performance
Evaluate the alignment of the CEOs pay
with performance over time, focusing particularly on companies that have
underperformed their peers over a sustained period. From a shareholders
perspective, performance is predominantly gauged by the companys stock
performance over time. Even when financial or operational measures are utilized
in incentive awards, the achievement related to these measures should ultimately
translate into superior shareholder returns in the long-term.
Focus on companies with sustained
underperformance relative to peers, considering the following key factors:
-
Whether a companys one-year and three-year total
shareholder returns (TSR) are in the bottom half of its industry group
(i.e., four-digit GICS Global Industry Classification Group); and
-
Whether the total compensation of a CEO who has
served at least two consecutive fiscal years is aligned with the companys
total shareholder return over time, including both recent and long-term
periods.
If a company falls in the bottom half of
its four-digit GICS, further analysis of the CD&A is required to better
understand the various pay elements and whether they create or reinforce
shareholder alignment. Also assess the CEOs pay relative to the companys TSR
over a time horizon of at least five years. The most recent year-over-year
increase or decrease in pay remains a key consideration, but there will be
additional emphasis on the long term trend of CEO total compensation relative to
shareholder return. Also consider the mix of performance-based compensation
relative to total compensation. In general, standard stock options or
time-vested restricted stock are not considered to be performance-based. If a
company provides performance-based incentives to its executives, the company is
highly encouraged to provide the complete disclosure of the performance measure
and goals (hurdle rate) so that shareholders can assess the rigor of the
performance program. The use of non-GAAP financial metrics also makes it very
challenging for shareholders to ascertain the rigor of the program as
shareholders often cannot tell the type of adjustments being made and if the
adjustments were made consistently. Complete and transparent disclosure helps
shareholders to better understand the companys pay for performance linkage.
Problematic Pay
Practices
If the company maintains problematic pay
practices, generally vote:
-
AGAINST management "say on pay" (MSOP)
proposals;
-
AGAINST/WITHHOLD on compensation committee members
(or in rare cases where the full board is deemed responsible, all directors
including the CEO):
-
In egregious situations;
-
When no MSOP item is on the ballot; or
-
When the board has failed to respond to concerns
raised in prior MSOP evaluations; and/or
-
AGAINST an equity incentive plan proposal if excessive
non-performance-based equity awards are the major contributors to a
pay-for-performance misalignment.
The focus is on executive compensation
practices that contravene the global pay principles, including:
-
Problematic practices related to
non-performance-based compensation elements;
-
Incentives that may motivate excessive
risk-taking; and
-
Options Backdating.
E-14
Problematic Pay Practices related to
Non-Performance-Based Compensation Elements
Pay elements that are not directly based
on performance are generally evaluated CASE-BY-CASE considering the context of a
company's overall pay program and demonstrated pay-for-performance philosophy.
Please refer to ISS' Compensation FAQ document for detail on specific pay
practices that have been identified as potentially problematic and may lead to
negative recommendations if they are deemed to be inappropriate or unjustified
relative to executive pay best practices. The list below highlights the
problematic practices that carry significant weight in this overall
consideration and may result in adverse vote recommendations:
-
Repricing or replacing of underwater stock
options/SARS without prior shareholder approval (including cash buyouts and
voluntary surrender of underwater options);
-
Excessive perquisites or tax gross-ups, including any
gross-up related to a secular trust or restricted stock vesting;
-
New or extended agreements that
provide for:
-
CIC payments exceeding 3 times base
salary and average/target/most recent bonus;
-
CIC severance payments without
involuntary job loss or substantial diminution of duties ("single" or
"modified single" triggers);
-
CIC payments with excise tax
gross-ups (including "modified" gross-ups).
Incentives that may Motivate Excessive
Risk-Taking
Assess company policies and disclosure
related to compensation that could incentivize excessive risk-taking, for
example:
-
Multi-year guaranteed bonuses;
-
A single performance metric used for short- and
long-term plans;
-
Lucrative severance packages;
-
High pay
opportunities relative to industry peers;
-
Disproportionate supplemental pensions; or
-
Mega annual equity grants that provide unlimited
upside with no downside risk.
Factors that potentially mitigate the
impact of risky incentives include rigorous claw-back provisions and robust
stock ownership/holding guidelines.
Options Backdating
Vote CASE-BY-CASE on options backdating
issues. Generally, when a company has
recently
practiced options backdating,
WITHHOLD from or vote AGAINST the compensation committee, depending on the
severity of the practices and the subsequent corrective actions on the part of
the board. When deciding on votes on compensation committee members who oversaw
questionable options grant practices or current compensation committee members
who fail to respond to the issue proactively, consider several factors,
including, but not limited to, the following:
-
Reason and motive for the options backdating
issue, such as inadvertent vs. deliberate grant date changes;
-
Duration of options backdating;
-
Size of restatement due to options
backdating;
-
Corrective actions taken by the board or
compensation committee, such as canceling or re-pricing backdated options, the
recouping of option gains on backdated grants; and
-
Adoption of a grant policy that prohibits
backdating, and creates a fixed grant schedule or window period for equity
grants in the future.
A CASE-BY-CASE analysis approach allows
distinctions to be made between companies that had sloppy plan administration
versus those that acted deliberately and/or committed fraud, as well as those
companies that subsequently took corrective action. Cases where companies have
committed fraud are considered most egregious.
E-15
Board Communications and
Responsiveness
Consider the following factors
CASE-BY-CASE when evaluating ballot items related to executive pay:
-
Poor disclosure practices, including:
-
Unclear explanation of how the CEO is involved
in the pay setting process;
-
Retrospective
performance targets and methodology not discussed;
-
Methodology for benchmarking practices and/or peer group not
disclosed and explained.
-
Boards responsiveness to investor input and
engagement on compensation issues, for example:
-
Failure to respond to majority-supported shareholder proposals on
executive pay topics; or
-
Failure to
respond to concerns raised in connection with significant opposition to MSOP
proposals.
44444
Frequency of
Advisory Vote on Executive Compensation (Management "Say on Pay")
Vote FOR annual advisory votes on
compensation, which provide the most consistent and clear communication channel
for shareholder concerns about companies' executive pay programs.
44444
Voting on Golden Parachutes in an Acquisition,
Merger, Consolidation, or Proposed Sale
Vote CASE-BY-CASE on proposals to approve the company's golden
parachute compensation, consistent with ISS' policies on problematic pay
practices related to severance packages. Features that may lead to a vote
AGAINST include:
-
Recently adopted or materially amended agreements
that include excise tax gross-up provisions (since prior annual
meeting);
-
Recently adopted or materially amended agreements
that include modified single triggers (since prior annual meeting);
-
Single trigger payments that will happen
immediately upon a change in control, including cash payment and such items as
the acceleration of performance-based equity despite the failure to achieve
performance measures;
-
Single-trigger vesting of equity based on a
definition of change in control that requires only shareholder approval of the
transaction (rather than consummation);
-
Potentially excessive severance payments;
-
Recent amendments or other changes that may make
packages so attractive as to influence merger agreements that may not be in
the best interests of shareholders;
-
In the case of a substantial gross-up from
pre-existing/grandfathered contract: the element that triggered the gross-up
(i.e., option mega-grants at low point in stock price, unusual or outsized
payments in cash or equity made or negotiated prior to the merger); or
-
The company's assertion that a proposed
transaction is conditioned on shareholder approval of the golden parachute
advisory vote. ISS would view this as problematic from a corporate governance
perspective.
In cases where the golden parachute vote
is incorporated into a company's separate advisory vote on compensation
("management "say on pay"), ISS will evaluate the "say on pay" proposal in
accordance with these guidelines, which may give higher weight to that component
of the overall evaluation.
Equity-Based and Other Incentive
Plans
Vote CASE-BY-CASE on equity-based
compensation plans. Vote AGAINST the equity plan if any of the following factors
apply:
-
The total cost of the companys equity plans is
unreasonable;
-
The plan expressly permits the repricing of stock
options/stock appreciate rights (SARs) without prior shareholder
approval;
E-16
-
The CEO is a participant in the proposed
equity-based compensation plan and there is a disconnect between CEO pay and
the companys performance where over 50 percent of the year-over-year increase
is attributed to equity awards (see Pay-for-Performance);
-
The companys three year burn rate exceeds the
greater of 2% or the mean plus one standard deviation of its industry group
but no more than two percentage points (+/-) from the prior-year industry
group cap;
-
Liberal Change of Control Definition: The plan
provides for the acceleration of vesting of equity awards even though an
actual change in control may not occur (e.g., upon shareholder approval of a
transaction or the announcement of a tender offer); or
-
The plan is a vehicle for problematic pay
practices.
44444
Shareholder Proposals on
Compensation
Golden Coffins/Executive Death
Benefits
Generally vote FOR proposals calling
companies to adopt a policy of obtaining shareholder approval for any future
agreements and corporate policies that could oblige the company to make payments
or awards following the death of a senior executive in the form of unearned
salary or bonuses, accelerated vesting or the continuation in force of unvested
equity grants, perquisites and other payments or awards made in lieu of
compensation. This would not apply to any benefit programs or equity plan
proposals that the broad-based employee population is eligible.
44444
Hold Equity Past Retirement or for a
Significant Period of Time
Vote CASE-BY-CASE on shareholder proposals
asking companies to adopt policies requiring senior executive officers to retain
all or a significant portion of the shares acquired through compensation plans,
either:
-
while employed and/or for two years following the
termination of their employment ; or
-
for a substantial period following the lapse of
all other vesting requirements for the award (lock-up period), with ratable
release of a portion of the shares annually during the lock-up
period.
The following factors will be taken into
account:
-
Whether the company has any holding period,
retention ratio, or officer ownership requirements in place. These should
consist of:
- Rigorous stock ownership guidelines;
- A holding period
requirement coupled with a significant long-term ownership requirement;
or
- A meaningful retention ratio;
-
Actual officer stock ownership and the degree to which it meets or exceeds
the proponents suggested holding period/retention ratio or the companys own
stock ownership or retention requirements;
-
Post-termination holding requirement policies or any policies aimed at
mitigating risk taking by senior executives;
-
Problematic pay practices, current and past, which may promote a
short-term versus a long-term focus.
A rigorous stock ownership guideline
should be at least 10x base salary for the CEO, with the multiple declining for
other executives. A meaningful retention ratio should constitute at least 50
percent of the stock received from equity awards (on a net proceeds basis) held
on a long-term basis, such as the executives tenure with the company or even a
few years past the executives termination with the company.
E-17
Vote CASE-BY-CASE on shareholder proposals
asking companies to adopt policies requiring Named Executive Officers to retain
75% of the shares acquired through compensation plans while employed and/or for
two years following the termination of their employment, and to
report to shareholders regarding this policy. The following factors will be
taken into account:
-
Whether the company has any holding period,
retention ratio, or officer ownership requirements in place. These should
consist of:
- Rigorous stock ownership guidelines, or
- A holding period
requirement coupled with a significant long-term ownership requirement,
or
- A meaningful retention ratio,
-
Actual officer stock ownership and the degree to
which it meets or exceeds the proponents suggested holding period/retention
ratio or the companys own stock ownership or retention requirements.
-
Problematic pay practices, current and past, which
may promote a short-term versus a long-term focus.
A rigorous stock ownership guideline
should be at least 10x base salary for the CEO, with the multiple declining for
other executives. A meaningful retention ratio should constitute at least 50
percent of the stock received from equity awards (on a net proceeds basis) held
on a long-term basis, such as the executives tenure with the company or even a
few years past the executives termination with the company.
Generally vote AGAINST shareholder
proposals that mandate a minimum amount of stock that directors must own in
order to qualify as a director or to remain on the board. While ISS favors stock
ownership on the part of directors, the company should determine the appropriate
ownership requirement.
44444
Social/Environmental
Issues
Overall Approach
When evaluating social and environmental
shareholder proposals, ISS considers the following factors:
-
Whether adoption of the proposal is likely to
enhance or protect shareholder value;
-
Whether the information requested concerns
business issues that relate to a meaningful percentage of the company's
business as measured by sales, assets, and earnings;
-
The degree to which the company's stated position
on the issues raised in the proposal could affect its reputation or sales, or
leave it vulnerable to a boycott or selective purchasing;
-
Whether the issues presented are more
appropriately/effectively dealt with through governmental or company-specific
action;
-
Whether the company has already responded in some
appropriate manner to the request embodied in the proposal;
-
Whether the company's analysis and voting
recommendation to shareholders are persuasive;
-
What other companies have done in response to the
issue addressed in the proposal;
-
Whether the proposal itself is well framed and the
cost of preparing the report is reasonable;
-
Whether implementation of the proposals request
would achieve the proposals objectives;
-
Whether the subject of the proposal is best left
to the discretion of the board;
-
Whether the requested information is available to
shareholders either from the company or from a publicly available source;
and
-
Whether providing this information would reveal
proprietary or confidential information that would place the company at a
competitive disadvantage.
44444
Board Diversity
Generally vote
FOR
requests for reports on the
company's efforts to diversify the board, unless:
-
The gender and racial minority representation of
the companys board is reasonably inclusive in relation to companies of similar size and
business; and
-
The board already reports on its nominating
procedures and gender and racial minority initiatives on the board and within
the company.
E-18
Vote CASE-BY-CASE on proposals asking the
company to increase the gender and racial minority representation on its board,
taking into account:
-
The degree of existing gender and racial minority
diversity on the companys board and among its executive officers;
-
The level of gender and racial minority
representation that exists at the companys industry peers;
-
The companys established process for addressing
gender and racial minority board representation;
-
Whether the proposal includes an overly
prescriptive request to amend nominating committee charter language;
-
The independence of the companys nominating
committee;
-
The company uses an outside search firm to
identify potential director nominees; and
-
Whether the company has had recent controversies,
fines, or litigation regarding equal employment practices.
44444
Gender Identity, Sexual Orientation, and
Domestic Partner Benefits
Generally vote FOR proposals seeking to
amend a companys EEO statement or diversity policies to prohibit discrimination
based on sexual orientation and/or gender identity, unless the change would
result in excessive costs for the company.
Generally vote AGAINST proposals to extend
company benefits to, or eliminate benefits from domestic partners. Decisions
regarding benefits should be left to the discretion of the company.
44444
Greenhouse Gas (GHG) Emissions
Generally vote FOR proposals requesting a
report on greenhouse gas (GHG) emissions from company operations and/or products
and operations, unless:
-
The company already provides current,
publicly-available information on the impacts that GHG emissions may have on
the company as well as associated company policies and procedures to address
related risks and/or opportunities;
-
The company's level of disclosure is comparable to
that of industry peers; and
-
There are no significant, controversies, fines,
penalties, or litigation associated with the company's GHG
emissions.
Vote CASE-BY-CASE on proposals that call
for the adoption of GHG reduction goals from products and operations, taking
into account:
-
Overly prescriptive requests for the reduction in
GHG emissions by specific amounts or within a specific time frame;
-
Whether company disclosure lags behind industry
peers;
-
Whether the company has been the subject of
recent, significant violations, fines, litigation, or controversy related to
GHG emissions;
-
The feasibility of reduction of GHGs given the
companys product line and current technology and;
-
Whether the company already provides meaningful
disclosure on GHG emissions from its products and
operations.
44444
E-19
Environmental, Social, and Governance (ESG)
Compensation-Related Proposals
Generally vote AGAINST proposals to link,
or report on linking, executive compensation to environmental and social
criteria such as corporate downsizings, customer or employee satisfaction,
community involvement, human rights, environmental performance, or predatory
lending. However, the following factors will be considered:
-
Whether the company has significant and persistent
controversies or violations regarding social and/or environmental
issues;
-
Whether the company has management systems and
oversight mechanisms in place regarding its social and environmental
performance;
-
The degree to which industry peers have
incorporated similar non-financial performance criteria in their executive
compensation practices; and
-
The companys current level of disclosure
regarding its environmental and social performance.
Generally vote AGAINST proposals calling
for an analysis of the pay disparity between corporate executives and other non
- executive employees. The value of the information sought by such proposals is
unclear.
44444
Political Contributions and Trade Associations
Spending
Generally vote AGAINST proposals asking
the company to affirm political nonpartisanship in the workplace so long as:
-
There are no recent, significant controversies,
fines or litigation regarding the companys political contributions or trade
association spending; and
-
The company has procedures in place to ensure that
employee contributions to company-sponsored political action committees (PACs)
are strictly voluntary and prohibits coercion.
Vote AGAINST proposals to publish in
newspapers and public media the company's political contributions. Such
publications could present significant cost to the company without providing
commensurate value to shareholders.
Vote CASE-BY-CASE on proposals to improve
the disclosure of a company's political contributions and trade association
spending considering:
-
Recent significant controversy or litigation
related to the companys political contributions or governmental affairs;
and
-
The public availability of a company policy on
political contributions and trade association spending including information
on the types of organizations supported, the business rationale for supporting
these organizations, and the oversight and compliance procedures related to
such expenditures of corporate assets.
Vote AGAINST proposals barring the company
from making political contributions. Businesses are affected by legislation at
the federal, state, and local level and barring political contributions can put
the company at a competitive disadvantage.
Vote AGAINST proposals asking for a list
of company executives, directors, consultants, legal counsels, lobbyists, or
investment bankers that have prior government service and whether such service
had a bearing on the business of the company. Such a list would be burdensome to
prepare without providing any meaningful information to shareholders.
44444
E-20
Labor and Human Rights
Standards
Generally vote FOR proposals requesting a
report on company or company supplier labor and/or human rights standards and
policies unless such information is already publicly disclosed.
Vote CASE-BY-CASE on proposals to
implement company or company supplier labor and/or human rights standards and
policies, considering:
-
The degree to which existing relevant policies and
practices are disclosed;
-
Whether or not existing relevant policies are
consistent with internationally recognized standards;
-
Whether company facilities and those of its
suppliers are monitored and how;
-
Company participation in fair labor organizations
or other internationally recognized human rights initiatives;
-
Scope and nature of business conducted in markets
known to have higher risk of workplace labor/human rights abuse;
-
Recent, significant company controversies, fines,
or litigation regarding human rights at the company or its suppliers;
-
The scope of the request; and
-
Deviation from industry sector peer company
standards and practices.
44444
Sustainability Reporting
Generally vote FOR proposals requesting
the company to report on its policies, initiatives, and oversight mechanisms
related to social, economic, and environmental sustainability, unless:
-
The company already discloses similar information
through existing reports or policies such as an Environment, Health, and
Safety (EHS) report; a comprehensive Code of Corporate Conduct; and/or a
Diversity Report; or
-
The company has formally committed to the
implementation of a reporting program based on Global Reporting Initiative
(GRI) guidelines or a similar standard within a specified time
frame.
44444
E-21
Exhibit B
Taft-
Hartley Proxy Voting Guidelines
Executive Summary
January 2011
Institutional Shareholder Services
Inc.
Copyright © 2011 by ISS
www.issgovernance.com
E-22
Introduction
The proxy voting policy of ISS
Taft-Hartley Advisory Services is based upon the AFL-CIO Proxy Voting
Guidelines, which comply with all the fiduciary standards delineated by the U.S.
Department of Labor.
Taft-Hartley client accounts are governed
by the Employee Retirement Income Security Act (ERISA). ERISA sets forth the
tenets under which pension fund assets must be managed and invested. Proxy
voting rights have been declared by the Department of Labor to be valuable plan
assets and therefore must be exercised in accordance with the fiduciary duties
of loyalty and prudence. The duty of loyalty requires that the voting fiduciary
exercise proxy voting authority solely in the economic interest of participants
and plan beneficiaries. The duty of prudence requires that decisions be made
based on financial criteria and that a clear process exists for evaluating proxy
issues.
The Taft-Hartley Advisory Services voting
policy was carefully crafted to meet those requirements by promoting long-term
shareholder value, emphasizing the economic best interests of plan
participants and beneficiaries. Taft-Hartley Advisory Services will assess the
short-term and long-term impact of a vote and will promote a position that is
consistent with the long-term economic best interests of plan members embodied
in the principle of a worker-owner view of value.
Our guidelines address a broad range of
issues, including election of directors, executive compensation, proxy contests,
auditor ratification, and tender offer defenses all significant voting items
that affect long-term shareholder value. In addition, these guidelines delve
deeper into workplace issues that may have an impact on corporate performance,
including:
-
Corporate policies that affect job security and
wage levels;
-
Corporate policies that affect local economic
development and stability;
-
Corporate responsibility to employees, communities
and the environment; and
-
Workplace safety and health issues.
Taft-Hartley Advisory Services shall
analyze each proxy on a case-by-case basis, informed by the guidelines outlined
in the following pages. Taft-Hartley Advisory Services does not intend for these
guidelines to be exhaustive. It is neither practical nor productive to fashion
voting guidelines and policies which attempt to address every eventuality.
Rather, Taft-Hartley Advisory Services guidelines are intended to cover the
most significant and frequent proxy issues that arise. Issues not covered by the
guidelines shall be voted in the interest of plan participants and beneficiaries
of the plan based on a worker - owner view of long-term corporate value.
Taft-Hartley Advisory Services shall revise its guidelines as events warrant and
will remain in full conformity with the AFL-CIO proxy voting policy.
I) Board of Directors
Proposals
Electing directors is the single most
important stock ownership right that shareholders can exercise. The board of
directors is responsible for holding management accountable to performance
standards on behalf of the shareholders. Taft-Hartley Advisory Services holds
directors to a high standard when voting on their election, qualifications, and
compensation.
E-23
Votes concerning the entire board of
directors and members of key board committees are examined using the following
factors:
Board Independence:
Without independence from management, the board and/or its
committees may be unwilling or unable to effectively set company strategy and
scrutinize performance or executive compensation.
-
Lack of board and key board committee independence
(fully independent audit, compensation, and nominating committees).
-
Lack of a board that is at least two-thirds (67
percent) independent i.e. where the composition of non-independent board
members is in excess of 33 percent of the entire board;
-
Lack of independence on key board committees (i.e.
audit, compensation, and nominating committees);
-
Failure to establish any key board committees
(i.e. audit, compensation, or nominating).
Board Competence:
Companies should seek a diverse board of directors who can add
value to the board through specific skills or expertise and who can devote
sufficient time and commitment to serve effectively. While directors should not
be constrained by arbitrary limits such as age or term limits, directors who are
unable to attend board and committee meetings and/or who are overextended (i.e.
serving on too many boards) raise concern on the directors ability to
effectively serve in shareholders best interests.
-
Attendance of director nominees at board meetings
of less than 75 percent in one year without valid reason or
explanation.
-
Directors serving on an excessive number of other
boards which could compromise their primary duties of care and
loyalty.
Board Accountability
:
Practices that promote
accountability include; transparency into a companys governance practices,
annual board elections, and providing shareholders the ability to remove
problematic directors and to vote on takeover defenses or other charter/bylaw
amendments. These practices help reduce the opportunity for management
entrenchment.
-
Problematic Takeover Defenses.
-
Governance Failures.
-
Problematic Compensation Practices
-
Problematic Audit-Related Practices
Board Responsiveness:
Directors should be responsive to shareholders, particularly
in regard to shareholder proposals that receive a majority vote and to tender
offers where a majority of shares are tendered. Boards should also be
sufficiently responsive to high withhold/against votes on directors.
Furthermore, shareholders should expect directors to devote sufficient time and
resources to oversight of the company.
-
If at the previous board election, any director
received more than 50 percent withhold/against votes of the shares cast and
the company has failed to address the underlying issue(s) that caused the high
withhold/against vote;
-
The board failed to act on takeover offers where
the majority of the shareholders tendered their shares.
Independent Directors
Taft-Hartley Advisory Services believes
that a board independent of management is of critical value to safeguard a
company and its shareholders. Board independence helps ensure that directors
carry out their duties in an objective manner and without manager interference
to select, monitor, and compensate management. We will cast votes in a manner
consistent with supporting and reinforcing this philosophy. Independence is
evaluated upon factors including: past or current employment with the company or its
subsidiaries; the provision of consulting services; familial relationships;
board interlocks; and service with a non-profit that receives contributions from
the company. We vote FOR proposals that request that the board comprise of a
two-thirds majority of independent directors, and/or its audit, compensation,
and nominating committees be comprised wholly of independent directors. We vote
AGAINST or WITHHOLD from non-independent director nominees on boards that are
not at least two-thirds (67 percent) independent.
E-24
Non-independent Chairman
A principal function of the board is to
monitor management, and a fundamental responsibility of the chairman is to
monitor the companys CEO. This duty is obviously compromised when the chairman
is the CEO. Many investors, including Taft-Hartley fiduciaries, believe that a
CEO should not run the board. As executive compensation is heavily correlated to
the managerial power relationship in the boardroom, the separation of the CEO
and chairman positions also represents a critical step in curtailing excessive
pay. Indeed, a number of academic studies have demonstrated that executive
compensation is higher if the CEO is also the chairman of the board. We vote
AGAINST or WITHHOLD from non-independent directors who serve as board chairs,
and vote FOR proposals calling for non-executive directors who are not former
CEOs or senior-level executives to serve as chairman.
Board Structure
Taft-Hartley Advisory Services supports
the principle that all directors should be accountable to shareholder vote on an
annual basis. A classified board is a board divided into separate classes
(typically three), with only one class of nominees coming up to vote at the
annual meeting each year. As a result, shareholders are only able to vote a
single director approximately once every three years. A classified board makes
it difficult to change control of the board through a proxy contest because
typically only one-third of the seats will be at stake. Classified boards can
also reduce director accountability by insulating directors, at least for a
certain period of time, from the consequences of their actions. Continuing
directors who are responsible for a problematic governance issue at the
board/committee level would avoid shareholders reactions to their actions
because they would not be up for election in that year. In these cases, the full
board should be responsible for the actions of its directors.
The ultimate result is that classified
boards can entrench management and preclude most takeover bids or proxy
contests, as well as shield directors from being accountable to shareholders on
an annual basis. Good corporate governance practice supports annually elected
boards. We vote AGAINST classified boards when the issue comes up for vote. With
the exception of new nominees, we will also vote AGAINST or WITHHOLD from any or
all of the nominees up for election if the company has a classified board and a
continuing director is responsible for a problematic governance issue at the
board/committee level that would warrant a withhold/against vote - in addition
to potential future withhold/against votes on that director.
Board and Committee Size
While there is no hard and fast rule among
institutional investors as to what may be an optimal size board, Taft -Hartley
Advisory Services believes there is an acceptable range which companies should
strive to meet and not exceed. A board that is too large may function
inefficiently. Conversely, a board that is too small may allow the CEO to exert
disproportionate influence or may stretch the time requirements of individual
directors too thin. Given that the preponderance of boards in the U.S. range
between five and fifteen directors, we believe this is a useful benchmark for
evaluating such proposals. We vote AGAINST any proposal seeking to amend the
companys board size to fewer than five seats or more than fifteen seats. On a
CASE-BY-CASE basis, we consider votes AGAINST, WITHHOLDS or other action at
companies that have fewer than five directors and more than 15 directors on
their board.
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Performance/Governance Evaluation for
Directors
Taft-Hartley Advisory Services believes
that long-term financial performance and the appropriateness of governance
practices should be taken into consideration when determining votes with regard
to directors in uncontested elections. When evaluating whether to vote against
or withhold votes from director nominees, we will evaluate underperforming
companies that exhibit sustained poor performance as measured by one- and
three-year total shareholder returns in the bottom half of a companys
four-digit GICS industry group (Russell 3000 companies only). For companies
outside the Russell 3000 universe, a company will be considered to have
exhibited sustained poor performance if it underperforms its peers or index on
the basis of both one-year and three-year total shareholder returns.
Taft-Hartley Advisory Services will assess
the companys response to the ongoing performance issues, and consider recent
board and management changes, board independence, overall governance practices,
and other factors that may have an impact on shareholders.
Proposals on Board
Inclusiveness
Taft-Hartley Advisory Services votes FOR
shareholder proposals asking a company to make efforts to seek more women and
minority group members for service on the board. A more diverse group of
directors benefits shareholders and the company.
Majority Threshold Voting Requirement for
Director Elections
Taft-Hartley fiduciaries believe
shareholders should have a greater voice in regard to the election of directors
and view majority threshold voting as a viable alternative to the current
deficiencies of the plurality system in the U.S. Shareholders have expressed
strong support for resolutions on majority threshold voting. Taft-Hartley
Advisory Services supports proposals calling for directors to be elected with an
affirmative majority of votes cast and/or the elimination of the plurality
standard for electing directors, provided the proposal includes a carve-out for
a plurality voting standard in contested director elections.
Cumulative Voting
Under a cumulative voting scheme,
shareholders are permitted to have one vote per share for each director to be
elected and may apportion these votes among the director candidates in any
manner they wish. This voting method allows minority shareholders to influence
the outcome of director contests by cumulating their votes for one nominee,
thereby creating a measure of independence from management control.
With the advent and prevalence of majority
voting for director elections, shareholders now have greater flexibility in
supporting candidates for a companys board of directors. Cumulative voting and
majority voting can work together operationally, with companies electing to use
majority voting for uncontested elections and cumulative voting for contested
elections to increase accountability and ensure minority representation on the
board. In contested elections, similar to cumulative voting, proxy access allows
shareholder access to the ballot without a veto from the nominating committee,
but unlike cumulative voting, it also requires majority support to elect such
directors.
Taft-Hartley Advisory Services votes
AGAINST proposals to eliminate cumulative voting, and votes FOR proposals to
allow cumulative voting unless: 1) The company has adopted a majority vote
standard, with a carve-out for plurality voting in contested board elections,
and a director resignation policy to address failed elections;
and
2) company has proxy
access thereby allowing shareholders to nominate directors to the companys
ballot.
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Poison Pills
Shareholder rights plans, more commonly
known as poison pills, are warrants issued to shareholders allowing them to
purchase shares from the company at a price far below market value when a
certain ownership threshold has been reached, thereby effectively preventing a
takeover. Poison pills can entrench management and give the board veto power
over takeover bids, thereby altering the balance of power between shareholders
and management. While we evaluate poison pills on a case-by-case basis depending
on a companys particular set of circumstances, Taft-Hartley Advisory Services
generally votes FOR proposals to submit a companys poison pill to shareholder
vote and/or eliminate or redeem poison pills. We vote AGAINST or WITHHOLD from
boards where a dead-hand poison pill provision is in place. From a shareholder
perspective, there is no justification for a dead-hand provision.
Majority Supported Shareholder
Proposals
Taft-Hartley Advisory Services generally
votes AGAINST or WITHHOLDS from all director nominees at a company that has
ignored a shareholder proposal that was approved by a majority of the votes cast
at the last annual meeting.
II) Capital Structure
Increase Authorized Common
Stock
Corporations seek shareholder approval to
increase their supply of common stock for a variety of business reasons. We vote
FOR proposals to increase authorized common stock when management has provided a
specific justification for the increase, evaluating proposals on a case-by-case
basis. We believe that an increase of up to 50 percent is enough to allow a
company to meet its capital needs. We vote AGAINST proposals to increase an
authorization by more than 50 percent unless management provides compelling
reasons for the increase.
Dual Class Structures
Taft-Hartley Advisory Services does not
support dual share class structures. Incumbent management can use a dual class
structure to gain unequal voting rights. A separate class of shares with
superior voting rights can allow management to concentrate its power and
insulate itself from the majority of its shareholders. An additional drawback is
the added cost and complication of maintaining the two class system. We will
vote FOR a one share, one vote capital structure, and vote AGAINST the creation
or continuation of dual class structures.
III) Auditor
Ratification
Ratifying auditors is no longer a routine
procedure. The wave of accounting scandals at companies in the over the past
decade underscore the need to ensure auditor independence in the face of selling
consulting services to audit clients. The ratio of non-audit services to total
revenues at the large accounting firms grew significantly leading up to the
accounting scandals. We believe the ratio of non-audit fees should make up no
more than one-quarter of all fees paid to the auditor so as to properly
discourage even the appearance of any undue influence upon an auditors
objectivity
Auditors are the backbone upon which a
companys financial health is measured, and auditor independence is essential
for rendering objective opinions upon which investors then rely. When an auditor
is paid more in consulting fees than for auditing, its relationship with the
company is left open to conflicts of interest. Because accounting scandals
evaporate shareholder value, any proposal to ratify auditors is examined for
potential conflicts of interest, with particular attention to the fees paid to
the auditor, as well as whether the ratification of auditors has been put up for
shareholder vote. Failure by a company to present its selection of auditors for
shareholder ratification should be discouraged as it undermines good governance
and disenfranchises shareholders.
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We vote AGAINST ratification of a
companys auditor if it receives more than one-quarter of its total fees for
consulting and vote AGAINST or WITHHOLD from Audit Committee members when
auditor ratification is not included on the proxy ballot and/or when consulting
fees exceed audit fees. We support shareholder proposals to ensure auditor
independence and effect mandatory auditor ratification.
IV) Mergers, Acquisitions, and
Transactions
Taft-Hartley Advisory Services votes for
corporate transactions that take the high road to competitiveness and company
growth. Taft-Hartley Advisory Services believes that structuring merging
companies to build long-term relationships with a stable and quality work force
and preserving good jobs creates long-term company value. We oppose corporate
transactions which indiscriminately layoff workers and shed valuable competitive
resources.
Votes on mergers and acquisitions are
considered on a CASE-BY-CASE basis, taking into account the following factors:
-
Impact on shareholder value;
-
Changes in corporate governance and their impact
on shareholder rights;
-
Fairness opinion (or lack
thereof);
-
Offer price (cost vs. premium);
-
Form and mix of payment (i.e. stock, cash, debt,
etc.);
-
Change-in-control payments to executive
officers;
-
Perspective of ownership (target vs. acquirer) in
the deal;
-
Fundamental value drivers behind the
deal;
-
Anticipated financial and operating benefits
realizable through combined synergies;
-
Financial viability of the combined companies as a
single entity;
-
What are the potential legal or environmental
liability risks associated with the target firm?;
-
Impact on community stakeholders and employees in
both workforces;
-
How will the merger adversely affect employee
benefits like pensions and health care?
Reincorporation
Taft-Hartley Advisory Services reviews
proposals to change a companys state of incorporation on a case-by-case basis.
We vote FOR proposals to reincorporate in another state when the company has
provided satisfactory business reasons and there is no significant reduction in
shareholder rights. We vote AGAINST proposals to reincorporate that reduce
shareholder rights. In cases of offshore
reincorporations to tax havens, among other factors, we evaluate the effect upon
any and all legal recourse of shareholders in a new jurisdiction, potential harm
to company brands and image, and any actual, qualified economic benefit.
E-28
While a firms country of incorporation
will remain the primary basis for evaluating companies, Taft-Hartley Advisory
Services will generally apply U.S. policies to the extent possible with respect
to issuers that file DEF 14As, 10-K annual reports, and 10-Q quarterly reports,
and are thus considered domestic issuers by the U.S. Securities and Exchange
Commission (SEC). Corporations that have reincorporated outside the U.S. have
found themselves subject to a combination of governance regulations and best
practice standards that may not be entirely compatible with an evaluation
framework based solely on country of incorporation.
V) Executive
Compensation
Stock Option Plans
Taft-Hartley Advisory Services supports
compensating executives at a reasonable rate and believes that executive
compensation should be strongly correlated to sustained performance. Stock
options and other forms of equity compensation should be performance-based with
an eye toward improving shareholder value. Well-designed stock option plans
align the interests of executives and shareholders by providing that executives
benefit when stock prices rise as the company and shareholders prosper
together. Poorly designed equity award programs can encourage excessive risk-taking behavior and incentivize executives to pursue corporate strategies that
promote short-term stock price to the ultimate detriment of long-term
shareholder value.
Many plans sponsored by management provide
goals so easily attained that executives can realize massive rewards even though
shareholder value is not necessarily created. Stock options that are awarded
selectively and excessively can dilute shareholders share value and voting
power. In general, Taft-Hartley Advisory Services supports plans that are
offered at fair terms to executives who satisfy well-defined performance goals.
We evaluate option plans on a CASE-BY-CASE basis, taking into consideration
factors including: offer price, dilution to outstanding share value, dilution to
share voting power, annual burn rate, executive concentration ratios,
pay-for-performance and the presence of any repricing provisions. We support
plans that retain tax deductibility through the use of performance goals and
oppose plans whose award size exceeds the tax deduction limit.
Taft-Hartley Advisory Services votes FOR
option plans that provide legitimately challenging performance targets that
truly motivate executives in the pursuit of excellent performance. Likewise, we
vote AGAINST plans that offer unre asonable benefits to executives that are not
available to other employees.
Problematic Compensation
Practices
Poor disclosure, the absence or
non-transparency of disclosure and poor plan design of compensation payouts lead
to excessive executive compensation practices that are detrimental to
shareholders. Poorly designed plans or those lacking in transparency can be
reflective of a poorly performing compensation committee or board. Taft-Hartley
Advisory Services will generally vote AGAINST management "Say on Pay" (MSOP)
proposals and consider voting AGAINST or WITHHOLDING from compensation committee
members and/or the CEO on a CASE-BY-CASE basis if the company has problematic
compensation practices. In addition, we may consider a vote AGAINST or WITHHOLD
from the entire board if the whole board was involved in and contributed to
egregious compensation practices.
E-29
Proposals to Limit Executive and Director
Pay
Taft-Hartley Advisory Services votes FOR
shareholder proposals that seek additional disclosure of executive and director
pay information. We vote FOR shareholder proposals that seek to eliminate
outside directors retirement benefits. We review on a CASE-BY-CASE basis all
other shareholder proposals that seek to limit executive and director pay. This
includes shareholder proposals that seek to link executive compensation to
customer, employee, or stakeholder satisfaction.
Golden Parachutes
Golden parachutes are designed to protect
the senior level employees of a corporation in the event of a change-in-control.
Under most golden parachute agreements, senior level management employees
receive a lump sum pay-out triggered by a change-in-control at usually two to
three times base salary. These severance agreements can grant extremely generous
benefits to well-paid executives and most often offer no value to shareholders.
Taft-Hartley Advisory Services votes FOR shareholder proposals to have all
golden parachute agreements submitted for shareholder ratification, and
generally opposes proposals to ratify golden parachutes if certain
considerations are not met.
Options Backdating
Options backdating has serious
implications and has resulted in financial restatements, delisting of companies,
and/or the termination of executives or directors. When options backdating has
taken place, Taft-Hartley Advisory Services may consider voting AGAINST or
WITHHOLDING votes from the compensation committee, depending on the severity of
the practices and the subsequent corrective actions taken by the board. We adopt
a CASE-BY-CASE approach to the options backdating issue to differentiate
companies that had sloppy administration vs. those that had committed fraud, as
well as those companies that have since taken corrective action. Instances in
which companies have committed fraud are more disconcerting, and Taft-Hartley
Advisory Services will look to them to adopt formal policies to ensure that such
practices will not re-occur in the future.
Employee Stock Ownership Plans
(ESOPs)
Taft-Hartley Advisory Services generally
votes FOR ESOPs which allow a companys employees to acquire stock in the
company at a slight discount. Such plans help link employees self-interest to
the interests of the shareholders, thereby benefiting the company, its
customers, and shareholders and creating long-term company value.
Advisory Votes on Executive Compensation
Management Say-on-Pay Proposals
Taft-Hartley Advisory Services evaluates executive pay and
practices, as well as certain aspects of outside director compensation on a
CASE-BY-CASE basis.
Vote AGAINST management say on pay (MSOP)
proposals, AGAINST/WITHHOLD on compensation committee members (or, in rare cases
where the full board is deemed responsible, all directors including the CEO),
and/or AGAINST an equity-based incentive plan proposal if:
-
There is a misalignment between CEO pay and
company performance (pay for performance);
-
The company maintains problematic pay
practices;
-
The board exhibits poor communication and
responsiveness to shareholders;
-
The board has failed to demonstrate good
stewardship of investors interests regarding executive compensation
practices.
E-30
Frequency of Advisory Vote on Executive
Compensation Management Say on Pay
Taft-Hartley Advisory Services supports
annual advisory votes on compensation, which provide the most consistent and
clear communication channel for shareholder concerns about companies' executive
pay programs.
VI) Social and Environmental
Issues
Increasingly, shareholders are
presenting proposals related to company environmental practices, workplace
practices, social issues and sustainability goals. Taft-Hartley Advisory
Services provides specific narrative explanations for votes on these types of
shareholder proposals. Taft-Hartley Advisory Services evaluates shareholder
proposals on a case-by-case basis to determine if they are in the best economic
interests of the plan participants and beneficiaries. Taft-Hartley Advisory
Services clients select investment strategies and criteria for their
portfolios. Taft-Hartley Advisory Services views its responsibility to protect
plan beneficiary economic interests through the use of the proxy. To meet this
obligation, Taft-Hartley Advisory Services votes consistent with the economic
best interests of the participants and beneficiaries to create high road
shareholder and economic value.
In most cases, Taft-Hartley Advisory
Services supports proposals that request management to report to shareholders
information and practices that would help in evaluating the companys operations
and risk exposures. In order to be able to intelligently monitor their
investments, shareholders often need information best provided by the company
itself. Taft-Hartley Advisory Services supports proposals that seek management
compliance with shareholder interests to ensure that shareholders are fully
informed about actions harmful to society with special attention to the
companys legal and ethical obligations, impact on company profitability, and
the potential negative publicity for disreputable practices.
CERES Principles
The CERES Principles, formulated by the
Coalition of Environmentally Responsible Economies, require signing companies to
address environmental issues, including protection of the biosphere, sustainable
use of natural resources, reduction and disposal of wastes, energy conservation,
and employee and community risk reduction. Evidence suggests that
environmentally conscious companies may realize long-term savings by
implementing programs to pollute less and conserve resources while realizing
good public relations and new marketing opportunities. Moreover, the reports
that are required of signing companies provide shareholders with more
information concerning topics they may deem relevant to their companys
financial well-being.
Many companies have voluntarily adopted
these principles and proven that environmental sensitivity makes good business
sense. Taft-Hartley Advisory Services supports proposals that improve a
companys public image, reduce exposure to liabilities, and establish standards
so that environmentally responsible companies and markets are not at a
competitive financial disadvantage. Taft-Hartley Advisory Services votes FOR the
adoption of the CERES Principles and FOR reporting to shareholders on
environmental issues.
Corporate Conduct, Human Rights, and Labor
Codes
Taft-Hartley Advisory Services
generally supports proposals that call for the adoption and/or enforcement of
clear principles or codes of conduct relating to countries in which there are
systematic violations of human rights. These conditions include the use of
slave, child, or prison labor, undemocratically elected governments, widespread
reports by human rights advocates, fervent pro-democracy protests, and/or
economic sanctions and boycotts.
E-31
Many proposals refer to the seven core
conventions, commonly referred to as the Declaration on Fundamental Principles
and Rights At Work, ratified by the International Labor Organization (ILO). The
seven conventions fall under four broad categories: i) Right to organize and
bargain collectively; ii) Non-discrimination in employment; iii) Abolition of
forced labor; and iv) End of child labor. Each of the 180 member nations of the
ILO body are bound to respect and promote these rights to the best of their
abilities. Taft-Hartley Advisory Services supports the principles and codes of
conduct relating to company investment in countries with patterns of human
rights abuses (Northern Ireland, Columbia, Burma, former Soviet Union, and
China). Taft-Hartley Advisory Services votes FOR proposals to implement and
report on ILO codes of conduct.
Political Contributions Reporting &
Disclosure
Changes in legislation that governs
corporate political giving have, rather than limiting such contributions,
increased the complexity of tracking how much money corporations contribute to
the political process and where that money ultimately ends up. A companys
involvement in the political process could impact shareholder value if such
activities are not properly overseen and managed. Taft-Hartley Advisory
Services;
-
Supports reporting of political and
political action committee (PAC) contributions;
-
Supports establishment of corporate
political contributions guidelines and internal reporting provisions or
controls;
-
Votes AGAINST shareholder proposals asking to publish in newspapers and public media
the companys political
contributions as such publications could present significant cost to the company without providing
commensurate
value to
shareholders.
Greenhouse Gas Emissions
Shareholder proposals asking a company
to issue a report to shareholders at reasonable cost and omitting proprietary
information on greenhouse gas emissions ask that the report include
descriptions of efforts within companies to reduce emissions, their financial
exposure and potential liability from operations that contribute to global
warming, and their dire ct or indirect efforts to promote the view that global
warming is not a threat. Proponents argue that there is scientific proof that
the burning of fossil fuels causes global warming, that future legislation may
make companies financially liable for their contributions to global warming, and
that a report on the companys role in global warming can be assembled at
reasonable cost. Taft-Hartley Advisory Services generally supports greater
disclosure on climate change-related proposals.
Sustainability Reporting and
Planning
The concept of sustainability is
commonly understood as meeting the needs of the present generation without
compromising the ability of future generations to meet their own needs. Indeed,
the term sustainability is complex and poses significant challenges for
companies on many levels. Many in the investment community have termed this
broader responsibility the triple bottom line, referring to the triad of
performance goals related to economic prosperity, social responsibility and
environmental quality. In essence, the concept requires companies to balance the
needs and interests of their various stakeholders while operating in a manner
that sustains business growth for the long-term, supports local communities and
protects the environment and natural capital for future generations.
Taft-Hartley Advisory Services
generally supports shareholder proposals seeking greater disclosure on the
companys environmental practices, and/or environmental risks and liabilities.
E-32
Exhibit C
SRI Proxy Voting Guidelines
Executive
Summary
January 2011
Institutional Shareholder Services
Inc.
Copyright © 2011 by ISS
www.issgovernance.com
E-33
INTRODUCTION
ISS Social Advisory Services division
recognizes that socially responsible investors have dual objectives: financial
and social . Socially responsible investors invest for economic gain, as do all
investors, but they also require that companies in which they invest conduct
their business in a socially responsible manner.
The dual objectives carry through to
the proxy voting activity, after the security selection process is completed. In
voting their shares, socially responsible institutional shareholders are
concerned not only with economic returns to shareholders and good corporate
governance, but also with the ethical behavior of corporations and the social
and environmental impact of their actions.
Social Advisory Services has,
therefore, developed SRI proxy voting guidelines that are consistent with the
dual objectives of socially responsible shareholders. On matters of social and
environmental import, the guidelines seek to reflect a broad consensus of the
socially responsible investing community. Generally, we take as our frame of
reference policies that have been developed by groups such as the Interfaith
Center on Corporate Responsibility, the General Board of Pension and Health
Benefits of the United Methodist Church, Domini Social Investments, and other
leading church shareholders and socially responsible mutual funds. Additionally,
we incorporate the active ownership and investment philosophies of leading
globally recognized initiatives such as the United Nations Environment Programme
Finance Initiative (UNEP FI), the United Nations Principles for Responsible
Investment (UNPRI), the United Nations Global Compact, and environmental and
social European Union Directives.
On matters of corporate governance,
executive compensation, and corporate structure, the SRI guidelines are based on
a commitment to create and preserve economic value and to advance principles of
corporate governance best practice consistent with responsibilities to society
as a whole.
The guidelines provide an overview of
how Social Advisory Services recommends that its clients vote. We note there may
be cases in which the final vote recommendation on a particular company varies
from the vote guideline due to the fact that we closely examine the merits of
each proposal and consider recent and company-specific information in arriving
at our decisions. Where Social Advisory Services acts as voting agent for
clients, it follows each clients voting policy, which may differ in some cases
from the policies outlined in this document. Social Advisory Services updates
its guidelines on an annual basis to take into account new social and
environmental issues and the latest trends and developments in corporate
governance.
The guidelines evaluate management and
shareholder proposals as follows;
MANAGEMENT PROPOSALS
1. Board of Directors
Social Advisory Services considers
director elections to be one of the most important voting decisions that
shareholders make. Boards should be comprised of a majority of independent
directors and key board committees should be comprised entirely of independent
directors. It is expected that boards will engage in critical self - evaluation
of themselves and of individual members.
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Social Advisory Services will
generally oppose slates of director nominees that are not comprised of a
majority of independent directors and will vote against/withhold votes from
non-independent directors who sit on key board committees. In addition, Social
Advisory Services will generally vote against/withhold votes from members of the
nominating committee where the board lacks gender or racial diversity. The
election of directors who have failed to attend a minimum of 75 percent of board
meetings held during the year will be opposed.
Social Advisory Services supports
requests asking for the separation of the positions of Chairman and CEO and
requests to adopt cumulative voting, opposes the creation of classified boards,
and reviews proposals to change board size on a case-by-case basis. Social
Advisory Services also supports shareholder proposals calling for greater access
to the board, affording shareholders the ability to nominate directors to
corporate boards. Social Advisory Services may vote against/withhold from
directors at companies where problematic pay practices exist, and where boards
have not been accountable or responsive to their shareholders.
2. Auditors
While it is recognized that the
company is in the best position to evaluate the competence of the outside
accountants, we believe that outside accountants must ultimately be accountable
to shareholders. Given the rash of accounting irregularities that were not
detected by audit panels or auditors, shareholder ratification is an essential
step in restoring investor confidence. A Blue Ribbon Commission concluded that
audit committees must improve their current level of oversight of independent
accountants. Social Advisory Services will vote against the ratification of the
auditor in cases where non-audit fees represent more than 25 percent of the
total fees paid to the auditor in the previous year. Social Advisory Services
supports requests asking for the rotation of the audit firm, if the request
includes a timetable of five years or more.
3. Takeover Defenses / Shareholder
Rights
Topics evaluated in this category
include shareholders' ability to call a special meeting or act by written
consent, the adoption or redemption of poison pills, unequal voting rights, fair
price provisions, greenmail, supermajority vote requirements, and confidential
voting.
Social Advisory Services generally
opposes takeover defenses, as they limit shareholder value by eliminating the
takeover or control premium for the company. As owners of the company,
shareholders should be given the opportunity to decide on the merits of takeover
offers. Further, takeover devices can be used to entrench a board that is
unresponsive to shareholders on both governance and corporate social
responsibility issues.
E-35
4. Miscellaneous Governance
Provisions
Social
Advisory Services evaluates proposals that concern governance issues such as
shareholder meeting adjournments, quorum requirements, corporate name changes,
and bundled or conditional proposals on a case- by-case basis, taking into
account the impact on shareholder rights.
5. Capital Structures
Capital
structure related topics include requests for increases in authorized stock,
stock splits and reverse stock splits, issuances of blank check preferred stock,
debt restructurings, and share repurchase plans.
Social
Advisory Services supports a one-share, one-vote policy and opposes mechanisms
that skew voting rights. Social Advisory Services supports capital requests that
provide companies with adequate financing flexibility while protecting
shareholders from excessive dilution of their economic and voting interests.
Proposals to increase common stock are evaluated on a case-by-case basis, taking
into account the companys past use of share authorizations and elements of the
current request.
6. Executive and Director
Compensation
The global
financial crisis has resulted in significant erosion of shareholder value and
highlighted the need for greater assurance that executive compensation is
principally performance-based, fair, reasonable, and not designed in a manner
that would incentivize excessive risk-taking by management. The crisis has
raised questions about the role of pay incentives in influencing executive
behavior and motivating inappropriate or excessive risk- taking and other
unsustainable practices that could threaten a corporations long-term viability.
The safety lapses that led to the disastrous explosions at BPs Deepwater
Horizon oil rig and Massey Energys Upper Big Branch mine, and the resulting
unprecedented losses in shareholder value; a) underscore the importance of
incorporating meaningful economic incentives around social and environmental
considerations in compensation program design, and; b) exemplify the costly
liabilities of failing to do so.
Social
Advisory Services evaluates executive and director compensation by considering
the presence of appropriate pay-for-performance alignment with long-term
shareholder value, compensation arrangements that risk pay for failure, and an
assessment of the clarity and comprehensiveness of compensation disclosures.
Equity plan proposals are considered on a case-by-base basis using a binomial
pricing model that estimates the cost of a companys stock-based incentive
programs. Plan features and any recent controversies surrounding a companys pay
practices are also factored into the analysis of compensation proposals.
Shareholder proposals calling for additional disclosure on compensation issues
or the alignment of executive compensation with social or environmental
performance criteria are supported, while shareholder proposals calling for
other changes to a companys compensation programs are reviewed on a
case-by-case basis.
E-36
The
Dodd-Frank Wall Street Reform and Consumer Protection Act requires advisory
shareholder votes on executive compensation (management say on pay or MSOP),
an advisory vote on the frequency of say on pay, as well as a shareholder
advisory vote on golden parachute compensation. Social Advisory Services will
vote AGAINST (MSOP) proposals, AGAINST/WITHHOLD on compensation committee
members (or, in rare cases where the full board is deemed responsible, all
directors including the CEO), and/or AGAINST an equity-based incentive plan
proposal if:
-
There is a misalignment between CEO
pay and company performance (pay for performance);
-
The company maintains problematic pay
practices;
-
The board exhibits poor communication
and responsiveness to shareholders;
-
The board has failed to demonstrate
prudent stewardship of investors interests regarding executive
compensation practices.
7. Mergers and Corporate
Restructurings
Mergers,
acquisitions, spinoffs, reincorporations, and other corporate restructuring
plans are evaluated on a case- by-case basis, given the potential for
significant impact on shareholder value and on shareholders economic interests.
In addition, these corporate actions can have a significant impact on community
stakeholders and the workforce, and may affect the levels of employment,
community lending, equal opportunity, and impact on the environment.
8. Mutual Fund
Proxies
There are a
number of proposals that are specific to mutual fund proxies, including the
election of trustees, investment advisory agreements, and distribution
agreements. Social Advisory Services evaluates these proposals on a case-by-case
basis taking into consideration recent trends and best practices at mutual
funds.
SHAREHOLDER
PROPOSALS
9. Shareholder Proposals on
Corporate Governance and Executive Compensation
Shareholder
proposals topics include board-related issues, shareholder rights and board
accountability issues, as well as compensation matters
.
Each year,
shareholders file numerous proposals that address key issues regarding corporate
governance and executive compensation. Social Advisory Services evaluates these
proposals from the perspective that good corporate governance practices can have
positive implications for a company and its ability to maximize shareholder
value. Proposals that seek to improve a boards accountability to its
shareholders and other stakeholders are supported. Social Advisory Services
supports initiatives that seek to strengthen the link between executive pay and
performance, including performance elements related to corporate social
responsibility.
E-37
10. Shareholder Proposals on Social
and Environmental Proposals
Shareholder
resolutions on social and environmental topics include workplace diversity and
safety topics, codes of conduct, labor standards and human rights, the
environment and energy, weapons, consumer welfare, and public safety.
Socially
responsible shareholder resolutions are receiving a great deal more attention
from institutional shareholders today than in the past. In addition to the moral
and ethical considerations intrinsic to many of these proposals, there is a
growing recognition of the potentially significant impact of social and
environmental topics on the financial performance of the company. In general,
Social Advisory Services supports shareholder proposals on social, workforce, or
environmental topics that seek to promote responsible corporate citizenship
while enhancing long-term shareholder value. Social Advisory Services will vote
for reports that seek additional disclosure particularly when it appears
companies have not adequately addressed shareholder concerns on social,
workplace, or environmental concerns. We will closely evaluate proposals that
ask the company to cease certain actions that the proponent believes are harmful
to society or some segment of society with special attention to the
companys legal and ethical obligations, its ability to remain profitable, and
potential negative publicity if the company fails to honor the request. Social
Advisory Services supports shareholder proposals that seek to improve a
companys public image, or reduce its exposure to liabilities and
risks.
An overview
of the SRI guidelines' policy and vote recommendation positions on a number of
shareholder resolution topics follows below;
Proposal Description
Description
|
SRI Policy Vote
Recommendation
|
Add
Women and Minorities to Board/Adopt Charter Language
|
-
Vote
for
shareholder
proposals that ask the company to take steps to nominate more women and
minorities to the Vote
for
shareholder proposals asking for
reports on board diversity.
-
Vote
for
shareholder proposals asking companies to
adopt
nomination charters
board or to amend existing
nominating charter language to include provisions for
diversity.
|
E-38
Proposal
Description
|
SRI Policy
Vote Recommendation
|
Prepare
Report/Promote EEOC-Related Activities
|
-
Vote
for
shareholder proposals that ask the company
to
report on its diversity and/or affirmative
action programs.
-
Vote
for
shareholder proposals calling for legal
and
regulatory compliance and public reporting
related to
non-
discrimination, affirmative action, workplace health
and safety, and labor policies and practices that effect
long-
term corporate
performance.
-
Vote
for
shareholder
proposals requesting
nondiscrimination in salary, wages and all benefits.
-
Vote
for
shareholder
proposals calling for action on equal
employment opportunity and
antidiscrimination.
|
Report on Progress
Toward Glass
Ceiling Commission
Recommendations
|
-
Vote
for
shareholder proposals that ask the company
to
report on its progress against the Glass
Ceiling
Commissions recommendations.
-
Vote
for
shareholder proposals seeking to eliminate
glass
ceiling for women and minority
employees.
|
Prohibit Discrimination
on the
Basis of Sexual Orientation and/or Gender
Identity
|
-
Vote
for
shareholder proposals to include language
in EEO
statements specifically barring
discrimination on the basis
of sexual orientation
or gender identity.
-
Vote
for
shareholder proposals seeking reports on
a
companys initiatives to create a
workplace free of
discrimination on the
basis of sexual orientation or gender
identity.
-
Vote
against
shareholder proposals that seek to
eliminate
protection already afforded to gay and
lesbian employees.
|
Distribution of Stock
Options by
Gender and Race
|
-
Vote
for
shareholder proposals asking companies
to
report on the distribution of stock
options by race and
gender of the
recipient.
|
Report on/Eliminate Use
of Racial
Stereotypes in Advertising
|
-
Vote
for
shareholder proposals seeking more
careful
consideration of using racial stereotypes
in advertising
campaigns, including preparation of a
report.
|
E-39
Proposal
Description
|
SRI Policy Vote
Recommendation
|
Codes of Conduct and Vendor
Standards
|
-
Vote
for
shareholder
proposals to implement human rights standards and workplace codes of
conduct.
-
Vote
for
shareholder proposals calling for the implementation
and reporting on ILO codes of conduct, SA 8000 Standards, or the Global
Sullivan Principles.
-
Vote
for
shareholder proposals that call for the adoption of
principles or codes of conduct relating to company investment in
countries with patterns of human rights abuses (Northern Ireland, Burma,
and China).
-
Vote
for
shareholder proposals that call for
independent
monitoring programs in conjunction with
local and
respected religious and human rights
groups to monitor
supplier and licensee
compliance with codes.
-
Vote
for
shareholder proposals that seek publication of a
Code of Conduct to the companys foreign suppliers and licensees,
requiring they satisfy all applicable standards and laws protecting
employees wages, benefits, working conditions, freedom of association,
and other rights.
-
Vote
for
shareholder proposals seeking
reports on, or the adoption of, vendor standards including: reporting on
incentives to encourage suppliers to raise standards rather than
terminate contracts and providing public disclosure of contract supplier
reviews on a regular basis.
-
Vote
for
shareholder proposals to adopt labor
standards
for foreign and
domestic suppliers to ensure that the
company will not do business with foreign suppliers that
manufacture products for sale
in the U.S. using forced
labor, child labor, or that fail to comply with applicable
laws protecting employees
wages and working
conditions.
|
Prepare Report on Operations in
Burma/Myanmar
|
-
Vote
for
shareholder proposals to adopt labor
standards
in connection with
involvement in Burma.
-
Vote
for
shareholder
proposals seeking reports on
Burmese operations and reports on costs of continued
involvement in the country.
-
Vote shareholder proposals to
pull out of Burma on a
case-
by-
case
basis.
|
Adopt/Report on MacBride
Principles
|
-
Vote
for
shareholder proposals to report on or to
implement the MacBride
Principles.
|
Adopt/Report on China Principles
|
-
Vote
for
shareholder proposals requesting more
disclosure
on a companys
involvement in China.
-
Vote on a
case-
by-
base
basis shareholder proposals that
ask a company to terminate a
project or investment in
China.
|
Prepare Report on Company
Activities Affecting Indigenous
Peoples Rights
|
|
E-40
Proposal
Description
|
SRI Policy Vote
Recommendation
|
Environmental/Sustainability
Report
|
-
Vote
for
shareholder
proposals seeking greater disclosure
on the companys environmental practices, and/or
environmental risks and
liabilities.
-
Vote
for
shareholder proposals asking companies
to
report in accordance with the Global
Reporting
Initiative (GRI) or to study/implement the
CERES or
Equator Principles.
|
Prepare Report on Global
Warming/Greenhouse Gas
Emissions
|
-
Vote
for
shareholder proposals seeking disclosure
of
liabilities or preparation
of a report pertaining to
global warming.
-
Vote
for
shareholder proposals calling for the reduction of
greenhouse gas.
-
Vote
for
shareholder proposals seeking disclosure of how
companies will respond to rising
public and regulatory
pressures around climate change as well as disclosure of
the science behind company
policies towards climate
change.
|
Invest in Clean/Renewable
Energy
|
-
Vote
for
shareholder proposals seeking the
preparation of
a report on a
companys activities related to the
development of renewable energy sources.
-
Vote
for
shareholder
proposals seeking increased
investment in renewable energy sources unless the
terms of the resolution are overly
restrictive.
|
Environmentally Sensitive
Areas / Drilling in the Arctic
National Wildlife Refuge /
Old-
Growth Forests / Canadian Oil Sands
|
-
Vote
for
shareholder proposals asking companies to
prepare a feasibility report
or to adopt a policy not to
mine, drill, or log in environmentally sensitive areas
such as ANWR.
-
Vote
for
shareholder proposals seeking to prohibit or
reduce the sale of products
manufactured from
materials
extracted from environmentally sensitive
areas such as old growth forests.
-
Vote
for
shareholder
proposals asking for a report on oil
sands operations in the Athabasca region of Alberta,
Canada.
|
Hydraulic Fracturing
|
|
Phase Out Chlorine-
Based
Chemicals
|
-
Vote
for
shareholder proposals to prepare a report
on the
phase-out of chorine
bleaching in paper production.
-
Vote on a
case-by-case
basis on shareholder proposals
asking companies to cease or phase-out the use of
chlorine bleaching.
|
Report/Reduce
Toxic
Emissions and Assess
Community Impact
|
|
E-41
Proposal
Description
|
SRI Policy Vote
Recommendation
|
Adopt a Comprehensive Recycling
Policy
|
-
Vote
for
shareholder
proposals requesting the
preparation of a report on the companys recycling
efforts.
-
Vote
for
shareholder proposals that ask companies
to
increase their recycling efforts or to
adopt a formal
recycling policy.
|
Water Use
|
-
Vote
for
proposals asking for the preparation of a
report on
a companys risks
linked to water use.
|
Nuclear Energy
|
-
Vote
for
shareholder proposals seeking the
preparation
of a report on a
companys nuclear energy procedures.
-
Vote
case-by case
on
proposals that ask the company to
cease production of nuclear power.
|
Kyoto Protocol Compliance
|
-
Vote
for
proposals asking companies to report on
how
they will meet reduction
targets in Kyoto-compliant
countries.
|
Report on Weapons Safety
Initiatives
|
-
Vote
for
shareholder proposals asking the company
to
report on its efforts to
promote handgun safety.
-
Vote
for
shareholder
proposals asking the company to
stop the sale of handguns and
accessories.
|
Prepare Report to Renounce
Future Landmine Production
|
|
Prepare Report on Foreign
Military Sales
|
-
Vote
for
shareholder proposals to report on foreign
military sales or offset
agreements.
-
Vote
case-
by-
case
on proposals that call for
outright
restrictions on
foreign military sales.
|
Ethical Criteria for
Military
Contracts
|
|
Phase-out or Label Products
Containing Genetically
Engineered
Ingredients
|
-
Vote
for
shareholder proposals to label products
that
contain genetically
engineered products.
-
Vote
for
shareholder
proposals that ask the company to
phase out the use of genetically engineered ingredients
in
their products.
-
Vote
for
shareholder proposals that ask the company
to
report on the use of
genetically engineered organisms in
their products.
-
Vote
for
shareholder
proposals asking for reports on the
financial, legal, and operational risks posed by the use
of
genetically engineered
organisms.
|
E-42
Proposal
Description
|
SRI Policy Vote
Recommendation
|
Tobacco-
related Proposals
|
-
Vote
for
shareholder proposals seeking to limit the
sale of
tobacco products to
children.
-
Vote
for
proposals asking producers of tobacco
product
components to halt sales to tobacco
companies.
-
Vote
for
shareholder proposals at insurance
companies to
cease investment in tobacco
companies.
-
Vote
for
proposals at producers of
cigarette components
calling for a report
outlining the risks and potential
liabilities of the
production of these components.
-
Vote
for
proposals calling for
tobacco companies to cease
the production of
tobacco products.
|
Adopt Policy/Report on
Predatory
Lending Practices
|
-
Vote
for
shareholder proposals seeking the development of
a policy or preparation of a report to guard against predatory lending
practices.
|
Disclosure on Credit in
Developing
Countries (LDCs) or Forgive LDC
Debt
|
-
Vote
for
shareholder proposals asking for disclosure on lending practices in
developing countries, unless the company has demonstrated a clear
proactive record on the issue.
-
Vote
against
shareholder proposals asking banks to
forgive loans
outright.
-
Vote
case-
by-
case
on shareholder proposals asking for
loan
forgiveness at banks that have failed to make
reasonable
provisions for non-
performing loans.
-
Vote
for
proposals to restructure and extend the
terms of
non-
performing
loans.
|
Adopt Policy/Report
on Drug
Pricing
|
-
Vote
for
shareholder
proposals to prepare a report on drug pricing.
-
Vote
for
shareholder proposals to
adopt a formal policy on drug pricing.
-
Vote
for
shareholder proposals
that call on companies to
develop a policy to
provide affordable HIV, AIDS, TB and
Malaria drugs in
third-
world
nations.
-
Vote
for
proposals seeking reports on health
pandemic
impacts on company business
operations.
|
Adult
Entertainment
|
-
Vote
for
shareholder proposals
that seek a review of the
companys involvement
with pornography.
-
Vote
for
proposals that seek to review policies
related to
the sale of mature-
rated video
games.
|
Abortion/Right to
Life Issues
|
|
Animal
Rights
|
-
Vote
for
shareholder proposals that seek to limit
unnecessary animal testing where
alternative testing
methods are feasible
or not required by law.
-
Vote
for
shareholder proposals that ask companies
to
adopt or/and report on company animal
welfare
standards.
-
Vote
for
shareholder proposals asking companies to
report on the operational costs and
liabilities associated
with selling
animals.
|
E-43
Proposal
Description
|
SRI Policy Vote
Recommendation
|
Disclosure on Plant
Closings
|
|
Control over
Charitable
Contributions
|
|
Land
Procurement
|
-
Vote
for
requests to review/amend policies for land
procurement, incorporating social and
environmental
factors.
|
Disclosure on Prior
Government
Service
|
-
Vote
for
shareholder proposals calling for the
disclosure
of prior
government service of the companys key
executives.
|
Outsourcing
|
-
Vote
for
shareholder proposals calling for reports
identifying the risks of outsourcing and
off-
shoring.
|
Lobbying
Efforts
|
-
Vote
for
shareholder proposals
asking companies to
review and report on
how companies utilize lobbying
efforts to challenge
scientific research and governmental
legislation.
|
Product Sales to
Repressive
Regimes
|
-
Vote
case-
by-
case
on shareholder proposals requesting
that companies cease product sales to
repressive regimes
that can be used to
violate human rights
-
Vote
for
proposals to report on
company efforts to reduce
the likelihood of
product abuses in this manner.
|
Anti-
Social
Proposals
|
-
Vote
against
shareholder proposals
that do not seek to
ultimately advance the
goals of the social investment
community.
-
Vote
case-
by-
case
on anti-
social
shareholder proposals
seeking a review or report on the
company's charitable
contributions.
|
E-44