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STATEMENT OF ADDITIONAL INFORMATION
FOR HARTFORD EXCHANGE-TRADED FUNDS
This Statement of Additional Information
(“SAI”) is not a prospectus. This SAI should be read in conjunction with the prospectus of Hartford Core Bond ETF
(the “Fund”), a series of Hartford Funds Exchange-Traded Trust (the “Trust”), as described below and as
amended, restated or supplemented from time to time. The Trust is an open-end management investment company currently consisting
of five series. This SAI relates only to the series of the Trust listed below.
Hartford
Funds Exchange-Traded Trust
Fund
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Exchange
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Ticker
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Hartford
Core Bond ETF
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Cboe
BZX
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HCRB
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The Fund operates as an exchange-traded
fund (“ETF”). As identified and described in more detail within the prospectus and this SAI, the Fund is an actively
managed ETF that does not seek to replicate the performance of a specified index.
Because the Fund has not commenced
operations as of the date of this SAI, the Fund’s audited financial statements are not yet available. The Fund’s prospectus
is incorporated by reference into this SAI, and this SAI has been incorporated by reference into the Fund’s prospectus.
A free copy of the Fund’s Annual/Semi-Annual Report, when available, and the Fund’s prospectus are available on the
Fund’s website at hartfordfunds.com, and upon request by writing to: Hartford Funds, 690 Lee Road, Wayne, Pennsylvania 19087
or by calling 1-800-456-7526.
Date of Prospectus: February 19, 2020,
as may be amended, restated or supplemented from time to time
Date of Statement of Additional Information: February 19,
2020
Table of Contents
Page No.
GENERAL INFORMATION
This SAI relates to the Fund listed on
the front cover page.
The Trust is a Delaware statutory trust
established under a Certificate of Trust dated September 20, 2010. The Trust operates pursuant to an Amended and Restated Agreement
and Declaration of Trust dated December 8, 2016. The Fund operates as an exchange traded fund and is registered with the U.S. Securities
and Exchange Commission (the “SEC”) under the Investment Company Act of 1940, as amended (the “1940 Act”).
The offering of the Trust’s shares is registered under the Securities Act of 1933, as amended (the “1933 Act”).
The Fund offers and issues shares at their
net asset value per share (“NAV”) only in aggregations of a specified number of shares (“Creation Units”),
generally in exchange for a basket of securities (the “Deposit Securities”) together with a deposit of a specified
cash payment (the “Cash Component”). Alternatively, the Fund may issue and redeem Creation Units in exchange for a
specified all-cash payment. Shares are redeemable by the Fund only in Creation Units, and,
generally, in exchange for securities and/or cash. Shares trade in the secondary market and elsewhere at market prices that may
be at, above or below NAV. Creation Units typically are comprised of the specified number of shares set forth in the prospectus.
The Fund may charge creation/redemption
transaction fees for each creation and redemption. In all cases, redemption transaction fees will be limited in accordance with
the requirements of the SEC applicable to management investment companies offering redeemable securities (currently, no more than
2% of the value of the shares redeemed). See the “Creations and Redemptions” section below.
The Fund is not an index fund. The Fund
is an actively managed ETF that does not seek to replicate the performance of a specified index. The Fund is a diversified fund.
Hartford Funds Management Company, LLC
(“HFMC” or the “Investment Manager”) is the investment manager of the Fund. HFMC is an indirect subsidiary
of The Hartford Financial Services Group, Inc. (“The Hartford”), a Connecticut-based financial services company. The
Hartford may be deemed to control HFMC through the indirect ownership of such entity. In addition, Wellington Management Company
LLP (“Wellington Management”) is the sub-adviser to the Fund. Wellington Management performs the daily investment of
the assets for the Fund. ALPS Distributors, Inc. (“ALPS” or the “Distributor”) is the principal underwriter
to the Fund.
HFMC also serves as the investment manager
to The Hartford Mutual Funds, Inc., The Hartford Mutual Funds II, Inc., Hartford Funds Master Fund, Hartford Funds NextShares Trust,
Hartford Funds Exchange-Traded Trust, Hartford Series Fund, Inc., Hartford HLS Series Fund II, Inc., and Hartford Schroders Opportunistic
Income Fund.
Investments in the Fund are not:
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Deposits or obligations of any bank;
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Guaranteed or endorsed by any bank; or
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Federally insured or guaranteed by the Federal Deposit Insurance Corporation, the Federal Reserve
Board or any other federal agency.
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The prospectus and SAI do not purport
to create any contractual obligations between the Trust or the Fund and its shareholders. Further, shareholders are not intended
third-party beneficiaries of any contracts entered into by (or on behalf of) the Fund, including contracts with the Investment
Manager or other parties who provide services to the Fund.
EXCHANGE LISTING AND TRADING
A discussion of exchange listing and trading
matters associated with an investment in the Fund is contained in the “Summary Information About the Exchange-Traded Funds”
and “How To Buy And Sell Shares” sections of the prospectus. The discussion below supplements, and should be read in
conjunction with, such sections of the prospectus. Shares of the Fund are expected to listed and trade on Cboe BZX Exchange, Inc.
(“Cboe BZX”). Shares of the Fund may also trade on other secondary markets. Shares of the Fund may also be listed on
certain foreign (non-U.S.) exchanges. There can be no assurance that the requirements of the Cboe BZX, as applicable, necessary
to maintain the listing of shares of the Fund will be met on a continuing basis. The listing exchange may, but is not required
to, remove the shares of the Fund from listing if: (i) following the initial 12-month period beginning upon the commencement of
trading of Fund shares, there are fewer than 50 beneficial owners of shares of the Fund; (ii) the intra-day portfolio indicative
value (“iNAV”) of the Fund is no longer calculated or available; (iii) the Fund fails to make any filings required
by the SEC or is out of compliance with the conditions of any SEC exemptive order or no-action relief granted; (iv) if certain
continued listing standards relating to portfolio holdings set forth in the rules of the exchange are not continuously maintained;
or (v) any other event shall occur or condition shall exist that, in the opinion of the applicable exchange, makes further dealings
on that exchange inadvisable. The Cboe BZX will delist the shares of the Fund upon termination of the Fund. In the event the Fund
ceases to be listed on an exchange, the Fund may cease operating as an “exchange-traded” fund and operate as a mutual
fund, provided that shareholders are given advance notice.
As in the case of other publicly-traded
securities, when you buy or sell shares through a financial intermediary you will incur a brokerage commission determined by that
financial intermediary.
In order to provide additional information
regarding the intra-day value of shares of the Fund, Cboe BZX or a market data vendor will disseminate every 15 seconds through
the facilities of the Consolidated Tape Association or other widely disseminated means an updated iNAV for the Fund as calculated
by an information provider or market data vendor. The Trust will not be involved in or responsible for any aspect of the calculation
or dissemination of the iNAV and makes no representation or warranty as to the accuracy of the iNAV. An iNAV is based on the current
market value of the Fund’s portfolio holdings that will form the basis for the Fund’s
calculation of NAV at the end of the Business Day (as defined below), as disclosed on the Fund’s website prior to that Business
Day’s commencement of trading.
The Trust reserves the right to adjust
the share prices of the Fund in the future to maintain convenient trading ranges for investors.
Any adjustments would be accomplished through stock splits or reverse stock splits, which would have no effect on the net assets
of the Fund.
INVESTMENT OBJECTIVES AND POLICIES
The investment objectives and principal
investment strategies of the Fund are described in the Fund’s prospectus. Additional information concerning certain of the
Fund’s investments, strategies and risks is set forth below.
A. FUNDAMENTAL
INVESTMENT RESTRICTIONS OF THE FUND
The Fund has adopted the fundamental investment
restrictions set forth below. Fundamental investment restrictions may not be changed without the approval of a majority of the
Fund’s outstanding voting securities as defined in the 1940 Act. Under the 1940 Act and as used in the prospectus and this
SAI, a “majority of the outstanding voting securities” means the lesser of (1) the holders of 67% or more of the outstanding
shares of the Fund represented at a meeting if the holders of more than 50% of the outstanding
shares of the Fund are present in person or by proxy or (2) the holders of more than 50% of the outstanding shares of the Fund.
Unless otherwise provided below, all references
below to the assets of the Fund are in terms of current market value.
The Fund:
1. will
not borrow money or issue any class of senior securities, except to the extent consistent with the 1940 Act, and the rules and
regulations thereunder, or as may otherwise be permitted from time to time by regulatory authority;
2. will
not “concentrate” its investments in a particular industry or group of industries, except as permitted under the 1940
Act, and the rules and regulations thereunder as such may be interpreted or modified from time to time by regulatory authorities
having appropriate jurisdiction;
3. will
not make loans, except to the extent consistent with the 1940 Act, and the rules and regulations thereunder, or as may otherwise
be permitted from time to time by regulatory authority;
4. will
not act as an underwriter of securities of other issuers, except to the extent that, in connection with the disposition of portfolio
securities, the Fund may be deemed an underwriter under applicable laws;
5. will
not purchase or sell real estate, except to the extent permitted under the 1940 Act and the rules and regulations thereunder, as
such may be interpreted or modified from time to time by regulatory authorities having appropriate jurisdiction; and
6. will
not invest in physical commodities or contracts relating to physical commodities, except to the extent permitted under the 1940
Act and other applicable laws, rules and regulations, as such may be interpreted or modified by regulatory authorities having jurisdiction,
from time to time and as set forth in the Fund’s prospectus and SAI.
B. NON-FUNDAMENTAL
INVESTMENT RESTRICTIONS OF THE FUND
The following restrictions are non-fundamental
restrictions and may be changed by the Board of Trustees of the Trust (the “Board”) without shareholder approval.
The Fund may not:
1. Pledge
its assets other than to secure permitted borrowings or to secure investments permitted by the Fund’s investment policies
as set forth in its prospectus and this SAI, as they may be amended from time to time, and applicable law.
2. Purchase
securities on margin except to the extent permitted by applicable law.
3. Purchase
securities while outstanding borrowings exceed 5% of the Fund’s total assets, except where the borrowing is for temporary
or emergency purposes. Reverse repurchase agreements, dollar rolls, securities lending, borrowing securities in connection with
short sales (where permitted in the Fund’s prospectus and SAI), and other investments or transactions described in the Fund’s
prospectus and this SAI, as they may be amended from time to time, are not deemed to be borrowings for purposes of this restriction.
4. Make
short sales of securities or maintain a short position, except to the extent permitted by the Fund’s prospectus and SAI,
as amended from time to time, and applicable law.
C. NON-FUNDAMENTAL
TAX RESTRICTIONS OF THE FUND
The Fund must:
1. Maintain
its assets so that, at the close of each quarter of its taxable year,
(a) at
least 50% of the fair market value of its total assets is comprised of cash, cash items, U.S. Government securities, securities
of other regulated investment companies and other securities (including bank loans), limited in respect of any one issuer to no
more than 5% of the fair market value of the Fund’s total assets and 10% of the outstanding voting securities of such issuer,
and
(b) no
more than 25% of the fair market value of its total assets is invested in the securities (including bank loans) of any one issuer
(other than U.S. Government securities and securities of other regulated investment companies), or of two or more issuers controlled
by the Fund and engaged in the same, similar, or related trades or businesses, or of one or more qualified publicly traded partnerships.
These tax-related limitations are subject
to cure provisions under applicable tax laws and may be changed by the Board without shareholder approval to the extent appropriate
in light of changes to applicable tax law requirements.
D. CLASSIFICATION
The Fund has elected to be classified as
a diversified series of an open-end management investment company. As a diversified fund, at least 75% of the value of the Fund’s
total assets must be represented by cash and cash items (including receivables), U.S. Government securities, securities of other
investment companies, and other securities for the purposes of this calculation limited in respect of any one issuer (i) to an
amount not greater in value than 5% of the value of the total assets of the Fund and (ii) to not more than 10% of the outstanding
voting securities of such issuer.
The Fund may not change its classification
status from diversified to non-diversified without the prior approval of shareholders.
E. ADDITIONAL
INFORMATION REGARDING INVESTMENT RESTRICTIONS
The information below is not considered
to be part of the Fund’s fundamental policies and is provided for informational purposes only.
Except with respect to the asset coverage
requirements included in the limitation on borrowing set forth in Section A.1 above, if the percentage restrictions on investments
described in this SAI and the prospectus are adhered to at the time of investment, a later increase or decrease in such percentage
resulting from a change in the values of securities or loans, a change in the Fund’s
net assets or a change in security characteristics is not a violation of any of such restrictions.
With respect to investment restriction
A.2, the 1940 Act does not define what constitutes “concentration” in an industry. However, the SEC has taken the position
that an investment in excess of 25% of the Fund’s total assets in one or more issuers
conducting their principal business activities in the same industry generally constitutes concentration. The Fund does not apply
this restriction to municipal securities, repurchase agreements collateralized by securities issued or guaranteed by the U.S. government,
its agencies or instrumentalities, or other investment companies. To the extent an underlying investment company has adopted an
80% policy that indicates investment in a particular industry, the Fund will take such policy
into consideration for purposes of the Fund’s industry concentration policy.
With respect to investment restriction
A.5, the 1940 Act does not directly restrict the Fund’s ability to invest in real
estate, but does require that every fund have a fundamental investment policy governing such investments. The Fund may acquire
real estate as a result of ownership of securities or other instruments and the Fund may invest in securities or other instruments
backed by real estate or securities of companies engaged in the real estate business or real estate investment trusts. The Fund
is limited in the amount of illiquid assets it may purchase, and to the extent that investments in real estate are considered illiquid,
Rule 22e-4 generally limits the Fund’s purchases of illiquid investments to 15% of its net assets.
With respect to investment restriction
A.6, although the 1940 Act does not directly limit the Fund’s ability to invest in
physical commodities or contracts relating to physical commodities, the Fund’s investments in physical commodities or contracts
relating to physical commodities may be limited by the Fund’s intention to qualify as a registered investment company, as
at least 90% of its gross income must come from certain qualifying sources of income, and income from physical commodities or contracts
relating to physical commodities does not constitute qualifying income for this purpose. In addition, to the extent that any physical
commodity or contracts relating to a physical commodity is considered to be an illiquid investment, Rule 22e-4 generally limits
the Fund’s purchases of illiquid investments to 15% of its net assets. Other restrictions that could also limit the
Fund’s investment in physical commodities or contracts relating to physical commodities include where that investment implicates
the Fund’s diversification, concentration, or securities-related issuer policies, and where the Fund would need to take certain
steps as set forth in its policies to avoid being considered to issue any class of senior securities.
F. CERTAIN
INVESTMENT STRATEGIES, RISKS AND CONSIDERATIONS
The investment objective and principal
investment strategies for the Fund are discussed in the Fund’s prospectus. Set forth below are further descriptions of certain
types of investments and investment strategies used by the Fund. Please see the Fund’s prospectus and the “Investment
Objectives and Policies” section of this SAI for further information on the Fund’s
investment policies
and risks.
Certain descriptions in the Fund’s
prospectus and this SAI of a particular investment practice or technique in which the Fund may engage or a financial instrument
that the Fund may purchase are meant to describe the spectrum of investments that the Fund’s sub-adviser, in its discretion,
might, but is not required to, use in managing the Fund’s portfolio assets in accordance with the Fund’s investment
objective, policies and restrictions. It is possible that certain types of financial instruments or techniques may not be available,
permissible or effective for their intended purposes in all markets.
Investments in a new Fund with limited
operating history gives rise to additional risks because there can be no assurance that the new Fund will grow to or be able to
maintain an economically viable size. To the extent the Fund fails to grow to and maintain an economically viable size, the Board
may decide to liquidate the Fund or reorganize the Fund into another Fund. While shareholder interests will be the paramount consideration,
the timing of any liquidation or reorganization may not be favorable to certain individual shareholders.
The Fund has currently elected not to register
with the Commodity Futures Trading Commission (“CFTC”) as a commodity pool. As a result, the Fund will not purchase
commodity futures, commodity options contracts, or swaps if, immediately after and as a result of such purchase, (i) the Fund’s
aggregate initial margin and premiums posted for its non-bona fide hedging trading in these instruments exceeds 5% of the liquidation
value of the Fund’s portfolio (after taking into account unrealized profits and losses and excluding the in the-money amount
of an option at the time of purchase) or (ii) the aggregate net notional value of the Fund’s positions in such instruments
not used solely for bona fide hedging purposes exceeds 100% of the liquidation value of the Fund’s portfolio (after taking
into account unrealized profits and losses). The Fund may choose to change its election at any time.
The Board may convert the Fund to a master-feeder
structure without shareholder approval and with advance notice to the Fund’s shareholders. Under a master-feeder structure,
the Fund (i.e., feeder fund) would seek to achieve its investment objective by, instead
of investing in portfolio securities directly, investing all or a portion of its investable assets in another open-end investment
management company (i.e., master fund) with substantially the same investment objective, restrictions and policies.
INVESTMENT RISKS
The discussion
set forth below provides descriptions of some of the types of investments and investment strategies
that the Fund may use, and the risks and considerations associated with those investments and investment strategies. Please see
the Fund’s prospectus and the “Investment Objectives and Policies” section of this SAI for further information
on the Fund’s investment policies and risks. Information contained in this section about the risks and considerations associated
with the Fund’s investments and/or investment
strategies applies only to the Fund.
The Fund may engage in any of the investment
strategies or purchase any of the investments described below directly, through its investment in one or more other investment
companies, or through hybrid instruments, structured investments, or other derivatives.
ACTIVE
INVESTMENT MANAGEMENT RISK. The risk that, if a portfolio manager’s investment decisions and strategy do
not perform as expected, the Fund could underperform its peers or lose money. The
Fund’s performance depends on the portfolio managers’ judgment about a variety of factors, such as markets,
interest rates and/or the attractiveness, relative value, liquidity, or potential appreciation of particular investments made
for the Fund’s portfolio. The portfolio managers’ investment models may not adequately take into account certain factors,
may perform differently than anticipated and may result in the Fund having a lower return
than if the portfolio managers used another model or investment strategy. In addition, to the extent the
Fund allocates a portion of its assets to specialist portfolio managers, the styles employed by the different portfolio
managers may not be complementary, which could adversely affect the Fund’s performance. The Fund’s sub-adviser may
consider certain environmental, social and/or governance factors (“ESG”) as part of its decision to buy and sell securities.
Such consideration may fail to produce the intended result and, as a result, the Fund may underperform funds that do not consider
ESG factors.
ACTIVE TRADING RISK. Active
or frequent trading of the Fund’s portfolio securities could increase the Fund’s transaction costs and may increase
an investor’s tax liability as compared to a fund with less active trading policies. These effects may adversely affect
Fund performance
ASSET ALLOCATION RISK.
The Fund’s ability to achieve its investment goal depends upon the Investment Manager’s skill in determining
the Fund’s broad asset allocation mix and selecting underlying investments. Asset allocation risk is the risk that,
if the Fund’s strategy for allocating assets among different asset classes and investments does not work as intended, the
Fund may not achieve its objective or may underperform other funds with similar investment strategies. The Fund may employ a multiple
portfolio manager structure and combine different strategies into a single fund. The investment styles employed by the portfolio
managers of the Fund may not be complementary, which could adversely affect the performance of the Fund.
ASSET-BACKED SECURITIES.
Asset-backed securities are securities backed by a pool of some underlying asset, including but not limited to home equity loans,
installment sale contracts, credit card receivables or other assets. Asset-backed securities are “pass-through” securities,
meaning that principal and interest payments — net of expenses — made by the borrower on the underlying assets (such
as credit card receivables) are passed through to the Fund. The value of asset-backed securities, like that of traditional fixed
income securities, typically increases when interest rates fall and decreases when interest rates rise. However, asset-backed securities
differ from traditional fixed income securities because of their potential for prepayment. The price paid by the Fund for its
asset-backed
securities, the yield the Fund expects to receive from such securities and the average life of the securities are based on a number
of factors, including the anticipated rate of prepayment of the underlying assets. In a period of declining interest rates, borrowers
may prepay the underlying assets more quickly than anticipated, thereby reducing the yield to maturity and the average life of
the asset-backed securities. Moreover, when the Fund reinvests the proceeds of a prepayment in these circumstances, it will likely
receive a rate of interest that is lower than the rate on the security that was prepaid. To the extent that the Fund purchases
asset-backed securities at a premium, prepayments may result in a loss to the extent of the premium paid. If the Fund buys such
securities at a discount, both scheduled payments and unscheduled prepayments will increase current and total returns and unscheduled
prepayments will also accelerate the recognition of income which, when distributed to shareholders, will be taxable as ordinary
income. In a period of rising interest rates, prepayments of the underlying assets may occur at a slower than expected rate, creating
maturity extension risk. This particular risk may effectively change a security that was considered short- or intermediate-term
at the time of purchase into a longer term security. Since the value of longer-term securities generally fluctuates more widely
in response to changes in interest rates than does the value of shorter term securities, maturity extension risk could increase
the volatility of the Fund. When interest rates decline, the value of an asset-backed security with prepayment features may not
increase as much as that of other fixed-income securities, and, as noted above, changes in market rates of interest may accelerate
or retard prepayments and thus affect maturities.
Asset-backed securities do not always have
the benefit of a security interest in the underlying asset. For example, credit card receivables are generally unsecured, and the
debtors 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 amounts owed. The ability of an issuer of asset-backed securities to enforce its security interest in the underlying
securities may be limited, and recoveries on repossessed collateral may not, in some cases, be available to support payments on
these securities. If the Fund purchases asset-backed securities that are “subordinated” to other interests in the same
asset-backed pool, the Fund as a holder of those securities may only receive payments after the pool’s obligations to other
investors have been satisfied. Tax-exempt structured securities, such as tobacco bonds, are not considered asset-backed securities
for purposes of the Fund’s investments.
Collateralized
Debt Obligations (CDOs). The Fund may invest in collateralized debt obligations (“CDOs”), which include collateralized
bond obligations (“CBOs”), collateralized loan obligations (“CLOs”) and other similarly structured securities.
CBOs and CLOs are types of asset-backed securities. A CBO is a trust that is typically backed by a diversified pool of high risk,
below investment grade fixed income securities. The collateral can be from many different types of fixed income securities such
as high yield debt, residential privately issued mortgage-related securities, commercial privately issued mortgage-related securities,
trust preferred securities and emerging market debt. A CLO is a trust typically collateralized by a pool of loans, which may include,
among others, domestic and foreign senior secured loans, senior unsecured loans, and subordinate corporate loans, including loans
that may be rated below investment grade or equivalent unrated loans. Other CDOs are trusts backed by other types of assets representing
obligations of various parties. CDOs may charge management fees and administrative expenses.
For CBOs, CLOs and other CDOs, the cash
flows from the trust are split into two or more portions, called tranches, varying in risk and yield. The riskiest portion is the
“equity” tranche which bears the bulk of defaults from the bonds or loans in the trust and serves to protect the other,
more senior tranches from default in all but the most severe circumstances. Since they are partially protected from defaults, senior
tranches from a CBO trust, CLO trust or trust of another CDO typically have higher ratings and lower yields than their underlying
securities, and can be rated investment grade. Despite the protection from the equity tranche, CBO, CLO or other CDO tranches can
experience substantial losses due to actual defaults, increased sensitivity to defaults due to collateral default and disappearance
of protecting tranches, market anticipation of defaults, as well as aversion to CBO, CLO or other CDO securities as a class.
The risks of an investment in a CDO
depend largely on the type of collateral held by the special purpose entity (“SPE”) and the tranche of the CDO in
which the Fund invests. Investment risk may also be affected by the performance of a CDO’s collateral manager (the entity
responsible for selecting and managing the pool of collateral securities held by the SPE trust), especially during a period of
market volatility. CDOs may be deemed to be illiquid investments and subject to Rule 22e-4’s restrictions on investments
in illiquid investments. However, an active dealer market may exist for CDOs allowing a CDO to qualify for Rule 144A transactions.
Normally, CBOs, CLOs and other CDOs are privately offered and sold, and thus, are not registered under the securities laws. The
Fund’s investment in CDOs will not receive the same investor protection as an investment in registered securities. In addition,
prices of CDO tranches can decline considerably. In addition to the normal risks associated with debt securities and asset backed
securities (e.g., interest rate risk, credit risk and default risk), CDOs carry additional risks including, but not limited to:
(i) the possibility that distributions from collateral securities will not be adequate to make interest or other payments; (ii)
the quality of the collateral may decline in value or quality or go into default or be downgraded; (iii) the Fund may invest in
tranches of a CDO that are subordinate to other classes; and (iv) the complex structure of the security may not be fully understood
at the time of investment and may produce disputes with the issuer, difficulty in valuing the security or unexpected investment
results.
ASSET Segregation.
To the extent required by the SEC guidelines, if the Fund engages in transactions that expose it to an obligation to another party,
the Fund will either (i) hold an offsetting position for the same type of financial asset or (ii) maintain cash or liquid securities,
designated on the Fund’s books or held in a segregated account, with a value sufficient at all times to cover its potential
obligations not covered pursuant to clause (i). Assets used as offsetting positions, designated on the Fund’s books or held
in a segregated account cannot be sold while the position(s) requiring cover is/are open unless replaced with other appropriate
assets. As a result, the commitment of a large portion of assets to be used as offsetting positions or to be designated or segregated
in such a manner could impede portfolio management or the Fund’s ability to meet redemption requests or other current obligations.
The
Fund reserves the right to modify its asset segregation policies in the future to comply with any changes in the SEC’s
positions regarding asset segregation.
Authorized
Participant Concentration Risk. Only an authorized
participant may engage in creation or redemption transactions directly with the Fund.
The Fund has a limited number of intermediaries that act as authorized participants, and none of these authorized participants
are or will be obligated to engage in creation or redemption transactions. To the extent that these intermediaries exit the business
or are unable to or choose not to proceed with creation and/or redemption orders with respect to the
Fund and no other authorized participant is able to step forward to create or redeem, shares may be
more likely to trade at a discount to NAV and possibly face trading halts and/or delisting.
BOND FORWARDS RISK. A
bond forward is a contractual agreement between the Fund and another party to buy or sell an underlying asset at an agreed-upon
future price and date. When the Fund enters into a bond forward, it will also simultaneously enter into a reverse repurchase agreement.
In a bond forward transaction, no cash premium is paid when the parties enter into the bond forward. If the transaction is collateralized,
an exchange of margin collateral will take place according to an agreed-upon schedule. Otherwise, no asset of any kind changes
hands until the bond forward matures (typically in 30 days) or is rolled over for another agreed-upon period. Generally, the value
of the bond forward will change based on changes in the value of the underlying asset. Bond forwards are subject to market risk
(the risk that the market value of the underlying bond may change), non-correlation risk (the risk that the market value of the
bond forward might move independently of the market value of the underlying bond) and counterparty credit risk (the risk that
a counterparty will be unable to meet its obligation under the contract). If there is no cash exchanged at the time the Fund enters
into the bond forward, counterparty risk may be limited to the loss of any marked-to-market profit on the contract and any delays
or limitations on the Fund’s ability to sell or otherwise use the investments used as collateral for the bond forward. Reverse
repurchase agreements involve the sale of securities held by the Fund with an agreement to repurchase the securities at an agreed-upon
price, date and interest payment. Reverse repurchase agreements carry the risk that the market value of the securities that the
Fund is obligated to repurchase may decline below the repurchase price. The Fund could also lose money if it is unable to recover
the securities and the value of the collateral held or assets segregated by the Fund to cover the transaction is less than the
value of securities. The use of reverse repurchase agreements may increase the possibility of fluctuation in the Fund’s
net asset value.
In order to reduce the risk associated
with leveraging, the Fund may “set aside” liquid assets (as described in “Asset Segregation” above), or
otherwise “cover” its position in bond forwards in a manner consistent with the 1940 Act or the rules and SEC interpretations
thereunder.
BORROWING. The Fund may borrow
money to the extent set forth under “Investment Objectives and Policies.” The Fund does not intend to borrow for leverage
purposes, except as may be set forth under “Investment Objectives and Policies.” Interest paid on borrowings will decrease
the net earnings of the Fund and will not be available for investment.
CALL
RISK. Call risk is the risk that an issuer, especially during periods of falling interest rates, may redeem a security
by repaying it early. Issuers may call outstanding securities prior to their maturity due to a decline in interest rates, a change
in credit spreads or changes to or improvements in the issuer’s credit quality. If an issuer calls a security in which
the Fund has invested, the Fund may not recoup the full amount of its initial investment and may be forced to reinvest the money
it receives in lower-yielding securities, securities with greater credit risks or securities with other, less favorable features.
This could potentially lower the Fund’s income, yield and its distributions to shareholders.
Cash
Transactions Risk. The Fund may effect creations and redemptions partly or wholly for cash, rather than through
in-kind distributions of securities. As a result, an investment in the Fund may be less
tax-efficient than an investment in an ETF that primarily or wholly effects creations and redemptions in-kind. ETFs generally are
able to make in-kind redemptions and thereby avoid being taxed on gain on the distributed portfolio securities at the Fund level.
Because the Fund may effect redemptions partly or wholly for cash, rather than in-kind, it may be required to sell portfolio securities
in order to obtain the cash needed to distribute redemption proceeds, which involves transaction costs. If the
Fund realizes a gain on these sales, the Fund generally will be required to recognize a gain it might not otherwise have recognized,
or to recognize such gain sooner than would be required if it were to distribute portfolio securities in-kind. The Fund generally
distributes these gains to shareholders to avoid capital gains taxes at the Fund level and the need to otherwise comply with the
special tax rules that apply to such gains. This strategy may cause shareholders to be required to pay a tax on gains they would
not otherwise have to pay or to pay such tax at an earlier date than would be the case if they had made an investment in a different
ETF. Moreover, cash transactions may have to be carried out over several days if the securities markets are relatively illiquid
at the time the Fund must sell securities and may involve considerable brokerage fees and taxes. These brokerage fees and taxes,
which will be higher than if the Fund sold and redeemed its shares principally in-kind,
will be passed on to purchasers and redeemers of Creation Units in the form of creation and redemption transaction fees. As a result
of these factors, the spreads between the bid and the offered prices of the Fund’s
shares may be wider than for shares of ETFs that transact primarily in-kind.
Commodities
Regulatory Risk. Commodity-related companies are subject to significant federal, state and local government regulation
in virtually every aspect of their operations, including how facilities are constructed, maintained and operated, environmental
and safety controls, and the prices they may charge for the products and services they provide. In addition, certain derivatives
(for example, interest rate swaps) are considered to be commodities for regulatory purposes. The CFTC and the exchanges are authorized
to take extraordinary actions in the event of a market emergency, including, for example, the retroactive implementation of speculative
position limits or higher margin requirements, the establishment of daily limits and the suspension of
trading. Any of these actions,
if taken, could adversely affect the returns of the Fund by limiting or precluding investment decisions the Fund might otherwise
make. In addition, various national governments have expressed concern regarding the derivatives markets and the need to regulate
such markets. Stricter laws, regulations or enforcement policies, with respect to the derivatives market, could be enacted in the
future which would likely increase compliance costs and may adversely affect the operations and financial performance of commodity-related
companies. The effect of any future regulatory change on the Fund is impossible to predict, but could be substantial and adverse
to the Fund. Also, future regulatory developments may impact the Fund’s ability to invest in commodity-linked derivatives.
CONVERTIBLE
SECURITIES. The market value of a convertible security typically performs like that of a regular debt security; this means
that if market interest rates rise, the value of a convertible security usually falls. Convertible securities are also subject
to the risk that the issuer will not be able to pay interest or dividends when due, and their market value may change based on
changes in the issuer’s credit rating or the market’s perception of the issuer’s creditworthiness. Since it derives
a portion of its value from the common stock into which it may be converted, a convertible security is also subject to the same
types of market and issuer risk that apply to the underlying common stock. A convertible security tends to perform more
like a stock when the underlying stock price is high relative to the conversion price (because more of the security’s value
resides in the option to convert) and more like a debt security when the underlying stock price is low relative to the conversion
price (because the option to convert is less valuable).
Contingent
Convertibles. Contingent convertible securities (“CoCos”) are a form of hybrid debt security that are intended
to either convert into equity or have their principal written down upon the occurrence of certain “triggers.” The triggers
are generally linked to regulatory capital thresholds or regulatory actions calling into question the issuing banking institution’s
continued viability as a going-concern. CoCos’ unique equity conversion or principal write-down features are tailored to
the issuing banking institution and its regulatory requirements. Some additional risks associated with CoCos include, but are not
limited to:
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Loss absorption risk. CoCos have no stated maturity and have fully discretionary coupons.
This means coupons can potentially be cancelled at the banking institution’s discretion or at the request of the relevant
regulatory authority in order to help the bank absorb losses.
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Subordinated
instruments. CoCos will, in the majority of circumstances, be issued in the form
of subordinated debt instruments in order to provide the appropriate regulatory capital
treatment prior to a conversion. Accordingly, in the event of liquidation, dissolution
or winding-up of an issuer prior to a conversion having occurred, the rights and claims
of the holders of the CoCos, such as the Fund, against the issuer in respect of or arising
under the terms of the CoCos shall generally rank junior to the claims of all holders
of unsubordinated obligations of the issuer. In addition, if the CoCos are converted
into the issuer’s underlying equity securities following a conversion event (i.e.,
a “trigger”), each holder will be subordinated due to their conversion from
being the holder of a debt instrument to being the holder of an equity instrument.
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Market value will fluctuate based on unpredictable factors.
The value of CoCos is unpredictable and will be influenced by many factors including, without limitation: (i) the creditworthiness
of the issuer and/or fluctuations in such issuer’s applicable capital ratios; (ii) supply and demand for the CoCos; (iii)
general market conditions and available liquidity; and (iv) economic, financial and political events that affect the issuer, its
particular market or the financial markets in general.
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Synthetic Convertibles.
Synthetic convertible securities involve the combination of separate securities that possess the two principal characteristics
of a traditional convertible security (i.e., an income-producing component and a right to acquire an equity security). Synthetic
convertible securities are often achieved, in part, through investments in warrants or options to buy common stock (or options
on a stock index), and therefore are subject to the risks associated with derivatives. The value of a synthetic convertible security
will respond differently to market fluctuations than a traditional convertible security because a synthetic convertible is composed
of two or more separate securities or instruments, each with its own market value. Because the convertible component is typically
achieved by investing in warrants or options to buy common stock at a certain exercise price, or options on a stock index, synthetic
convertible securities are subject to the risks associated with derivatives. In addition, if the value of the underlying common
stock or the level of the index involved in the convertible component falls below the exercise price of the warrant or option,
the warrant or option may lose all value.
COUNTERPARTY Risk.
With respect to certain transactions, such as over-the-counter derivatives contracts or repurchase agreements, the Fund will be
exposed to the risk that the counterparty to the transaction may be unable or unwilling to make timely principal, interest or settlement
payments, or otherwise to honor its obligations. In the event of a bankruptcy or insolvency of a counterparty, the Fund could experience
delays in liquidating its positions and significant losses, including declines in the value of its investment during the period
in which the Fund seeks to enforce its rights, the inability to realize any gains on its investment during such period and any
fees and expenses incurred in enforcing its rights. The Fund also bears the risk of loss of the amount expected to be received
under a derivative transaction in the event of the default or bankruptcy of a counterparty.
CREDIT RISK. Credit risk
is the risk that the issuer of a security will not be able to make timely principal and interest payments. Changes in an issuer’s
financial strength, credit rating or the market’s perception of an issuer’s creditworthiness may also affect the value
of the Fund’s investment in that issuer. The degree of credit risk depends on both the financial condition of the issuer
and the terms of the obligation. Securities issued by the U.S. Treasury historically have presented minimal credit risk. However,
in 2011 the long-term U.S. credit rating was downgraded by at least one major rating agency as a result of disagreements within
the U.S.
Government over raising the debt ceiling to repay outstanding obligations and this event introduced greater uncertainty
about the future ability of the U.S. to repay its obligations due to political or other developments. A future credit rating downgrade
or a U.S. credit default could decrease the value and increase the volatility of the Fund’s investments.
CREDIT
RISK TRANSFER SECURITIES RISK. Credit risk transfer (“CRT”) securities
are fixed income securities that transfer the credit risk related to certain types of mortgage backed securities (“MBS”)
to the owner of the CRT. If the underlying mortgages default, the principal held by the owners of the CRT securities is used
to pay back holders of the MBS. As a result, all or part of the mortgage default or credit risk associated with the underlying
mortgage pools is transferred to the Fund. Therefore, the Fund could lose all or part of its investments in credit risk transfer
securities in the event of default by the underlying mortgages.
Currency
Risk. The risk that the value of the Fund’s investments in foreign securities or currencies will be affected
by the value of the applicable currency relative to the U.S. dollar. When the Fund sells a foreign currency or foreign currency
denominated security, its value may be worth less in U.S. dollars even if the investment increases in value in its local market.
U.S. dollar-denominated securities of foreign issuers may also be affected by currency risk, as the revenue earned by issuers of
these securities may also be affected by changes in the issuer’s local currency. Currency markets generally are not as regulated
as securities markets. The dollar value of foreign investments may be affected by exchange controls. The Fund may be positively
or negatively affected by governmental strategies intended to make the U.S. dollar, or other currencies in which the Fund invests,
stronger or weaker. Currency risk may be particularly high to the extent that the Fund invests in foreign securities or currencies
that are economically tied to emerging market countries.
CYBERSECURITY RISK. Cybersecurity breaches
are either intentional or unintentional events that allow an unauthorized party to gain access to Fund assets, customer data, or
proprietary information, or cause the Fund or a Fund service provider to suffer data corruption or lose operational functionality.
Intentional cybersecurity incidents include: unauthorized access to systems, networks, or devices (such as through “hacking”
activity); infection from computer viruses or other malicious software code; and attacks that shut down, disable, slow, or otherwise
disrupt operations, business processes, or website access or functionality. In addition, unintentional incidents can occur, such
as the inadvertent release of confidential information.
A cybersecurity breach could result
in the loss or theft of customer data or funds, the inability to access electronic systems (“denial of services”),
loss or theft of proprietary information or corporate data, physical damage to a computer or network system, or costs associated
with system repairs, any of which could have a substantial impact on the Fund. For example, in a denial of service, Fund shareholders
could lose access to their electronic accounts indefinitely, and employees of the Investment Manager, the sub-adviser, or the
Fund’s other service providers may not be able to access electronic systems to perform critical duties for the Fund, such
as trading, NAV calculation, shareholder accounting, or fulfillment of Fund share purchases and redemptions. Cybersecurity incidents
could cause the Fund, the Investment Manager, the sub-adviser, or other service provider to incur regulatory penalties, reputational
damage, compliance costs associated with corrective measures, or financial loss. They may also result in violations of applicable
privacy and other laws. In addition, such incidents could affect issuers in which the Fund invests, thereby causing the Fund’s
investments to lose value.
The Investment Manager, the sub-adviser,
and their affiliates have established risk management systems that seek to reduce cybersecurity risks, and business continuity
plans in the event of a cybersecurity breach. However, there are inherent limitations in such plans, including that certain risks
have not been identified, and there is no guarantee that such efforts will succeed, especially since none of the Investment Manager,
the sub-adviser, or their affiliates controls the cybersecurity systems of the Fund’s third-party service providers (including
the Fund’s custodian), or those of the issuers of securities in which the Fund invests.
DEPOSITARY
RECEIPTS (ADRs, EDRs and GDRs). The Fund may invest in securities of foreign issuers in the form of depositary receipts
or other securities that are convertible into securities of foreign issuers, including American Depositary Receipts (“ADRs”),
European Depositary Receipts (“EDRs”) and Global Depositary Receipts (“GDRs”). ADRs are receipts typically
issued by a U.S. bank or trust company that evidence underlying securities issued by a foreign corporation. ADRs are traded on
U.S. securities exchanges, or in over-the-counter markets, and are denominated in U.S. dollars. EDRs and GDRs are similar instruments
that are issued in Europe (EDRs) or globally (GDRs), traded on foreign securities exchanges and denominated in foreign currencies.
The value of a depositary receipt will fluctuate with the value of the underlying security, reflect changes in exchange rates and
otherwise involve the same risks associated with the foreign securities that they evidence or into which they may be converted.
The Fund may also invest in depositary receipts that are not sponsored by a financial institution (“Unsponsored Depositary
Receipts”). Depositary Receipts are generally subject to the same risks as the foreign securities that they evidence
or into which they may be converted. The issuers of Unsponsored Depositary Receipts are not obligated
to disclose information that would be considered material in the United States. Therefore, there may be less information available
regarding their issuers and there may not be a correlation between such information and the market value of the depositary receipts.
The Fund may also invest in Global Depositary
Notes (“GDN”), a form of depositary receipt. A GDN is a debt instrument created by a bank that evidences ownership
of a local currency-denominated debt security. An investment in GDNs involves further risks due to certain features of GDNs. GDNs
emulate the terms (interest rate, maturity date, credit quality, etc.) of particular local currency-denominated bonds; however,
they trade, settle, and pay interest and principal in U.S. dollars, and are Depository Trust Company/Euroclear/Clearstream eligible.
Any distributions paid to the holders of GDNs are usually subject to a fee charged by the depositary. Certain investment restrictions
in certain countries may adversely impact the value of GDNs because such restrictions
may limit the ability to convert bonds into
GDNs and vice versa. Such restrictions may cause bonds of the underlying issuer to trade at a discount or premium to the market
price of the GDN. See also “Foreign Investments” below.
DERIVATIVE INSTRUMENTS. The
Fund may use instruments called derivatives or derivative instruments. A derivative is a financial instrument the value of which
is derived from the value of one or more underlying securities, commodities, currencies, indices, debt instruments, other derivatives
or any other agreed upon pricing index or arrangement (e.g., the movement over time of the Consumer Price Index or freight
rates) (each an “Underlying Instrument”). Derivatives contracts are either physically settled, which means the parties
trade the Underlying Instrument itself, or cash settled, which means the parties simply make cash payments based on the value
of the Underlying Instrument (and do not actually deliver or receive the Underlying Instrument). Derivatives may allow the Fund
to increase or decrease the level of risk to which the Fund is exposed more quickly and efficiently than transactions in other
types of instruments.
Many derivative contracts are traded on
securities or commodities exchanges, the contract terms are generally standard, and the parties make payments due under the contracts
through the exchange. Most exchanges require the parties to post margin against their obligations under the contracts, and the
performance of the parties’ obligations under such contracts is usually guaranteed by the exchange or a related clearing
corporation. Other derivative contracts are traded over-the-counter (“OTC”) in transactions negotiated directly between
the counterparties. OTC derivative contracts do not have standard terms, so they are generally less liquid and more difficult to
value than exchange-traded contracts. OTC derivatives also expose the Fund to additional credit risks to the extent a counterparty
defaults on a contract. See “Additional Risk Factors and Considerations of OTC Transactions” below.
Depending on how the Fund uses derivatives
and the relationships between the market values of the derivative and the Underlying Instrument, derivatives could increase or
decrease the Fund’s exposure to the risks of the Underlying Instrument. Derivative contracts may also expose the Fund to
additional liquidity and leverage risks. See “Risk Factors in Derivative Instruments” below.
The Fund
may use derivatives for cash flow management or, as part of its overall investment strategy, to seek to replicate the performance
of a particular index or to enhance returns. The use of derivatives to enhance returns is considered speculative because the Fund
is primarily seeking to achieve gains rather than to offset, or hedge, the risks of other positions. When the Fund invests in
a derivative for speculative purposes, the Fund is fully exposed to the risks of loss of that derivative, which may sometimes
be greater than the cost of the derivative itself. No Fund may use any derivative to gain exposure to an asset or class of assets
that it would be prohibited by its investment restrictions from purchasing directly.
Hedging
Risk. The Fund may use derivative instruments to offset
the risks, or to “hedge” the risks, associated with other Fund holdings. For example, derivatives may be used to hedge
against movements in interest rates, currency exchange rates and the equity markets through the use of options, futures transactions
and options on futures. Derivatives may also be used to hedge against duration risk in fixed-income investments. Losses on one
Fund investment may be substantially reduced by gains on a derivative that reacts to the same market movements in an opposite manner.
However, while hedging can reduce losses, it can also reduce or eliminate gains or cause losses if the market moves in a manner
different from that anticipated by the Fund or if the cost of the derivative offsets the advantage of the hedge.
Among other risks, hedging involves correlation
risk, which is the risk that changes in the value of the derivative will not match (i.e., will not offset) changes in the
value of the holdings being hedged as expected by the Fund. In such a case, any losses on the Fund holdings being hedged may not
be reduced or may even be increased as a result of the use of the derivative. The inability to close options and futures positions
also could have an adverse impact on the Fund’s ability effectively to hedge its portfolio.
There
can be no assurance that the use of hedging transactions will be effective. No Fund is required to engage in hedging transactions,
and the Fund may choose not to do so. A decision as to whether,
when and how to hedge involves the exercise of skill and judgment, and even a well-conceived hedge may be unsuccessful to some
degree because of market behavior or unexpected interest rate trends.
The Fund might not employ any of the derivatives
strategies described below, and there can be no assurance that any strategy used will succeed. The Fund’s success in employing
derivatives strategies may depend on the sub-adviser’s correctly forecasting interest rates, market values or other economic
factors, and there can be no assurance that the sub-adviser’s forecasts will be accurate. If the sub-adviser’s forecasts
are not accurate, the Fund may end up in a worse position than if derivatives strategies had not been employed at all. The Fund’s
ability to use certain derivative transactions may be limited by tax considerations and certain other legal considerations. Further,
suitable derivative transactions might not be available at all times or in all circumstances. Described below are certain derivative
instruments and trading strategies the Fund may use (either separately or in combination) in seeking to achieve their overall investment
objectives.
Options Contracts
An options contract, or an “option,”
is a type of derivative. An option is an agreement between two parties in which one gives the other the right, but not the obligation,
to buy or sell an Underlying Instrument at a set price (the “exercise price” or “strike price”) for a specified
period of time. The buyer of an option pays a premium for the opportunity to decide whether to carry out the transaction
(exercise
the option) when it is beneficial. The option seller (writer) receives the initial premium and is obligated to carry out the transaction
if and when the buyer exercises the option. Options can trade on exchanges or in the OTC market and may be bought or sold on a
wide variety of Underlying Instruments. Options that are written on futures contracts, or futures options (discussed below), are
subject to margin requirements similar to those applied to futures contracts. The Fund may engage in options transactions on any
security or instrument in which it may invest, on any securities index based on securities in which it may invest or on any aggregates
of equity and debt securities consisting of securities in which it may invest (aggregates are composites of equity or debt securities
that are not tied to a commonly known index). The Fund may also enter into options on foreign currencies. As with futures and swaps
(discussed below), the success of any strategy involving options depends on the sub-adviser’s analysis of many economic and
mathematical factors, and the Fund’s return may be higher if it does not invest in such instruments at all. The Fund may
only write “covered” options. The sections below describe certain types of options and related techniques that the
Fund may use.
Call Options.
A call option gives the holder the right to purchase the Underlying Instrument at the exercise price for a fixed period of time.
The Fund would typically purchase a call option in anticipation of an increase in value of the Underlying Instrument because owning
the option allows the Fund to participate in price increases on a more limited risk basis than if the Fund had initially directly
purchased the Underlying Instrument. If, during the option period, the market value of the Underlying Instrument exceeds the exercise
price, plus the option premium paid by the Fund and any transaction costs the Fund incurs in purchasing the option, the Fund realizes
a gain upon exercise of the option. Otherwise, the Fund realizes either no gain or a loss on its purchase of the option.
The Fund is also permitted to write (i.e.,
sell) “covered” call options, which obligate the Fund, in return for the option premium, to sell the Underlying Instrument
to the option holder for the exercise price if the option is exercised at any time before or on its expiration date. In order for
a call option to be covered, the Fund must have at least one of the following in place with respect to the option and for so long
as the option is outstanding: (i) the Fund owns the Underlying Instrument subject to the option (or, in the case of an option on
an index, owns securities whose price changes are expected to be similar to those of the underlying index), (ii) the Fund has an
absolute and immediate right to acquire the Underlying Instrument without additional cash consideration (or for additional cash
consideration so long as the Fund segregates such additional cash amount) upon conversion or exchange of other securities in its
portfolio, (iii) the Fund enters into an offsetting forward contract and/or purchases an offsetting option or any other option
that, by virtue of its exercise price or otherwise, reduces the Fund’s net exposure on its written option position, or (iv)
the Fund segregates assets with an aggregate value equal to the exercise price of the option.
The Fund would typically write a call option
to generate income from the option premium and/or in anticipation of a decrease, or only a limited increase (i.e., an increase
that is less than the option premium received by the Fund in writing the option), in the market value of the Underlying Instrument.
In writing a call option, however, the Fund would not profit if the market value of the Underlying Instrument increases to an amount
that exceeds the sum of the exercise price plus the premium received by the Fund. Also, the Fund cannot sell the Underlying Instrument
while the option is in effect unless the Fund enters into a closing purchase transaction. A closing purchase transaction cancels
out the Fund’s position as option writer by means of an offsetting purchase of an identical option prior to the expiration
or exercise of the option it has written.
Put Options.
A put option gives the holder the right to sell the Underlying Instrument at the exercise price for a fixed period of time. The
Fund would typically purchase a put option in anticipation of a decline in market values of securities. This limits the Fund’s
potential for loss in the event that the market value of the Underlying Instrument falls below the exercise price.
The Fund is also permitted to write covered
put options on the securities or instruments in which it may invest. In order for a put option to be covered, the Fund must have
at least one of the following in place with respect to the option and for so long as the option is outstanding: (i) the Fund enters
into an offsetting forward contract and/or purchases an offsetting option or any other option that, by virtue of its exercise price
or otherwise, reduces the Fund’s net exposure on its written option position or (ii) the Fund segregates assets or cash with
an aggregate value equal to the exercise price of the option.
The Fund would typically write a put option
on an Underlying Instrument to generate income from premiums and in anticipation of an increase or only a limited decrease in the
value of the Underlying Instrument. However, as writer of the put and in return for the option premium, the Fund takes the risk
that it may be required to purchase the Underlying Instrument at a price in excess of its market value at the time of purchase.
Because the purchaser may exercise its right under the option contract at any time during the option period, the Fund has no control
over when it may be required to purchase the Underlying Instrument unless it enters into a closing purchase transaction.
Collars and
Straddles. The Fund may employ collars, which are options strategies in which a call with an exercise price greater than
the price of the Underlying Instrument (an “out-of-the-money call”) is sold and an in-the-money put (where the exercise
price is again above the price of the Underlying Instrument) is purchased, to preserve a certain return within a predetermined
range of values. The Fund may also write covered straddles consisting of a combination of a call and a put written on the same
Underlying Instrument. A straddle is covered when sufficient assets are deposited to meet the Fund’s immediate obligations.
The Fund may use the same liquid assets to cover both the call and put options where the exercise price of the call and put are
the same, or the exercise price of the call is higher than that of the put. In such cases, the Fund will also segregate or designate
on their books liquid assets equivalent to the amount, if any, by which the put is “in the money.”
Options on
Indices. The Fund is permitted to invest in options on any index made up of securities or other instruments in which the
Fund itself may invest. Options on indices are similar to options on securities except that index options are always cash settled,
which means that upon exercise of the option the holder receives cash equal to the difference between the closing price of the
index and the exercise price of the option times a specified multiple that determines the total monetary value for each point of
such difference. As with other written options, all index options written by the Fund must be covered.
Risks Associated
with Options. There are several risks associated with options transactions. For example, there are significant differences
between the options market and the securities markets that could result in imperfect correlation between the two markets. Such
imperfect correlation could then cause a given transaction to fail to achieve its objectives. Options are also subject to the risks
of an illiquid secondary market, whether those options are traded over-the-counter or on a national securities exchange. There
can be no assurance that a liquid secondary market on an options exchange will exist for any particular exchange-traded option
at any particular time. If the Fund is unable to effect a closing purchase transaction with respect to options it has written,
the Fund will not be able to sell the Underlying Instruments or dispose of the segregated assets used to cover the options until
the options expire or are exercised. Similarly, if the Fund is unable to effect a closing sale transaction with respect to options
it has purchased, it would have to exercise the options in order to realize any profit and would incur transaction costs upon the
purchase or sale of the Underlying Instruments. Moreover, the Fund’s ability to engage in options transactions may be limited
by tax considerations and other legal considerations.
The presence of a liquid secondary market
on an options exchange may dry up for any or all of the following reasons: (i) there may be insufficient trading interest in certain
options; (ii) the exchange may impose restrictions on opening or closing transactions or both; (iii) the exchange may halt or suspend
trading, or impose other restrictions, on particular classes or series of options; (iv) unusual or unforeseen circumstances may
interrupt normal exchange operations; (v) the facilities of the exchange or its related clearing corporation may at times be inadequate
to handle trading volume; and/or (vi) one or more exchanges could, for economic or other reasons, decide or be compelled at some
future date to discontinue the trading of options (or particular classes or series of options), in which event the secondary market
on that exchange (or in such classes or series of options) would cease to exist. However, if the secondary market on an exchange
ceases to exist, it would be expected (though it cannot be guaranteed) that outstanding options on that exchange, if any, that
had been issued as a result of trades on that exchange would continue to be exercisable in accordance with their terms.
The Fund’s options transactions will
also be subject to limitations, established by exchanges, boards of trade or other trading facilities, governing the maximum number
of options in each class that may be written or purchased by any single investor or a group of investors acting in concert. As
such, the number of options any single Fund can write or purchase may be affected by options already written or purchased by other
Hartford Funds. An exchange, board of trade or other trading facility may order the liquidation of positions found to be in excess
of these limits and/or impose sanctions. Also, the hours of trading for options may not conform to the hours during which the Underlying
Instruments are traded. To the extent that the options markets close before the markets for the Underlying Instruments, significant
price movements can take place in the underlying markets that would not be reflected in the options markets.
OTC options implicate additional liquidity
and credit risks. Unlike exchange-listed options, where an intermediary or clearing corporation assures that the options transactions
are properly executed, the responsibility for performing OTC options transactions rests solely on the writer and holder of those
options. See “Additional Risk Factors and Considerations of OTC Transactions” below.
The writing and purchase of options is
a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio
securities transactions. The successful use of options depends on the sub-adviser’s ability to predict correctly future price
fluctuations and the degree of correlation between the options and securities markets. See “Risk Factors in Derivative
Instruments” below.
Additional
Risk Associated with Options on Indices. The writer’s payment obligation under an index option (which is a cash-settled
option) usually equals a multiple of the difference between the exercise price, which was set at initiation of the option, and
the closing index level on the date the option is exercised. As such, index options implicate a “timing risk” that
the value of the underlying index will change between the time the option is exercised by the option holder and the time the obligation
thereunder is settled in cash by the option writer.
Futures Contracts and Options on Futures
Contracts
A futures contract, which is a type of
derivative, is a standardized, exchange-traded contract that obligates the purchaser to take delivery, and the seller to make delivery,
of a specified quantity of an Underlying Instrument at a specified price and specified future time. The Fund is generally permitted
to invest in futures contracts and options on futures contracts with respect to, but not limited to, equity and debt securities
and foreign currencies, aggregates of equity and debt securities (aggregates are composites of equity or debt securities that are
not tied to a commonly known index), interest rates, indices, commodities and other financial instruments.
No price is paid upon entering into a futures
contract. Rather, when the Fund purchases or sells a futures contract it is required to post margin (“initial margin”)
with the futures commission merchant (“FCM”) executing the transaction. The margin required for a futures contract
is usually less than 10% of the contract value, but it is set by the exchange on which the contract is traded and may by modified
during the term of the contract. Subsequent payments, known as “variation margin,” to and from the FCM, will then be
made daily as the currency, financial instrument or securities index underlying the futures contract fluctuates (a process known
as “marking to market”). If the Fund has insufficient cash available to meet daily variation margin requirements, it
might need to sell securities at a time when such sales are disadvantageous. Futures involve substantial leverage risk.
An option on a futures contract (“futures
option”) gives the option holder the right (but not the obligation) to buy or sell its position in the underlying futures
contract at a specified price on or before a specified expiration date. As with a futures contract itself, the Fund is required
to deposit and maintain margin with respect to futures options it writes. Such margin deposits will vary depending on the nature
of the underlying futures contract (and the related initial margin requirements), the current market value of the option and other
futures positions held by the Fund.
The sale of a futures contract limits the
Fund’s risk of loss, prior to the futures contract’s expiration date, from a decline in the market value of portfolio
holdings correlated with the futures contract. In the event the market values of the portfolio holdings correlated with the futures
contract increase rather than decrease, however, the Fund will realize a loss on the futures position and a lower return on the
portfolio than would have been realized without the purchase of the futures contract.
Positions taken in the futures markets
are usually not held to maturity but instead liquidated through offsetting transactions that may result in a profit or loss. While
the Fund’s futures contracts will usually be liquidated in this manner, the Fund may instead make or take delivery of the
Underlying Instrument whenever it appears economically advantageous to do so.
The Fund is permitted to enter into a variety
of futures contracts, including interest rate futures, index futures, currency futures and commodity futures, and options on such
futures contracts. The Fund may also invest in instruments that have characteristics similar to futures contracts, such as debt
securities with interest or principal payments determined by reference to the value of a security, an index of securities or a
commodity or currency at a future point in time. The risks of such investments reflect the risks of investing in futures and derivatives
generally, including volatility and illiquidity.
Risks Associated
with Futures and Futures Options. The primary risks associated with the use of futures contracts and options are: (a) imperfect
correlation between the change in market value of instruments held by the Fund and the price of the futures contract or option;
(b) the possible lack of an active market for a futures contract or option, or the lack of a liquid secondary market for a futures
option, and the resulting inability to close the futures contract or option when desired; (c) losses, which are potentially unlimited,
caused by unanticipated market movements; (d) the sub-adviser’s failure to predict correctly the direction of securities
prices, interest rates, currency exchange rates and other economic factors; and (e) the possibility that the counterparty will
default in the performance in its obligations. Futures contracts and futures options also involve brokerage costs, require margin
deposits and, in the case of contracts and options obligating the Fund to purchase securities or currencies, require the Fund to
segregate assets to cover such contracts and options. Moreover, futures are inherently volatile, and the Fund’s ability to
engage in futures transactions may be limited by tax considerations and other legal considerations.
U.S. futures exchanges and some foreign
exchanges limit the amount of fluctuation in futures contract prices which may occur in a single business day (generally referred
to as “daily price fluctuation limits”). The maximum or minimum price of a contract as a result of these limits is
referred to as a “limit price.” If the limit price has been reached in a particular contract, no trades may be made
beyond the limit price. Limit prices have the effect of precluding trading in a particular contract or forcing the liquidation
of contracts at disadvantageous times or prices.
Additional
Considerations of Commodity Futures Contracts. In addition to the risks described above, there are several additional risks
associated with transactions in commodity futures contracts. In particular, the costs to store underlying physical commodities
are reflected in the price of a commodity futures contract. To the extent that storage costs for an underlying commodity change
while the Fund is invested in futures contracts on that commodity, the value of the futures contract may change proportionately.
Further, the commodities that underlie commodity futures contracts may be subject to additional economic and non-economic variables,
such as drought, floods, weather, livestock disease, embargoes, tariffs and international economic, political and regulatory developments
and may be subject to broad price fluctuations.
Other Considerations
Related to Options and Futures Options. The Fund will engage in transactions in futures contracts and related options only
to the extent such transactions are consistent with the requirements of the Internal Revenue Code of 1986, as amended, (the “Code”)
for maintaining qualification as a regulated investment company for U.S. federal income tax purposes.
Swap Agreements and Swaptions
A swap agreement, or a swap, is a type
of derivative instrument. Swap agreements are entered into for periods ranging from a few weeks to more than one year. In a standard
swap, two parties exchange the returns (or differentials in rates of return) earned or
realized on an Underlying Instrument. The
gross returns to be exchanged (or “swapped”) between the parties are calculated with respect to a “notional amount,”
which is a predetermined dollar principal that represents the hypothetical underlying quantity upon which the parties’ payment
obligations are computed. The notional amount may be, among other things, a specific dollar amount invested, for example, at a
particular interest rate, in a particular foreign currency or in a “basket” of securities or commodities that represents
a particular index. The notional amount itself normally is not exchanged between the parties, but rather it serves as a reference
amount from which to calculate the parties’ obligations under the swap.
The Fund will usually enter into swap agreements
on a “net basis,” which means that the two payment streams are netted out with each party receiving or paying, as the
case may be, only the net amount of the payments. The Fund’s obligations under a swap agreement are generally accrued daily
(offset against any amounts owing to the Fund), and accrued but unpaid net amounts owed to a counterparty are covered by segregating
liquid assets, marked to market daily, to avoid leveraging the Fund’s portfolio. If the Fund enters into a swap on other
than a net basis, the Fund will segregate the full amount of its obligations under such swap. The Fund may enter into swaps, caps,
collars, floors and related instruments with member banks of the Federal Reserve System, members of the New York Stock Exchange
or other entities determined by the sub-adviser to be creditworthy. If a default occurs by the other party to such transaction,
the Fund will have contractual remedies under the transaction documents, but such remedies may be subject to bankruptcy and insolvency
laws that could affect the Fund’s rights as a creditor.
The Fund may engage in a wide variety of
swap transactions, including, but not limited to, credit- and event-linked swaps, interest rate swaps, swaps on specific securities
or indices, swaps on rates (such as mortgage prepayment rates) and other types of swaps, such as caps, collars, and floors. In
addition, to the extent the Fund is permitted to invest in foreign currency-denominated securities, it may invest in currency swaps.
The Fund may also enter into options on swap agreements (“swaptions”). Depending on how they are used, swap agreements
may increase or decrease the overall volatility of the Fund’s investments and its share price and yield. The sections below
describe certain swap arrangements and related techniques that the Fund may use.
Interest Rate
Swaps, Caps, Floors and Collars. An interest rate swap is an OTC contract in which the parties exchange interest rate exposures
(e.g., exchange floating rate payments for fixed rate payments or vice versa). For example, a $10 million London Interbank
Offered Rate (“LIBOR”) swap requires one party to pay the equivalent of the London Interbank Offered Rate of Interest
(which fluctuates) on the $10 million principal amount in exchange for the right to receive from the other party the equivalent
of a stated fixed rate of interest on the $10 million principal amount.
Among other techniques, the Fund may use
interest rate swaps to hedge interest rate and duration risk on fixed-income securities or portfolios, which can be particularly
sensitive to interest rate changes. Duration measures the sensitivity in prices of fixed-income securities to changes in interest
rates; the duration of a portfolio or basket of bonds is the weighted average of the individual component durations. Longer maturity
bonds typically have a longer duration than shorter maturity bonds and, therefore, higher sensitivity to interest rate changes.
In an environment where interest rates are expected to rise, the Fund may use interest rate swaps to hedge interest rate and duration
risk across a portfolio at particular duration points (such as two-, five- and 10- year duration points).
The Fund may also purchase or sell interest
rate caps or floors. In a typical interest rate cap, the buyer receives payments from the seller to the extent that a specified
interest rate exceeds a predetermined level. In a typical interest rate floor, the buyer receives payments from the seller to the
extent that a specified interest rate falls below a predetermined level. An interest rate collar combines elements of purchasing
a cap and selling a floor and is usually employed to preserve a certain return within a predetermined range of values.
Commodity Swaps.
A commodity swap agreement is a contract in which one party agrees to make periodic payments to another party based on the change
in market value of a commodity-based Underlying Instrument (such as a specific commodity or commodity index) in return for periodic
payments based on a fixed or variable interest rate or the total return from another commodity-based Underlying Instrument. In
a total return commodity swap, the Fund receives the price appreciation of a commodity index, a portion of a commodity index or
a single commodity in exchange for paying an agreed-upon fee. As with other types of swap agreements, if the commodity swap lasts
for a finite period of time, the swap may be structured such that the Fund pays a single fixed fee established at the outset of
the swap. However, if the term of the commodity swap is ongoing, with interim swap payments, the Fund may pay a variable or “floating”
fee. Such a variable fee may be pegged to a base rate, such as LIBOR, and is adjusted at specific intervals. As such, if interest
rates increase over the term of the swap contract, the Fund may be required to pay a higher fee at each swap reset date. See
“LIBOR Risk” below.
Currency Swaps.
A currency swap agreement is a contract in which two parties exchange one currency (e.g., U.S. dollars) for another currency (e.g.,
Japanese yen) on a specified schedule. The currency exchange obligations under currency swaps could be either interest payments
calculated on the notional amount or payments of the entire notional amount (or a combination of both). The Fund may engage in
currency swap agreements as a tool to protect against uncertainty and fluctuations in foreign exchange rates in the purchase and
sale of securities. However, the use of currency swap agreements does not eliminate, or even always mitigate, potential losses
arising from fluctuations in exchange rates. In the case of currency swaps that involve the delivery of the
entire notional amount
of currency in exchange for another currency, the entire notional principal of the currency swap is subject to the risk that the
counterparty will default on its contractual delivery obligations.
Credit Default
Swaps. A credit default swap (“CDS”) is an agreement between two parties whereby one party (the “protection
buyer”) makes an up-front payment or a stream of periodic payments over the term of the CDS to the other party (the “protection
seller”), provided generally that no event of default or other credit-related event (a “credit event”) with respect
to an Underlying Instrument occurs. In return, the protection seller agrees to make a payment to the protection buyer if a credit
event does occur with respect to the Underlying Instrument. The CDS market allows the Fund to manage credit risk through buying
and selling credit protection on a specific issuer, asset or basket of assets. Credit default swaps typically last between six
months and three years, provided that no credit event occurs. Credit default swaps may be physically settled or cash settled.
The Fund may be either the protection buyer
or the protection seller in a CDS. The Fund generally will not buy protection on issuers that are not currently held by the Fund.
However, the Fund may engage in credit default swap trades on single names, indices and baskets to manage asset class exposure
and to capitalize on spread differentials in instances where there is not complete overlap between the Fund’s holdings or
exposures and the reference entities in the credit default swap. If the Fund is the protection buyer and no credit event occurs,
the Fund loses its entire investment in the CDS (i.e., an amount equal to the aggregate amount of payments made by the Fund
to the protection seller over the term of the CDS). However, if a credit event does occur, the Fund (as protection buyer), will
deliver the Underlying Instrument to the protection seller and is entitled to a payment from the protection seller equal to the
full notional value of the Underlying Instrument, even though the Underlying Instrument at that time may have little or no value.
If the Fund is the protection seller and no credit event occurs, the Fund receives a fixed income throughout the term of the CDS
(or an up-front payment at the beginning of the term of the CDS) in the form of payments from the protection buyer. However, if
the Fund is the protection seller and a credit event occurs, the Fund is obligated to pay the protection buyer the full notional
value of the Underlying Instrument in return for the Underlying Instrument (which may at that time be of little or no value).
The Fund may also invest in the Dow Jones
CDX (“CDX”), which is a family of indices that track credit derivative indices in various countries around the world.
The CDX provides investors with exposure to specific reference baskets of issuers of bonds or loans in certain segments, such as
North American investment grade credit derivatives or emerging markets. CDX reference baskets are generally priced daily and rebalanced
every six months in conjunction with leading market makers in the credit industry. While investing in CDXs increases the universe
of bonds and loans to which the Fund is exposed, such investments entail risks that are not typically associated with investments
in other debt instruments (rather, they entail risks more associated with derivative instruments). The liquidity of the market
for CDXs is also subject to liquidity in the secured loan and credit derivatives markets.
Total return
swaps, asset swaps, inflation swaps and similar instruments. The Fund may enter into total return swaps, asset swaps, inflation
swaps and other types of swap agreements. In a total return swap, the parties exchange the total return (i.e., interest
payments plus any capital gains or losses) of an Underlying Instrument (or basket of such instruments) for the proceeds of another
Underlying Instrument (or basket of such instruments). Asset swaps combine an interest rate swap with a bond and are generally
used to alter the cash flow characteristics of the Underlying Instrument. For example, the parties may exchange a fixed investment,
such as a bond with guaranteed coupon payments, for a floating investment like an index. Inflation swaps are generally used to
transfer inflation risk. See “Inflation-Linked Instruments” herein.
Swaptions.
The Fund may also enter into swap options, or “swaptions.” A swaption is a contract that gives one party the right
(but not the obligation), in return for payment of the option premium, to enter into a new swap agreement or to shorten, extend,
cancel or otherwise modify an existing swap agreement at some designated future time and on specified terms. The Fund may write
(sell) and purchase put and call swaptions. Depending on the terms of the particular option agreement, the Fund will generally
incur a greater degree of risk when it writes a swaption than it will incur when it purchases a swaption. When the Fund purchases
a swaption, it risks losing only the option premium it paid should it decide not to exercise the option. When the Fund writes a
swaption, however, it is obligated according to the terms of the underlying agreement if the option holder exercises the option.
Risks Associated
with Swaps and Swaptions. Investing in swaps and swaptions, and utilizing these and related techniques in managing the
Fund portfolio, are highly specialized activities that involve investment techniques and risks different from those associated
with ordinary portfolio transactions. These investments involve significant risk of loss. Whether the Fund’s use of swaps
will be successful in furthering its investment objective will depend on the sub-adviser’s ability to predict correctly whether
certain types of investments are likely to produce greater returns than other investments. If the sub-adviser is incorrect in its
forecast of market values, the sub-adviser’s utilization of swap arrangements and related techniques could negatively impact
the Fund’s performance.
The swaps market is largely unregulated.
It is possible that developments in the swaps market, including potential government regulation, could adversely affect the Fund’s
ability to terminate existing swap agreements or to realize amounts to be received under such agreements. Also, certain restrictions
imposed by the Code may limit the Fund’s ability to use swap agreements.
If the creditworthiness of the Fund’s
swap counterparty declines, it becomes more likely that the counterparty will fail to meet its obligations under the contract,
and consequently the Fund will suffer losses. Although there can be no assurance that the Fund will
be able to do so, the Fund
may be able to reduce or eliminate its exposure under a swap agreement either by assignment or other disposition, or by entering
into an offsetting swap agreement with the same party or another creditworthy party. However, the Fund may have limited ability
to eliminate its exposure under a credit default swap if the credit of the reference entity or underlying asset has declined. There
can be no assurance that the Fund will be able to enter into swap transactions at prices or on terms the sub-adviser believes are
advantageous to the Fund. In addition, although the terms of swaps, caps, collars and floors may provide for termination, there
can be no assurance that the Fund will be able to terminate a swap or to sell or offset caps, collars or floors that it has purchased.
Investing in swaps and related techniques involves the risks associated with investments in derivative instruments. See “Risk
Factors in Derivative Instruments” and “Additional Risk Factors and Considerations of OTC Transactions” below.
Inflation-Linked Instruments
The Fund is permitted to invest in
a variety of inflation-linked instruments, such as inflation-indexed securities and inflation-linked derivatives, to manage inflation
risk or to obtain inflation exposure. Inflation – a general rise in the prices of goods and services – is measured
by inflation indices like the Consumer Price Index (CPI), which is calculated monthly by the U.S. Bureau of Labor Statistics,
and the Retail Prices Index, which is calculated by the U.K. Office for National Statistics. The CPI is a measurement of changes
in the cost of living, made up of components such as housing, food, transportation and energy.
Inflation-linked derivatives are derivative
instruments that tie payments to an inflation index. Currently, most inflation derivatives are in the form of inflation swaps,
such as CPI swaps. A CPI swap is a fixed-maturity, over-the-counter derivative where one party pays a fixed rate in exchange for
payments tied to the CPI. The fixed rate, which is set by the parties at the initiation of the swap, is often referred to as the
“breakeven inflation” rate and generally represents the current difference between Treasury yields and Treasury inflation
protected securities (“TIPS”) yields of similar maturities at the initiation of the swap agreement. CPI swaps are typically
designated as “zero coupon,” where all cash flows are exchanged at maturity. The value of a CPI swap is expected to
fluctuate in response to changes in the relationship between nominal interest rates and the rate of inflation, as measured by the
CPI. A CPI swap can lose value if the realized rate of inflation over the life of the swap is less than the fixed market implied
inflation rate (the breakeven inflation rate) the investor agreed to pay at the initiation of the swap.
Other types of inflation derivatives include
inflation options and futures. There can be no assurance that the CPI, or any foreign inflation index, will accurately measure
the rate of inflation in the prices of consumer goods and services. Further, there can be no assurance that the rate of inflation
in a foreign country will be correlated to the rate of inflation in the United States. Moreover, inflation-linked instruments are
subject to the risks inherent in derivative transactions generally. See “Risk Factors in Derivative Instruments”
herein. The market for inflation-linked instruments is still developing. The sub-adviser reserves the right to use the instruments
discussed above and similar instruments that may be available in the future.
Hybrid Instruments
A hybrid instrument is an interest in an
issuer that combines the characteristics of an equity security, a debt security, a commodity and/or a derivative. For example,
an oil company might issue a commodity-linked bond that pays a fixed level of interest plus additional interest that accrues in
correlation with the extent to which oil prices exceed a certain predetermined level. This is a hybrid instrument combining a bond
with an option on oil.
Depending on the types and terms of hybrid
instruments, they present risks that may be similar to, different from or greater than those associated with more traditional investments
with similar characteristics. Hybrid instruments are potentially more volatile than more traditional investments and, depending
on the structure of the particular hybrid, may expose the Fund to additional leverage and liquidity risks. Moreover, the purchase
of hybrids exposes the Fund to the credit risk of the issuers of the hybrids. Described below are certain hybrid instruments the
Fund may use in seeking to achieve its investment objective. The sub-adviser reserves the right to use the instruments mentioned
below and similar instruments that may be available in the future.
Credit-Linked
Securities. Credit-linked securities are issued by a limited purpose trust or other vehicle that, in turn, invests in a
basket of derivative instruments, such as credit default swaps, interest rate swaps and other securities. Investments in credit-linked
securities normally consist of the right to receive periodic payments during the term and payment of principal at the end of the
term. However, these payments depend on the issuer’s own investments in derivative instruments and are, accordingly, subject
to the risks associated with derivative instruments, which include volatility, illiquidity and counterparty risk.
Indexed Securities
and Structured Notes. Indexed securities are derivative securities the interest rate or principal of which is determined
by an unrelated indicator (e.g., a currency, security, commodity or index). Structured notes are debt indexed securities.
Indexed securities implicate a high degree of leverage, which magnifies the potential for gain and the risk of loss, when they
include a multiplier that multiplies the indexed element by a specific factor.
Structured notes and indexed securities
can be very volatile investments because, depending on how they are structured, their value may either increase or decrease in
response to the value of the Underlying Instruments. The terms of these securities may also provide that in some instances no principal
is due at maturity, which may result in a loss of invested capital. These instruments also
may entail a greater degree of market
risk than other types of securities because the investor bears the risk not only of the instrument but also of the unrelated indicator.
Indexed securities may involve significant credit risk and liquidity risk and, as with other sophisticated strategies, the Fund’s
use of these instruments may not work as intended.
Event-Linked
Bonds. The Fund may invest in “event-linked bonds” (or “catastrophe bonds”). The event-linked bond
market is a growing sector of the global fixed income market that provides investors with high return potentials in exchange for
taking on “event risk,” such as the risk of a major hurricane, earthquake or pandemic. If such trigger event occurs,
the Fund may lose a portion or its entire principal invested in the bond. Some event-linked bonds provide for an extension of maturity
to process and audit loss claims if a trigger has, or possibly has, occurred. Such extension may increase volatility. Event-linked
bonds may also expose the Fund to other unanticipated risks including credit risk, counterparty risk, liquidity risk, adverse regulatory
or jurisdictional interpretations and adverse tax consequences. Event-linked bonds are subject to the risks inherent in derivative
transactions. See “Derivative Instruments – Risk Factors in Derivative Instruments” below.
Foreign Currency Transactions
The Fund also may purchase and sell foreign
currency options and foreign currency futures contracts and futures options, and may engage in foreign currency transactions either
on a spot (cash) basis at prevailing currency exchange rates or through forward currency contracts. The Fund may engage in these
transactions to hedge, directly or indirectly, against currency fluctuations, for other investment purposes and/or to seek to enhance
returns. The Fund may enter into currency transactions only with counterparties that a sub-adviser deems to be creditworthy. Certain
of the foreign currency transactions the Fund may use are described below.
Forward Currency
Contracts. The Fund may enter into forward currency contracts (“forwards”) in connection with settling purchases
or sales of securities, to hedge the currency exposure associated with some or all of the Fund’s investments or as part of
its investment strategy. Forwards are OTC contracts to purchase or sell a specified amount of a specified currency or multinational
currency unit at a set price on a future date. The market value of a forward fluctuates with changes in foreign currency exchange
rates. Forwards are marked to market daily based upon foreign currency exchange rates from an independent pricing service, and
the change in value is recorded as unrealized appreciation or depreciation. The Fund will record a realized gain or loss when the
forward is closed. Forwards are highly volatile, involve substantial currency risk and may also involve credit and liquidity risks.
The Fund may use a forward in a “settlement
hedge,” or “transaction hedge,” to lock in the U.S. dollar price on the purchase or sale of securities denominated
in a foreign currency between the time when the security is purchased or sold and the time at which payment is received. Forward
contracts on foreign currency may also be used by the Fund in anticipation generally of the Fund’s making investments denominated
in a foreign currency, even if the specific investments have not yet been selected by the sub-adviser.
In a “position hedge,” the
Fund uses a forward contract to hedge against a decline in the value of existing investments denominated in foreign currency. For
example, the Fund may enter into a forward contract to sell Japanese yen in return for U.S. dollars in order to hedge against a
possible decline in the yen’s value. Position hedges tend to offset both positive and negative currency fluctuations. Alternately,
the Fund could hedge its position by selling another currency expected to perform similarly to the Japanese yen. This is called
a “proxy hedge” and may offer advantages in terms of cost, yield or efficiency. However, proxy hedges may result in
losses if the currency used to hedge does not move in tandem with the currency in which the hedged securities are denominated.
The Fund may also engage in cross-hedging
by entering into forward contracts in one currency against a different currency. Cross-hedging may be used to limit or increase
exposure to a particular currency or to establish active exposure to the exchange rate between the two currencies.
Options on foreign currencies are affected
by the factors that influence foreign exchange rates and investments generally. The Fund’s ability to establish and close
out positions on foreign currency options is subject to the maintenance of a liquid secondary market, and there can be no assurance
that a liquid secondary market will exist for a particular option at any specific time.
Forward
Rate Agreements. The Fund may also enter into forward rate agreements. Under a forward rate agreement,
the buyer locks in an interest rate at a future settlement date. If the interest rate on the settlement date exceeds the lock rate,
the buyer pays the seller the difference between the two rates. If the lock rate exceeds the interest rate on the settlement date,
the seller pays the buyer the difference between the two rates. Any such gain received by the Fund would be taxable.
These instruments are traded in the OTC market. These transactions involve risks, including counterparty risk. See “Risk
Factors in Derivative Instruments” below.
Currency Swaps,
Options and Futures. In order to protect against currency fluctuations and for other investment purposes, the Fund may
enter into currency swaps, options and futures. Options on foreign currencies are affected by the factors that influence foreign
exchange rates and investments generally. The Fund’s ability to establish and close out positions on foreign currency options
is subject to the maintenance of a liquid secondary market, and there can be no assurance that a liquid secondary market will exist
for a particular option at any specific time. See “Swap Agreements and Swaptions – Currency Swaps,” “Options
Contracts,” and “Futures Contracts and Options on Futures Contracts” herein.
Additional
Risks Associated with Foreign Currency Transactions. It is extremely difficult to forecast currency market movements, and
whether any hedging or other investment strategy will be successful is highly uncertain. Further, it is impossible to forecast
with precision the market value of portfolio securities at the expiration of a foreign currency forward. Therefore, the Fund may
be required to buy or sell additional currency on the spot market (and bear the expense of such transaction) if the sub-adviser’s
predictions regarding the movement of foreign currency or securities markets prove inaccurate. To the extent the Fund hedges against
anticipated currency movements that do not occur, the Fund may realize losses and reduce its total return as a result of its hedging
transactions. It is impossible to hedge fully or perfectly against the effects of currency fluctuations on the value of non-U.S.
securities because currency movements impact the value of different securities in differing degrees.
The Fund may buy or sell foreign currency
options either on exchanges or in the OTC market. Foreign currency transactions on foreign exchanges may not be regulated to the
same extent as similar transactions in the United States, may not involve a clearing mechanism and related guarantees and are subject
to the risk of governmental actions affecting trading in, or the prices of, foreign securities. The value of such positions also
could be adversely affected by (i) other complex foreign political, legal and economic factors, (ii) lesser availability than in
the United States of data on which to make trading decisions, (iii) delays in the Fund’s ability to act upon economic events
occurring in foreign markets during non-business hours in the United States, (iv) the imposition of different exercise and settlement
terms and procedures and margin requirements than in the United States and (v) lesser trading volume. Foreign currency transactions
are also subject to the risks inherent in investments in foreign markets. See “Foreign Investments” below.
Risk Factors in Derivative Instruments
Derivatives are volatile and involve significant
risks, including:
Correlation
Risk – the risk that changes in the value of a derivative instrument will not match the changes in the value of the
Fund holdings that are being hedged.
Counterparty
Risk – the risk that the party on the other side of an OTC derivatives contract or a borrower of the Fund’s
securities may be unable or unwilling to make timely principal, interest or settlement payments, or otherwise to honor its obligations.
Credit Risk
– the risk that the issuer of a security will not be able to make timely principal and interest payments. Changes in an issuer’s
credit rating or the market’s perception of an issuer’s creditworthiness may affect the value of the Fund’s investment
in and/or exposure to that issuer. The degree of credit risk depends on both the financial condition of the issuer and the terms
of the obligation.
Currency Risk
– the risk that changes in the exchange rate between currencies will adversely affect the value (in U.S. dollar terms) of
an investment.
Index Risk
– in respect of index-linked derivatives, the risks associated with changes in the underlying indices. If an underlying index
changes, the Fund may receive lower interest payments or experience a reduction in the value of the derivative to below what the
Fund paid. Certain indexed securities, including inverse securities (which move in an opposite direction from the reference index),
may create leverage to the extent that they increase or decrease in value at a rate that is a multiple of the changes in the applicable
index.
Interest Rate
Risk – the risk that the value of an investment may decrease when interest rates rise because when interest rates
rise, the prices of bonds and fixed rate loans fall. Generally, the longer the maturity of a bond or fixed rate loan, the more
sensitive it is to this risk (interest rate risk is commonly measured by a fixed income investment’s duration). Falling interest
rates also create the potential for a decline in the Fund’s income.
Leverage Risk
– the risk associated with certain types of investments or trading strategies (for example, borrowing money to increase the
amount being invested) that relatively small market movements may result in large changes in the value of an investment. Certain
investments or trading strategies that involve leverage can result in losses that substantially exceed the amount originally invested.
Liquidity Risk
– the risk that certain securities may be difficult or impossible to sell at the time that the seller would like to sell
them or at the price the seller believes the security is currently worth.
Tax Risk
– The tax treatment of a derivative may not be as favorable as a direct investment in the underlying asset. The use of derivatives
may adversely affect the timing, character and amount of income the Fund realizes from its investments, and could impair the ability
of the sub-adviser to use derivatives when it wishes to do so.
Short Position
Risk - The Fund may also take a short position in a derivative instrument, such as a future, forward or swap. A
short position in a derivative instrument involves the risk of a theoretically unlimited increase in the value of the underlying
instrument which could cause the Fund to suffer a (potentially unlimited) loss.
The potential loss on derivative instruments
may be substantial relative to the initial investment therein. The Fund incurs transaction costs in opening and closing positions
in derivative instruments. There can be no assurance that the use of derivative instruments will be advantageous.
Proposed SEC Regulatory Change - In
late November 2019, the SEC published a proposed rulemaking related to the use of derivatives and certain other transactions by
registered investment companies that would, if adopted, for the most part rescind the SEC’s asset segregation and coverage
rules and guidance. Instead of complying with current requirements, the Fund would need to trade derivatives and other transactions
that potentially create senior securities (except reverse repurchase agreements) subject to a value-at-risk (“VaR”)
leverage limit, certain other testing requirements and requirements related to board reporting. These new requirements would apply
unless the Fund qualified as a “limited derivatives user,” as defined in the SEC’s proposal. Reverse repurchase
agreements would continue to be subject to the current asset coverage requirements, and the Fund trading reverse repurchase agreements
would need to aggregate the amount of indebtedness associated with the reverse repurchase agreements or similar financing transactions
with the aggregate amount of any other senior securities representing indebtedness when calculating the Fund’s asset coverage
ratio. Reverse repurchase agreements would not be included in the calculation of whether the Fund is a limited derivatives user,
but if the Fund is subject to the VaR testing, reverse repurchase agreements and similar financing transactions would be included
for purposes of such testing. Any new requirements, if adopted, may increase the cost of the Fund’s investments and cost
of doing business, which could adversely affect investors.
Regulatory Aspects of Derivatives and
Hedging Instruments.
As a result of amendments to rules under
the Commodity Exchange Act (“CEA”) by the CFTC, HFMC must either operate within certain guidelines and restrictions
with respect to the Fund’s use of futures, options on such futures, commodity options
and certain swaps, or be subject to registration with the CFTC as a “commodity pool operator” (“CPO”) with
respect to the Fund and be required to operate the Fund in compliance with certain disclosure, reporting, and recordkeeping requirements.
Under current CFTC rules, the investment
adviser of a registered investment company may claim an exemption from registration as a CPO only if the registered investment
company that it advises uses futures contracts, options on such futures, commodity options and certain swaps solely for “bona
fide hedging purposes,” or limits its use of such instruments for non-bona fide hedging purposes to certain de minimis amounts.
The
Fund has filed a notice of eligibility claiming an exclusion from the definition of the term CPO and, therefore, the Fund is not
subject to registration or regulation as a CPO under the CEA. Consistent with the investment strategies of certain other funds
it manages, HFMC intends to maintain the flexibility to use futures contracts, options on such futures, commodity options and certain
swaps for non-bona fide hedging purposes beyond the de minimis amounts provided under the CFTC rules. For this reason, HFMC is
subject to registration and regulation as a CPO under the CEA with respect to its service as investment adviser to these funds.
In the event that the Fund not currently registered with or regulated by the CFTC engages
in transactions that require registration as a CPO in the future, the Fund will comply with applicable regulations. If the
Fund operates subject to CFTC regulation, it may incur additional expenses.
Additional
Risk Factors and Considerations of OTC Transactions. Certain derivatives traded in OTC markets, including swaps, OTC options
and indexed securities, involve substantial liquidity risk. This risk may be increased in times of financial stress if the trading
market for OTC derivatives contracts or otherwise becomes restricted. The absence of liquidity may make it difficult or impossible
for the Fund to ascertain a market value for such instruments and/or to sell them promptly and at an acceptable price.
Because derivatives traded in OTC markets
are not guaranteed by an exchange or clearing corporation and generally do not require payment of margin, to the extent that the
Fund has unrealized gains in such instruments or has deposited collateral with its counterparty, the Fund is at risk that its counterparty
will become bankrupt or otherwise fail to honor its obligations. The counterparty’s failure to honor its obligations would
result in the loss of any premium paid by the Fund as well as the loss of any expected benefit of the transaction. In addition,
closing transactions can be made for OTC options only by negotiating directly with the counterparty or effecting a transaction
in the secondary market (if any such market exists). There can be no assurance that the Fund will in fact be able to close out
an OTC option position at a favorable price prior to expiration. In the event of insolvency of the counterparty, the Fund might
be unable to close out an OTC option at any time prior to its expiration, if at all.
DOLLAR ROLLS. The Fund may
enter into “dollar rolls” in which the Fund sells securities for delivery in the current month and simultaneously contracts
with the same counterparty to repurchase substantially similar (same type, coupon and maturity) but not identical securities on
a specified future date. The Fund gives up the right to receive principal and interest paid on the securities sold. However, the
Fund would benefit to the extent that the price received for the securities sold is higher than the forward price for the future
purchase plus any fee income received. Unless such benefits exceed the income and capital appreciation that would have been realized
on the securities sold as part of the dollar roll, the use of this technique would adversely affect the Fund’s investment
performance. The benefits derived from the use of dollar rolls may depend, among other things, upon the ability of the Fund’s
sub-adviser to predict interest rates correctly. There can be no assurance that dollar rolls can be successfully employed. In addition,
if the Fund uses dollar rolls while remaining substantially fully invested, the amount of the Fund’s assets that are subject
to market risk would exceed the Fund’s net asset value, which could result in increased volatility of the price of the Fund’s
shares. Further, entering into dollar rolls involves potential risks that are different from those related to the securities underlying
the transactions. For example, if the counterparty becomes insolvent, the Fund’s right to purchase from the counterparty
may be restricted. Also, the value of the underlying security may change adversely before the Fund is able to purchase it, or the
Fund may be required to purchase securities in connection with a dollar roll at a higher price than may be otherwise available
on the open market. Further, because the counterparty may deliver a similar, but not identical, security, the Fund may be required
to buy a security under the dollar roll that may be of less value than an identical security would have been.
Exchange
Traded Funds (ETFs). ETFs are
registered investment companies that trade their shares on stock exchanges (such as the NYSE Arca, Cboe BZX, and
NASDAQ) at market prices (rather than net asset value) and only are redeemable from the fund itself in large increments or in exchange
for baskets of securities. As an exchange traded security, an ETF’s shares are priced continuously and trade throughout the
day. ETFs may track a securities index, a particular market sector, a particular segment of a securities index or market sector,
or they may be actively managed. An investment in an ETF generally implicates the following risks: (i) the same primary risks as
an investment in a fund that is not exchange-traded that has the same investment objectives, strategies and policies of the ETF;
(ii) the risk that the ETF may fail to accurately track the market segment or index that underlies its investment objective; (iii)
the risk that, to the extent the ETF does not fully replicate the underlying index, the ETF’s investment strategy
may not produce the intended results; (iv) the risk of more frequent price fluctuations due to
secondary market trading, which may result in a loss to the Fund; (v) the risk that an ETF may trade at a price that is lower than
its net asset value; and (vi) the risk that an active market for the ETF’s shares may not develop or be maintained. Also,
the Fund will indirectly pay a proportional share of the asset-based fees of the ETFs in which it invests. ETFs are also subject
to specific risks depending on the nature of the ETF, such as liquidity risk, sector risk and foreign and emerging market risk,
as well as risks associated with fixed income securities, real estate investments and commodities. An investment in an ETF presents
the risk that the ETF may no longer meet the listing requirements of any applicable exchanges on which the ETF is listed. Further,
trading in an ETF may be halted if the trading in one or more of the securities held by an ETF is halted.
Generally, the Fund will not purchase securities
of an investment company (which would include an ETF) if, as a result: (1) more than 10% of the Fund’s total assets would
be invested in securities of other investment companies; (2) such purchase would result in more than 3% of the total outstanding
voting securities of any such investment company being held by the Fund; or (3) more than 5% of the Fund’s total assets would
be invested in any one such investment company. Many ETFs have obtained exemptive relief from the SEC to permit unaffiliated funds
sponsored by other fund families to invest in the ETF’s shares beyond the above statutory limitations, subject to certain
conditions and pursuant to a contractual arrangement between the ETFs and the investing fund. The Fund may rely on these exemptive
orders to invest in ETFs.
Exchange
Traded Notes (ETNs). ETNs are a type of unsecured, unsubordinated debt security that have characteristics
and risks similar to those of fixed-income securities, including credit risk, and trade on a major exchange similar to shares of
ETFs. Unlike other types of fixed income securities, however, the performance of ETNs is based upon that of a market index or other
reference asset minus fees and expenses, no coupon payments are made and no principal protection exists. The value of an ETN may
be affected 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 issuer’s credit rating and economic, legal,
political or geographic events that affect the referenced commodity or security. The Fund’s ability to sell its ETN holdings
also may be limited by the availability of a secondary market and the Fund may have to sell such holdings at a discount. ETNs also
are subject to counterparty credit risk, fixed-income risk and tracking error risk (where the ETN’s performance may not match
or correlate to that of its market index). ETNs also incur certain expenses not incurred by their applicable index.
EVENT RISK. Event risk is
the risk that corporate issuers may undergo restructurings, such as mergers, leveraged buyouts, takeovers or similar events financed
by the issuer’s taking on additional debt. As a result of the added debt, the credit quality and market value of a company’s
bonds and/or other debt securities may decline significantly.
FIXED INCOME MARKET RISKS. The
fixed income markets at times have experienced periods of extreme volatility that have negatively impacted a broad range of mortgage-
and asset-backed and other fixed income securities, including those rated investment grade, the U.S. and international credit and
interbank money markets generally, and a wide range of financial institutions and markets, asset classes and sectors. As a result,
fixed income instruments have at times experienced reduced liquidity, increased price volatility, credit downgrades and increased
likelihood of default. Domestic and international equity markets have also experienced heightened volatility and turmoil that has
particularly affected issuers with exposure to the real estate, mortgage and credit markets. During times of market turmoil, investors
tend to look to the safety of securities issued or backed by the U.S. Treasury, causing the
prices of these securities to rise,
and their yields to decline. These events as well as continuing market upheavals may have an adverse effect on the Fund and may
result in increased selling of Fund shares.
In 2008, the Federal Housing Finance Agency
(“FHFA”) placed Federal National Mortgage Association (“FNMA”) and Federal Home Loan Mortgage Corporation
(“FHLMC”) 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.
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 broad authority to promote the orderly administration of FNMA’s and FHLMC’s affairs,
including the power to repudiate any contract entered into by FNMA or FHLMC prior to FHFA’s appointment as conservator or
receiver, as applicable, and the right to transfer or sell any asset or liability of FNMA or FHLMC without any approval, assignment
or consent. Although FHFA has indicated that it has no present intention to repudiate or to transfer any guaranty obligations,
holders of FNMA or FHLMC mortgage-backed securities would be adversely affected in the event that the FHFA exercised either of
these powers granted to it under the Reform Act. 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.
In addition, following the global financial
crisis, the Federal Reserve attempted to stabilize the economy and support the economic recovery by keeping the federal funds rate
(the interest rate at which depository institutions lend reserve balances to other depository institutions overnight) at or near
zero percent. Although interest rates remain near historic lows, the Federal Reserve has taken steps in recent years to raise the
federal funds rate and is expected to continue to do so in the near term. In addition, as part of its monetary stimulus program
known as quantitative easing, the Federal Reserve purchased on the open market large quantities of securities issued or guaranteed
by the U.S. government, its agencies or instrumentalities. The Federal Reserve discontinued purchasing securities through its quantitative
easing program in 2014 and has since focused on reducing its holdings in such securities. To the extent that the Federal Reserve
reduces its holdings in securities and raises the federal funds rate, there is a risk that interest rates across the financial
industry will rise. A general rise in interest rates has the potential to cause investors to move out of fixed-income securities
on a large scale, which may increase redemptions from funds that hold large amounts of fixed-income securities.
FIXED INCOME SECURITIES.
The Fund is permitted to invest in fixed income securities including, but not limited to: (1) securities issued or guaranteed as
to principal or interest by the U.S. Government, its agencies or instrumentalities; (2) non-convertible debt securities issued
or guaranteed by U.S. corporations or other issuers (including foreign issuers); (3) asset-backed securities; (4) mortgage-related
securities, including collateralized mortgage obligations (“CMOs”); (5) securities issued or guaranteed as to principal
or interest by a foreign issuer, including supranational entities such as development banks, non-U.S. corporations, banks or bank
holding companies or other foreign issuers; (6) commercial mortgage-backed securities; and (7) other capital securities issued
or guaranteed by U.S. corporations or other issuers (including foreign issuers).
FOREIGN INVESTMENTS. The Fund may
invest in foreign issuers and borrowers, which include: (1) companies organized outside of the United States, including in emerging
market countries; (2) foreign sovereign governments and their agencies, authorities, instrumentalities and political subdivisions,
including foreign states, provinces or municipalities; and (3) issuers and borrowers whose economic fortunes and risks are primarily
linked with markets outside the United States. These securities may be denominated or quoted in, or pay income in, U.S. dollars
or in a foreign currency. Certain companies organized outside the United States may not be deemed to be foreign issuers or borrowers
if the issuer’s or borrower’s economic fortunes and risks are primarily linked with U.S. markets.
Investing in securities of foreign issuers
and loans to foreign borrowers involves considerations and potential risks not typically associated with investing in obligations
issued by U.S. entities. Less information may be available about foreign entities compared with U.S. entities. For example, foreign
issuers and borrowers generally are not subject to uniform accounting, auditing and financial reporting standards or to other regulatory
practices and requirements comparable to those applicable to U.S. issuers and borrowers. In addition, prices of foreign securities
may fluctuate more than prices of securities traded in the United States. Other potential foreign market risks include difficulties
in pricing securities, defaults on foreign government securities, difficulties in enforcing favorable legal judgments in foreign
courts and political and social conditions, such as diplomatic relations, confiscatory taxation, expropriation, limitation on the
removal of funds or assets or imposition of (or change in) exchange control regulations. Legal remedies available to investors
in certain foreign countries may be less extensive than those available to investors in the United States or other foreign countries.
In addition, changes in government administrations or economic or monetary policies in the United States or abroad could result
in appreciation or depreciation of portfolio securities. Any of these actions could severely affect security prices, impair the
Fund’s ability to purchase or sell foreign securities or transfer the Fund’s assets or income back into the United
States, or otherwise adversely affect the Fund’s operations.
Recent geopolitical events in the European
Union (particularly in Greece and Italy) and in China may disrupt securities markets and adversely affect global economies and
markets. Such developments could lead to increased short-term market volatility and may have adverse long-term effects on world
economies and markets generally. Those events as well as other changes in regional economic and political conditions could adversely
affect individual issuers or related groups of issuers, securities markets, interest rates, credit ratings, inflation, investor
sentiment, and other factors affecting the value of the Fund’s investments. Given
the increasing interdependence among global economies and markets, conditions in one country, market, or region might adversely
affect markets, issuers, and/or foreign exchange rates in other countries.
A default or debt restructuring by any
European country would adversely impact holders of that country’s debt, and sellers of credit default swaps linked to that
country’s creditworthiness (which may be located in other countries). These events may have an adverse effect on the value
and exchange rate of the euro and may continue to significantly affect the economies of every country in Europe, including European
Union member countries that do not use the euro and non-European Union member countries. If any member country exits the
European Monetary Union, the departing country would face the risks of currency devaluation and its trading partners and banks
and others around the world that hold the departing country’s debt would face the risk of significant losses. In addition,
the resulting economic instability of Europe and the currency markets in general could have a severe adverse effect on the value
of securities held by the Fund.
Certain European countries in which
the Fund may invest have recently experienced significant volatility in financial markets and may continue to do so in the future.
The impact of the United Kingdom’s departure from the European Union, commonly known as “Brexit,” and the potential
departure of one or more other countries from the European Union may have significant political and financial consequences for
global markets. These consequences include greater market volatility and illiquidity, currency fluctuations, deterioration in
economic activity, a decrease in business confidence and an increased likelihood of a recession in such markets. Uncertainty relating
to the United Kingdom’s departure may have adverse effects on asset valuations and the renegotiation of current trade agreements,
as well as an increase in financial regulation in such markets. This may adversely impact Fund performance.
Currency Risk
and Exchange Risk. Because foreign securities generally are denominated and pay dividends or interest in foreign currencies,
the value of the Fund that invests in foreign securities as measured in U.S. dollars will be affected by changes in exchange rates.
Generally, when the U.S. dollar rises in value against a foreign currency, a security denominated in that currency loses value
because the currency is worth fewer U.S. dollars. Conversely, when the U.S. dollar decreases in value against a foreign currency,
a security denominated in that currency gains value because the currency is worth more U.S. dollars. This risk, generally known
as “currency risk,” means that a stronger U.S. dollar will reduce returns for U.S. investors while a weak U.S. dollar
will increase those returns. Moreover, transaction costs are incurred in connection with conversions between currencies.
Linked Notes.
The Fund may invest in debt exchangeable for common stock, debt, currency or equity-linked notes and similar linked securities
(e.g., zero-strike warrants) (“LNs”), which are derivative securities, typically issued by a financial institution
or special purpose entity, the performance of which depends on the performance of a corresponding foreign security or index. Upon
redemption or maturity, the principal amount or redemption amount is payable based on the price level of the linked security or
index at the time of redemption or maturity, or is exchanged for corresponding shares of common stock. LNs are generally subject
to the same risks as direct holdings of securities of foreign issuers and non-dollar securities, including currency risk and the
risk that the amount payable at maturity or redemption will be less than the principal amount of a note because the price of the
linked security or index has declined. LNs are also subject to counterparty risk, which is the risk that the company issuing the
LN may fail to pay the full amount due at maturity or redemption. The Fund may also have difficulty disposing of LNs because there
may be restrictions on redemptions and there may be no market or only a thin trading market in such securities.
Settlement
Risk. Settlement and clearance procedures in certain foreign markets differ significantly from those in the United States.
Foreign settlement procedures and trade regulations may involve certain risks (such as delays in payment for or delivery of securities)
not typically generated in the settlement of U.S. investments. Settlements in certain foreign countries at times have not kept
pace with the number of securities transactions being undertaken; these problems may make it difficult for the Fund to carry out
transactions. If the Fund cannot settle or is delayed in settling a purchase of securities, it may miss attractive investment opportunities
and certain of its assets may remain uninvested with no return earned thereon for some period. There may also be the danger that,
because of uncertainties in the operation of settlement systems in individual markets, competing claims may arise in respect of
securities held by or to be transferred to the Fund. Further, compensation schemes may be non-existent, limited or inadequate to
meet the Fund’s claims in any of these events. In connection with any of these events, and other similar circumstances, the
Fund may experience losses because of failures of or defects in settlement systems.
There are additional and magnified risks
involved with investments in emerging or developing markets, which may exhibit greater price volatility and risk of principal,
have less liquidity and have settlement arrangements that are less efficient than in developed markets. In addition, the economies
of emerging market countries generally are heavily dependent on international trade and, accordingly, have been and may continue
to be adversely affected by trade barriers, managed adjustments in relative currency values and other protectionist measures imposed
or negotiated by the countries with which they trade. Emerging market economies also have been and may continue to be adversely
affected by economic conditions in the countries with which they trade. See “Investments in Emerging Market Securities”
below.
Government
Intervention in Financial Markets. From time to time, governments – including the U.S. Government - may take
actions that directly affect the financial markets. During the 2008 global financial crisis, for example, instability in the financial
markets led the U.S. Government to take a number of unprecedented actions designed to support certain financial institutions and
segments of the financial markets that experienced extreme volatility and, in some cases, a lack of liquidity. Federal, state,
and other governments, their regulatory agencies or self-regulatory organizations may in the future take actions that affect the
regulation of the instruments in which the Fund invests, or the issuers of such instruments, in ways that are unforeseeable. Legislation
or regulation may also change the way in which the Fund itself is regulated. In particular, the Dodd-Frank Wall Street Reform and
Consumer Protection Act (“Dodd-Frank Act”) provides for widespread regulation of financial institutions, consumer financial
products and services, broker-dealers, over-the-counter derivatives, investment advisers, credit rating agencies and mortgage lending,
which expands federal oversight in the financial sector and may affect the investment management industry as a whole. The Dodd-Frank
Act leaves many issues to be resolved by regulatory studies and rulemakings, and in some cases further remedial legislation, by
deferring their resolution to a future date. This legislation, as well as additional legislation and regulatory changes that may
be enacted in the future, could change the fund industry as a whole and limit or preclude the Fund’s ability to achieve its
investment objective.
Governments or their agencies may also
acquire distressed assets from financial institutions and acquire ownership interests in those institutions. The implications of
government ownership and disposition of these assets are unclear, and such programs may have positive or negative effects on the
liquidity, valuation and performance of the Fund’s portfolio holdings. Furthermore, volatile financial markets can expose
the Fund to greater market and liquidity risk and potential difficulty in valuing portfolio instruments held by the Fund. The Fund
has established procedures to assess the liquidity of portfolio holdings and to value instruments for which market prices may not
be readily available. HFMC and the sub-adviser will monitor developments and seek to manage the Fund in a manner consistent with
achieving the Fund’s investment objective, but there can be no assurance that they will be successful in doing so.
HIGH YIELD INVESTMENTS (“JUNK
BONDS”). Any security or loan with a long-term credit rating of “Ba” or lower by Moody’s Investors
Service, Inc. (“Moody’s”), “BB” or lower by Standard and Poor’s Corporation (“S&P”)
or “BB” or lower by Fitch, Inc. (“Fitch”), as well as any security or loan that is unrated but determined
by the sub-adviser to be of comparable quality, is below investment grade.
Securities and bank loans rated below investment
grade are commonly referred to as “high yield-high risk debt securities,” “junk bonds,” “leveraged
loans” or “emerging market debt,” as the case may be. Each rating category has within it different gradations
or sub-categories. For instance the “Ba” rating for Moody’s includes “Ba3”, “Ba2” and
“Ba1”. Likewise the S&P and Fitch rating category of “BB” includes “BB+”, “BB”
and “BB-”. If the Fund is authorized to invest in a certain rating category, the Fund is also permitted to invest in
any of the sub-categories or gradations within that rating category. Descriptions of the debt securities and bank loans ratings
system, including the speculative characteristics attributable to each ratings category, are set forth in Appendix A to this SAI.
Although junk bonds generally pay higher
rates of interest than investment grade bonds, junk bonds are high risk investments that may cause income and principal losses
for the Fund. Junk bonds may be issued by less creditworthy issuers. Issuers of junk bonds may have a larger amount of outstanding
debt relative to their assets than issuers of investment grade bonds. In the event of an issuer’s bankruptcy, claims of other
creditors may have priority over the claims of junk bond holders, leaving few or no assets available to repay junk bond holders.
Junk bonds are also subject to extreme price fluctuations. Adverse changes in an issuer’s industry and general economic conditions
may have a greater impact on the prices of junk bonds than on other higher rated fixed income securities. Further, issuers of junk
bonds may be unable to meet their interest or principal payment obligations because of an economic downturn, specific issuer developments
or the unavailability of additional financing.
In addition, junk bonds frequently have
redemption features that permit an issuer to repurchase the security before it matures. If an issuer redeems junk bonds owned by
the Fund, the Fund may have to invest the proceeds in bonds with lower yields and may lose income. Junk bonds may also be less
liquid than higher rated fixed income securities, even under normal economic conditions. Moreover, there are relatively few dealers
in the junk bond market, and there may be significant differences among these dealers’ price quotes. Because they are less
liquid, judgment may play a greater role in valuing these securities than is the case with securities that trade in a more liquid
market.
The Fund may incur expenses to the extent
necessary to seek recovery upon default or to negotiate new terms with a defaulting issuer. The credit rating of a junk bond does
not necessarily take into account its market value risk. Ratings and market value may change from time to time, positively or negatively,
to reflect new developments regarding the issuer. These securities and bank loans generally entail greater risk (including the
possibility of default or bankruptcy of the issuer), involve greater volatility of price and risk to principal and income and may
be less liquid than securities and bank loans in higher rating categories. Securities and bank loans in the highest category below
investment grade are considered to be of poor standing and predominantly speculative with respect to the issuer’s capacity
to pay interest and repay principal in accordance with the terms of the obligations. As such, these investments often have reduced
values that, in turn, negatively impact the value of the Fund’s shares. If a security or bank loan is downgraded to a rating
category that does not qualify for investment, the sub-adviser will use its discretion on whether to hold or sell based upon its
opinion on the best method to maximize value for shareholders over the long term.
Distressed
Securities. The Fund may invest in debt securities issued by companies that are involved in reorganizations, financial
restructurings or bankruptcy. Investments in such distressed securities are speculative and involve substantial risks in addition
to the risks of investing in junk bonds. The Fund will generally not receive interest payments
on the distressed securities and may incur costs to protect its investment. In addition, distressed securities involve the substantial
risk that principal will not be repaid. These securities may present a substantial risk of default or may be in default at the
time of investment. The Fund may incur
additional expenses to the extent it is required
to seek recovery upon a default in the payment of principal of or interest on its portfolio holdings. In any reorganization or
liquidation proceeding relating to a portfolio company, the Fund may lose its entire investment
or may be required to accept cash or securities, including equity securities, with a value less than its original investment. Distressed
securities and any securities received in an exchange for such securities may be subject to restrictions on resale, and sales may
be possible only at substantial discounts. Distressed securities and any securities received in exchange for such securities may
also be difficult to value and/or liquidate.
ILLIQUID INVESTMENTS.
An illiquid investment for the Fund means an investment that the Fund reasonably expects cannot be sold or disposed of in current
market conditions within seven calendar days without the sale or disposition significantly changing the market value of the investment,
as determined by the Fund’s liquidity risk management program. The Fund may not be able to sell illiquid securities or other
investments when the sub-adviser considers it desirable to do so or may have to sell such securities or other investments at a
price that is lower than the price that could be obtained if the securities or other investments were more liquid. Illiquid investments
also may be more difficult to value due to the lack of reliable market quotations for such securities or investments, and investments
in them may have an adverse impact on the Fund’s net asset value.
Securities and other investments purchased
by the Fund that are liquid at the time of purchase may subsequently become illiquid due to events relating to the issuer of the
security, market events, economic conditions or investor perceptions. Domestic and foreign markets are becoming more and more complex
and interrelated such that events in one sector of the market or the economy, or in one geographical region, can reverberate and
have negative consequences for other market, economic or regional sectors in a manner that may not be reasonably foreseen. With
respect to OTC securities, the continued viability of any OTC secondary market depends on the continued willingness of dealers
and other participants to purchase the securities.
If one or more instruments in the Fund’s
portfolio become illiquid, the Fund may exceed its limit on illiquid instruments. If this occurs, the Fund must take steps to bring
the aggregate amount of illiquid instruments back within the prescribed limitations as soon as reasonably practicable. However,
this requirement will not force the Fund to liquidate any portfolio instrument where the Fund would suffer a loss on the sale of
that instrument.
INFLATION PROTECTED DEBT SECURITIES.
The Fund may invest in inflation-protected debt securities, which are fixed income securities whose principal value is periodically
adjusted according to the rate of inflation. Two structures are common. The U.S. Treasury and some other issuers use a structure
that accrues inflation into the principal value of the security. Most other issuers pay out the inflation accruals as part of a
semiannual coupon.
The value
of inflation protected securities generally fluctuates in response to changes in real interest rates (stated interest rates
adjusted to factor in inflation). In general, the price of an inflation-indexed security
decreases when real interest rates increase, and increases when real interest rates decrease.
Interest
payments on inflation protected debt securities will fluctuate as the principal and/or interest is adjusted for inflation and can
be unpredictable. The U.S. Treasury only began issuing Treasury inflation-protection securities ("TIPS") in 1997, and
corporations began issuing corporate inflation protected securities (“CIPS”) even more recently. As a result, the market
for such securities may be less developed or liquid, and more volatile, than certain other securities markets. There can
be no assurance that the inflation index used in these securities (i.e., the CPI) will accurately measure the real rate
of inflation. Any increase in the principal amount of an inflation-indexed bond will be considered taxable ordinary income for
the amount of the increase in the calendar year, even though the Fund will not receive its
principal until maturity. Although corporate inflation protected securities with different maturities
may be issued in the future, the U.S. Treasury currently issues TIPS in five-year, ten-year and twenty-year maturities, and CIPS
are currently issued in five-year, seven-year and ten-year maturities. Repayment of the original security principal upon maturity
(as adjusted for inflation) is generally guaranteed in the case of TIPS, even during a period of deflation. However, the current
market value of the securities is not guaranteed and will fluctuate. Other inflation related securities, such as CIPS, may not
provide a similar guarantee. If a guarantee of principal is not provided, the adjusted principal value of the security repaid at
maturity may be less than the original principal.
While these securities are expected to
be protected from long-term inflationary trends, short-term increases in inflation may lead to declines in value. If interest rates
rise due to reasons other than inflation (for example, due to changes in currency exchange rates), investors in these securities
may not be protected to the extent that the increase is not reflected in the security’s inflation measure.
The periodic adjustment of U.S. inflation-protected
debt securities is tied to the Consumer Price Index for Urban Consumers (“CPI-U”), which is calculated monthly by the
U.S. Bureau of Labor Statistics. The CPI-U is an index of changes in the cost of living, made up of components such as housing,
food, transportation and energy. Inflation-protected debt securities issued by a foreign government are generally adjusted to reflect
a comparable inflation index calculated by that government. There can be no assurance that the CPI-U or any foreign inflation index
will accurately measure the real rate of inflation in the prices of goods and services. Moreover, there can be no assurance that
the rate of inflation in a foreign country will be correlated to the rate of inflation in the United States.
Any increase in the principal amount of
an inflation-protected debt security will be considered taxable ordinary income, even though investors do not receive their principal
until maturity.
INITIAL
PUBLIC OFFERINGS. The prices of securities purchased in initial public offerings (“IPOs”) can be very volatile
and/or decline shortly after the IPO. Securities issued in IPOs have no trading history, and information about the issuing companies
may be available for only very limited periods. Some of the companies involved in new industries may be regarded as developmental
stage companies,
without revenues or operating income, or the near-term prospects of them. Many IPOs are by small- or micro-cap
companies that are undercapitalized. The effect of IPOs on the Fund’s performance depends
on a variety of factors, including the number of IPOs the Fund invests in relative to the size of the Fund and whether and to what
extent a security purchased in an IPO appreciates and depreciates in value. Although investments in IPOs have the potential
to produce substantial gains in a short period of time, there is no assurance that the Fund
will have access to profitable IPOs, that any particular IPO will be successful, or that any gains will be sustainable. Investors
should not rely on past gains attributable to IPOs as an indication of future performance.
INTEREST RATE RISK. Interest
rate risk is the risk that an investment held by the Fund may go down in value when interest rates rise because when interest
rates rise, the prices of bonds and fixed rate loans fall. Generally, the longer the maturity of a bond or fixed rate loan, the
more sensitive it is to this risk. For this reason, the longer the Fund’s average weighted portfolio maturity, the greater
the impact a change in interest rates will have on its share price. A variety of factors can cause interest rates to rise, including
central bank monetary policies and inflation rates. Falling interest rates may also lead to a decline in the Fund’s income.
Interest rates in the United States are near historic lows. This may increase the Fund’s exposure to risks associated with
rising rates, which may be particularly relevant for the Fund under current economic conditions in which interest rates remain
near historic lows. To the extent the Federal Reserve Board (the “Fed”) raises interest rates, there is a risk that
interest rates across the U.S. financial system may rise. Actions taken by the Fed or foreign central banks to stimulate or stabilize
economic growth, such as decreases or increases in short-term interest rates, may adversely affect markets, which could, in turn,
negatively impact Fund performance. Moreover, rising interest rates may lead to decreased liquidity in the bond markets, making
it more difficult for the Fund to value or sell some or all of its bond holdings at any given time. A rise in interest rates could
also cause investors to rapidly move out of fixed-income securities, which may increase redemptions in the Fund and subject the
Fund to increased liquidity risk. A substantial increase in interest rates may also have an adverse impact on the liquidity of
one or more portfolio securities, especially those with longer maturities.
INTERFUND LENDING PROGRAM.
The Fund has received exemptive relief from the SEC, which permits the Fund to participate in an interfund lending program. The
interfund lending program allows the participating Funds to borrow money from and loan money to each other for temporary or emergency
purposes. All interfund loans would consist only of uninvested cash reserves that the lending Fund otherwise would invest in short-term
repurchase agreements or other short-term instruments. The Fund may participate in the interfund
lending program only to the extent that such participation is consistent with the Fund’s investment objectives, restrictions,
policies, and limitations.
The program is subject to a number of conditions
designed to ensure fair and equitable treatment of all participating Funds, including the following: (1) no Fund may borrow
money through the program unless it receives a more favorable interest rate than a rate approximating the lowest interest rate
at which bank loans would be available to any of the participating Funds under a loan agreement; and (2) no Fund may lend
money through the program unless it receives a more favorable return than that available from an investment in repurchase agreements.
Interfund loans and borrowings have a maximum duration of seven days, and loans may be called on one business day’s notice.
If the Fund has outstanding bank borrowings, any interfund loan to the Fund would: (a) be
at an interest rate equal to or lower than that of any outstanding bank loan, (b) be secured at least on an equal priority
basis with at least an equivalent percentage of collateral to loan value as any outstanding bank loan that requires collateral,
(c) have a maturity no longer than any outstanding bank loan (and in any event not over seven days), and (d) provide
that, if an event of default occurs under any agreement evidencing an outstanding bank loan to the Fund, that event of default
will automatically (without need for action or notice by the lending Fund) constitute an immediate event of default under the interfund
lending agreement, entitling the lending Fund to call the interfund loan (and exercise all rights with respect to any collateral),
and cause such call to be made if the lending bank exercises its right to call its loan under its agreement with the borrowing
Fund.
The
Fund may borrow on an unsecured basis through the interfund lending program only if its outstanding borrowings from all sources
immediately after the borrowing total 10% or less of its total assets, provided that if the Fund has a secured loan outstanding
from any other lender, including but not limited to another Fund, the Fund’s borrowing will be secured on at least an equal
priority basis with at least an equivalent percentage of collateral to loan value as any outstanding loan that requires collateral.
If a borrowing Fund’s total outstanding borrowings immediately after an interfund loan under the interfund lending program
exceed 10% of its total assets, the Fund may borrow through the interfund lending program on a secured basis only. The
Fund may not borrow under the interfund lending program or from any other source if its total outstanding borrowings immediately
after the borrowing would be more than 33 1/3% of its total assets or any lower threshold provided for by the Fund’s investment
restrictions.
No Fund may lend to another Fund through
the interfund lending program if the loan would cause the lending Fund’s aggregate outstanding loans through the interfund
lending program to exceed 15% of its current net assets at the time of the loan. The Fund’s interfund loans to any one fund
shall not exceed 5% of the lending Fund’s net assets.
Funds
participating in the interfund lending program are subject to certain risks. The Fund borrowing through the program may have to
borrow from a bank at a higher interest rate if an interfund loan is called or not renewed. Any delay in repayment to a lending
Fund could result in a lost investment opportunity or additional costs. As of the date of this SAI, the Fund does not engage in
interfund lending.
INVERSE
FLOATING RATE SECURITIES. Inverse floating rate securities, also called inverse floaters or residual interest bonds, are
variable-rate securities whose coupon changes in a direction opposite from that of a specified interest rate. Generally, income
on inverse floaters decreases when interest rates rise and increases when interest rates fall. Inverse floaters may be subject
to leverage
risk and counterparty risk. These risks are greater for inverse floaters that are structured as tender option bonds
(“TOBs”). Inverse floaters can have the effect of providing a degree of investment
leverage because they may increase or decrease in value in response to changes (e.g., changes in market interest rates)
at a rate that is a multiple of the rate at which fixed-rate securities increase or decrease in response to the same changes. Therefore,
the market values of such securities are generally more volatile than the market values of fixed-rate securities (especially during
periods when interest rates are fluctuating). The Fund could lose money and its net asset value could decline if movements in interest
rates are incorrectly anticipated. Moreover, the markets for this type of security may be less developed and less liquid than the
markets for traditional municipal securities. Investments in inverse floaters in the form of TOBs are also subject to risks
related to the termination of the trust that issues the TOB, which could expose the Fund
to losses associated with such termination.
The Fund may invest in municipal inverse
floaters, which are a type of inverse floater in which a municipal bond is deposited with a special purpose vehicle (“SPV”),
which issues, in return, the municipal inverse floater (which is comprised of a residual interest in the cash flows and assets
of the SPV) plus proceeds from the issuance by the SPV of floating rate certificates to third parties. This type of municipal
inverse floater generally includes the right to “unwind” the transaction by (1) causing the holders of the floating
rate certificates to tender their certificates at par and (2) returning the municipal inverse floater to the SPV in exchange for
the original municipal bond. If the holder of the inverse floater exercises this right, it would pay the par amount due on the
floating rate certificates and exchange the municipal inverse floater for the underlying municipal bond. The SPV may also be terminated
for other reasons (as defined in its operative documents), such as a downgrade in the credit rating of the underlying municipal
bond, a payment failure by or the bankruptcy of the issuer of the underlying municipal bond, the inability to remarket floating
rate certificates or the SPV’s failure to obtain renewal of the liquidity agreement relating to the floating rate certificates.
In the event of such a termination, an investor, such as the Fund, shall have the option but not the obligation to effect the
economic equivalent of an “unwind” of the transaction. The holder of a municipal inverse floater generally bears all
of the investment risk associated with the underlying bond.
Inverse floating rate securities are subject
to the risks inherent in derivative instruments. See “Derivative Instruments” herein.
INVESTMENT GRADE SECURITIES.
The Fund is permitted to invest in debt securities rated within the four highest rating categories (e.g., “Aaa”,
“Aa”, “A” or “Baa” by Moody’s, “AAA”, “AA”, “A” or
“BBB” by S&P or “AAA”, “AA”, “A” or “BBB” by Fitch) (or, if unrated,
securities of comparable quality as determined by the sub-adviser) (see Appendix A to this SAI for a description of applicable
securities ratings). These investments are generally referred to as “investment grade investments.” Each rating category
has within it different gradations or sub-categories. If the Fund is authorized to invest in a certain rating category, the Fund
is also permitted to invest in any of the sub-categories or gradations within that rating category. If a security is downgraded
to a rating category that does not qualify for investment, the sub-adviser will use its discretion on whether to hold or sell based
upon its opinion on the best method to maximize value for shareholders over the long term. Debt securities carrying the fourth
highest rating (e.g., “Baa” by Moody’s, “BBB” by S&P and “BBB” by Fitch) and
unrated securities of comparable quality (as determined by the sub-adviser) are considered to have speculative characteristics
with respect to the issuer’s continuing ability to meet principal and interest payments, involve a higher degree of risk
and are more sensitive to economic change than higher rated securities.
INVESTMENTS IN EMERGING MARKET SECURITIES.
The Fund may invest in securities of issuers that conduct their principal business activities in, or whose securities are traded
principally on exchanges located in, less developed countries considered to be “emerging markets.” Unless otherwise
stated in the Fund’s investment strategy, emerging markets are those markets (1) included in emerging market or equivalent
classifications by the United Nations (and its agencies); (2) having per capita income in the low to middle ranges, as determined
by the World Bank; or (3) the Fund’s benchmark index provider designates as emerging. Emerging countries are generally located
in Africa, Asia, the Middle East, Eastern and Central Europe and Central and South America. Investing in emerging market securities
involves not only the risks described above with respect to investing in foreign securities, but also other risks that may be more
severe and pervasive than those present in foreign countries with more developed markets. Emerging markets are riskier than more
developed markets because they tend to develop unevenly and may never fully develop. The value of the Fund’s investments
in emerging markets securities may be adversely affected by changes in the political, economic or social conditions, expropriation,
nationalization, limitation on the removal of funds or assets, controls, tax regulations and other restrictions in emerging market
countries. In the past, governments of such nations have expropriated substantial amounts of private property, and most claims
of the property owners have never been fully settled. There is no assurance that such expropriations will not reoccur. In such
circumstances, it is possible that the Fund could lose the entire amount of its investments in the affected market.
Some countries
have pervasive corruption and crime that may hinder investments. Certain emerging markets may also face other significant internal
or external risks, including the risk of war and ethnic, religious and racial conflicts. The Fund’s emerging market investments
may introduce exposure to economic structures that are generally less diverse and mature than, and to political systems that can
be expected to have less stability than, those of developed countries. Other characteristics of emerging markets that may
affect investments include national policies that may restrict investment by foreigners in issuers or industries deemed sensitive
to relevant national interests and the absence of developed legal structures governing private and foreign investments and private
property. Settlements of trades in emerging markets may be subject to significant delays. The inability to make intended
purchases of securities due to settlement problems could cause missed investment opportunities. Losses could also be caused by
an inability to dispose of portfolio securities due to settlement problems. Also, the typically
small size of the markets for securities of issuers located in emerging markets and the possibility of a low or nonexistent volume
of trading in those securities may result in lack of liquidity and price volatility of those securities. In addition, traditional
measures of investment value used in the United States, such as price to earnings ratios, may not apply to certain small markets.
Also, there may be less publicly available information about issuers in emerging markets than would be available about issuers
in more developed capital markets, and such issuers may not be
subject to accounting, auditing and financial reporting standards
and requirements comparable to those to which U.S. companies are subject. In addition to withholding taxes on investment income,
some countries with emerging markets may impose differential capital gains taxes on foreign investors.
The risks outlined above are often more
pronounced in “frontier markets” in which the Fund may invest. Frontier markets are
those emerging markets that are considered to be among the smallest, least mature and least liquid, and as a result, the risks
of investing in emerging markets are magnified in frontier markets. This magnification of risks is the result of a number of factors,
including: government ownership or control of parts of the private sector and of certain companies; trade barriers; exchange controls,
managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which
frontier market countries trade; less uniformity in accounting and reporting requirements; unreliable securities valuation; greater
risk associated with custody of securities; and the relatively new and unsettled securities laws in many frontier market countries.
In addition, the markets of frontier countries typically have low trading volumes, leading to a greater potential for extreme price
volatility and illiquidity. This volatility may be further increased by the actions of a few major investors. For example, a substantial
increase or decrease in cash flows of mutual funds investing in these markets could significantly affect local securities prices
and, therefore, the net asset value of the Fund. All of these factors make investing in frontier market countries significantly
riskier than investing in other countries, including more developed and traditional emerging market countries, and any one of them
could cause the net asset value of the Fund’s shares to decline.
In addition to the risks of foreign investing
and the risks of investing in emerging or frontier markets, investments in certain countries with recently developed markets and
structures, such as Nigeria, Croatia and Russia, implicate certain specific risks. Because of the recent formation of these securities
markets and the underdeveloped state of these countries’ banking systems, settlement, clearing and registration of securities
transactions are subject to significant risks. Share ownership is often defined and evidenced by extracts from entries in a company’s
share register, but such extracts are neither negotiable instruments nor effective evidence of securities ownership. Further, the
registrars in these countries are not necessarily subject to effective state supervision or licensed by any governmental entity,
there is no central registration system for shareholders and it is possible for the Fund to lose its entire ownership rights through
fraud, negligence or mere oversight. In addition, while applicable regulations may impose liability on registrars for losses resulting
from their errors, it may be difficult for the Fund to enforce any rights it may have against the registrar or issuer of the securities
in the event of loss of share registration. In Croatia, these risks are limited to investments in securities that are not traded
on the national stock exchange. However, in other countries, including Nigeria and Russia, all securities investments are subject
to these risks.
Risks of Investments in Russia.
The Fund may invest a portion of its assets in securities issued by companies located in Russia. Because of the recent formation
of the Russian securities markets as well as the underdeveloped state of Russia’s banking system, settlement, clearing and
registration of securities transactions are subject to significant risks. Ownership of shares is defined according to entries in
the company’s share register and normally evidenced by extracts from the register. These extracts are not negotiable instruments
and are not effective evidence of securities ownership. The registrars are not necessarily subject to effective state supervision
nor are they licensed with any governmental entity. Also, there is no central registration system for shareholders and it is possible
for the Fund to lose its registration through fraud, negligence or mere oversight. While the Fund will endeavor to ensure that
its interest continues to be appropriately recorded either itself or through a custodian or other agent inspecting the share register
and by obtaining extracts of share registers through regular confirmations, these extracts have no legal enforceability and it
is possible that subsequent illegal amendment or other fraudulent act may deprive the Fund of its ownership rights or improperly
dilute its interest. In addition, while applicable Russian regulations impose liability on registrars for losses resulting from
their errors, it may be difficult for the Fund to enforce any rights it may have against the registrar or issuer of the securities
in the event of loss of share registration. To the extent that the Fund invests in Russian securities, the Fund intends to invest
directly in Russian companies that use an independent registrar. There can be no assurance that such investments will not result
in a loss to the Fund.
Certain of the companies in which the Fund
may invest may operate in, or have dealings with, countries subject to sanctions or embargos imposed by the U.S. government, foreign
governments, or the United Nations or other international organizations. In particular, as a result of recent events involving
Ukraine and Russia, the United States and other countries have imposed economic sanctions on certain Russian individuals and a
financial institution. The United States or other countries could also institute broader sanctions on Russia. These sanctions,
or even the threat of further sanctions, may result in the decline of the value and liquidity of Russian securities, a weakening
of the ruble or other adverse consequences to the Russian economy. These sanctions could also result in the immediate freeze of
Russian securities, impairing the ability of the Fund to buy, sell, receive or deliver those securities. Sanctions could also result
in Russia taking counter measures or retaliatory actions which may further impair the value and liquidity of Russian securities.
These sanctions, could also impair the Fund’s ability to meet its investment objective. For example, the Fund may be prohibited
from investing in securities issued by companies subject to such sanctions. In addition, the sanctions may require the Fund to
freeze its existing investments in companies operating in or having dealings with sanctioned countries, prohibiting the Fund from
selling or otherwise transacting in these investments. This could impact the Fund’s ability to sell securities or other financial
instruments as needed to meet redemptions. The Fund could seek to suspend redemptions in the event that an emergency exists in
which it is not reasonably practicable for the Fund to dispose of its securities or to determine the value of its net assets.
LIQUIDATION OF FUNDS. The
Board may determine to close and liquidate the Fund at any time. In the event of the liquidation of the Fund, shareholders will
receive a liquidating distribution in cash or in-kind equal to their proportionate interest in the Fund. A
liquidating distribution
may be a taxable event for shareholders who do not hold their shares in a tax deferred account and, depending on a shareholder’s
basis in his or her Fund shares, may result in the recognition of a gain or loss for tax purposes.
LOANS AND LOAN PARTICIPATIONS.
Commercial banks and other financial institutions or institutional investors make corporate loans to companies that need
capital to grow or restructure. Borrowers generally pay interest on corporate loans at rates that change in response to changes
in market interest rates such as LIBOR or the prime rates of U.S. banks. As a result, the value of corporate loan investments
is generally less exposed to the adverse effects of shifts in market interest rates than investments that pay a fixed rate of
interest. However, because the trading market for certain corporate loans may be less developed than the secondary market for
bonds and notes, the Fund may experience difficulties in selling its corporate loans. The Fund may make certain corporate loan
investments as part of a broader group of lenders (together often referred to as a “syndicate”) that is represented
by a leading financial institution (or agent bank). The syndicate’s agent arranges the corporate loans, holds collateral
and accepts payments of principal and interest. If the agent develops financial problems or is terminated, the Fund may not recover
its investment or recovery may be delayed. Corporate loans may be denominated in currencies other than U.S. dollars and are subject
to the credit risk of nonpayment of principal or interest. Further, substantial increases in interest rates may cause an increase
in loan defaults. Although the loans will generally be fully collateralized at the time of acquisition, the collateral may decline
in value, be relatively illiquid or lose all or substantially all of its value subsequent to investment. If a borrower files for
protection from its creditors under the U.S. bankruptcy laws, these laws may limit the Fund’s rights to the collateral.
In addition, the value of collateral may erode during a bankruptcy case. In the event of a bankruptcy, the holder of a corporate
loan may not recover its principal, may experience a long delay in recovering its investment and may not receive interest during
the delay.
The Fund may also invest in second lien
loans (secured loans with a claim on collateral subordinate to a senior lender’s claim on such collateral) and unsecured
loans. Holders’ claims under unsecured loans are subordinated to claims of creditors holding secured indebtedness and possibly
other classes of creditors holding unsecured debt. Unsecured loans have a greater risk of default than secured loans, particularly
during periods of deteriorating economic conditions. Also, since they do not afford the lender recourse to collateral, unsecured
loans are subject to greater risk of nonpayment in the event of default than secured loans. Many such loans are relatively illiquid
and may be difficult to value.
Some bank loans are subject to the risk
that a court, pursuant to fraudulent conveyance or other similar laws, could subordinate the bank loans to presently existing or
future indebtedness of the borrower or take other action detrimental to the holders of the bank loans, including, in certain circumstances,
invalidating such bank loans or causing interest previously paid to be refunded to the borrower. If interest were required to be
refunded, it could negatively affect Fund performance.
Indebtedness of companies whose creditworthiness
is poor involves substantially greater risks and may be highly speculative. Some companies may never pay off their indebtedness
or pay only a small fraction of the amount owed. Consequently, when investing in indebtedness of companies with poor credit, the
Fund bears a substantial risk of losing the entire amount invested.
Investments in bank loans through a direct
assignment of the financial institution’s interest with respect to the bank loan may involve additional risks. For example,
if a secured bank loan is foreclosed, the Fund could become part owner of any collateral, and would bear the costs and liabilities
associated with owning and disposing of the collateral. In addition, it is conceivable that under emerging legal theories of lender
liability, the Fund could be held liable as a co-lender.
Bank loans may be structured to include
both term loans, which are generally fully funded at the time of investment, and revolving credit facilities, which would require
the Fund to make additional investments in the bank loans as required under the terms of the credit facility at the borrower’s
demand.
A financial institution’s employment
as agent bank may be terminated in the event that it fails to observe a requisite standard of care or becomes insolvent. A successor
agent bank would generally be appointed to replace the terminated agent bank, and assets held by the agent bank under the loan
agreement would remain available to the holders of such indebtedness. However, if assets held by the agent bank for the benefit
of the Fund were determined to be subject to the claims of the agent bank’s general creditors, the Fund may incur certain
costs and delays in realizing payments on a bank loan or loan participation and could suffer a loss of principal and/or interest.
LIBOR Risk.
According to various reports, certain financial institutions, commencing as early as 2005 and throughout the global financial crisis,
routinely made artificially low submissions in the LIBOR rate setting process. Since the LIBOR scandal came to light, several financial
institutions have been fined significant amounts by various financial regulators in connection with allegations of manipulation
of LIBOR rates. Other financial institutions in various countries have been or are being investigated for similar actions. These
developments may have adversely affected the interest rates on securities whose interest payments were determined by reference
to LIBOR. Any future similar developments could, in turn, reduce the value of such securities owned by the Fund.
On July
27, 2017, the head of the United Kingdom’s (“UK”) Financial Conduct Authority announced a desire to phase out
the use of LIBOR by the end of 2021. There remains uncertainty regarding the future use of LIBOR and the nature of any replacement
rate. As such, the potential effect of a transition away from LIBOR on the Fund or the debt securities or other instruments based
on or referencing LIBOR in which the Fund invests cannot yet be determined. The transition process might lead to increased volatility
and illiquidity in markets that currently rely on LIBOR to determine interest rates. It could also lead to a reduction in the value
of some LIBOR-based investments held by the Fund and reduce the effectiveness of new hedges placed against existing LIBOR-based
instruments. Among other negative consequences, the transition away from LIBOR could:
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Adversely impact the pricing, liquidity, value of, return on and trading for a broad array of financial
products, including any LIBOR-linked securities, loans and derivatives in which the Fund
may invest;
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Require extensive negotiations of and/or amendments to agreements and other documentation governing
LIBOR-linked investments products;
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Lead
to disputes, litigation or other actions with counterparties or portfolio companies regarding
the interpretation and enforceability of “fall back” provisions that provide
for an alternative reference rate in the event of LIBOR’s unavailability; and/or
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Cause the Fund to incur additional costs in relation to
any of the above factors.
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The risks associated with the above factors
are heightened with respect to investments in LIBOR-based products that do not include a fall back provision that addresses how
interest rates will be determined if LIBOR stops being published. Other important factors include the pace of the transition, the
specific terms of alternative reference rates accepted in the market, the depth of the market for investments based on alternative
reference rates, and the Investment Manager’s and/or sub-adviser’s ability to develop appropriate investment and compliance
systems capable of addressing alternative reference rates.
Floating Rate
Loans. The Fund may invest in interests in floating rate loans (often referred to as “floaters”). Senior floating
rate loans hold the most senior position in the capital structure of a business entity (the “Borrower”), are typically
secured by specific collateral and have a claim on the assets and/or stock of the Borrower that is senior to that held by subordinated
debtholders and stockholders of the Borrower. The Fund may also invest in second lien loans (secured loans with a claim on collateral
subordinate to a senior lender’s claim on such collateral) and unsecured loans. The Fund may also invest in companies whose
financial condition is uncertain and that may be involved in bankruptcy proceedings, reorganizations or financial restructurings.
Floating rate loans typically have rates of interest that are reset or redetermined daily, monthly, quarterly or semi-annually
by reference to a base lending rate, plus a spread. The base lending rates are primarily the LIBOR, and secondarily the prime rate
offered by one or more major United States banks (the “Prime Rate”) and the certificate of deposit (“CD”)
rate or other base lending rates used by commercial lenders. Floating rate loans are typically structured and administered by a
financial institution that acts as the agent of the lenders participating in the floating rate loan. Floating rate loans may be
acquired directly through the agent, as an assignment from another lender who holds a direct interest in the floating rate loan
or as a participation interest in another lender’s portion of the floating rate loan.
The value of the collateral securing a
floating rate loan can decline, be insufficient to meet the obligations of the borrower or be difficult to liquidate. As a result,
a floating rate loan may not be fully collateralized and can decline significantly in value. Floating rate loans generally are
subject to legal or contractual restrictions on resale. The liquidity of floating rate loans, including the volume and frequency
of secondary market trading in such loans, varies significantly over time and among individual floating rate loans. For example,
if the credit quality of a floating rate loan unexpectedly declines significantly, secondary market trading in that floating rate
loan can also decline for a period of time. During periods of infrequent trading, valuing a floating rate loan can be more difficult,
and buying and selling a floating rate loan at an acceptable price can be more difficult and delayed. Difficulty in selling a floating
rate loan can result in a loss and can hinder the Fund’s ability to meet redemption requests to the extent they are effected
on a cash basis.
Many loans in which the Fund may invest
may not be rated by a rating agency, and many, if not all, loans will not be registered with the SEC or any state securities commission
and will not be listed on any national securities exchange. The amount of public information available with respect to loans will
generally be less extensive than that available for registered or exchange-listed securities. In evaluating the creditworthiness
of Borrowers, the Investment Manager and/or sub-adviser considers, and may rely in part, on analyses performed by others. In the
event that loans are not rated, they are likely to be the equivalent of below investment grade quality. Debt securities that are
rated below-investment-grade and comparable unrated bonds are viewed by the rating agencies as having speculative characteristics
and are commonly known as “junk bonds”. Historically, senior-secured floating rate loans tend to have more favorable
loss recovery rates than more junior types of below-investment-grade debt obligations. The sub-adviser does not view ratings as
the primary factor in its investment decisions and relies more upon its credit analysis abilities than upon ratings.
Loans and other corporate debt obligations
are subject to the risk of non-payment of scheduled interest or principal. Floating rate loans are rated below-investment-grade,
which means that rating agencies view them as more likely to default in payment than investment-grade loans. Such non-payment would
result in a reduction of income to the Fund, a reduction in the value of the investment and a potential decrease in the net asset
value of the Fund. Some floating rate loans are also subject to the risk that a court, pursuant to fraudulent conveyance or other
similar laws, could subordinate such floating rate loans to presently existing or future indebtedness of the Borrower or take other
action detrimental to the holders of floating rate loans including, in certain circumstances, invalidating such floating rate loans
or causing interest previously paid to be refunded to the Borrower. If interest were required to be refunded, it could negatively
affect the Fund’s performance.
Prepayment Risks.
Most floating rate loans and certain debt securities allow for prepayment of principal without penalty. Loans and securities subject
to prepayment risk generally offer less potential for gains when interest rates decline, and may offer a greater potential for
loss when interest rates rise. In addition, with respect to fixed-rate investments, rising interest rates may cause prepayments
to occur at a slower than expected rate, thereby effectively lengthening the maturity of the investment and making the
investment
more sensitive to interest rate changes. Accordingly, the potential for the value of a floating rate loan or security to increase
in response to interest rate declines is limited. Further, loans or debt securities purchased to replace a prepaid loan or debt
security may have lower yields than the yield on the prepaid loan or debt security.
Market Risks.
Significant events, such as turmoil in the financial and credit markets, terrorist events, and other market disruption events,
such as weather or infrastructure disruptions that affect the markets generally, can affect the liquidity of the markets and cause
spreads to widen or interest rates to rise, resulting in a reduction in value of the Fund’s assets. Other economic factors
(such as a large downward movement in security prices, a disparity in supply of and demand for certain loans and securities or
market conditions that reduce liquidity) can also adversely affect the markets for debt obligations. Rating downgrades of holdings
or their issuers will generally reduce the value of such holdings. The Fund is also subject to income risk, which is the potential
for a decline in the Fund’s income due to falling interest rates or market reductions in spread.
Terrorist attacks and related events, including
wars in Iraq and Afghanistan and their aftermath, and the recent rise of the militant group known as the Islamic State of Iraq
and Syria, have led to increased short-term market volatility and may have long-term effects on U.S. and world economies and markets.
A similar disruption of the financial markets, such as the problems in the subprime market, could affect interest rates, auctions,
secondary trading, ratings, credit risk, inflation and other factors relating to investments in floating rate loans. In particular,
junk bonds and floating rate loans tend to be more volatile than higher-rated fixed income securities; as such, these circumstances
and any actions resulting from them may have a greater effect on the prices and volatility of junk bonds and floating rate loans
than on higher-rated fixed income securities. The Fund cannot predict the effects of similar events in the future on the U.S. economy.
Material Non-Public
Information. The Fund may be in possession of material non-public information about a Borrower or issuer as a result
of its ownership of a loan or security of such Borrower or issuer. Because of prohibitions on trading in securities of issuers
while in possession of such information, the Fund may be unable to enter into a transaction in a loan or security of such a Borrower
or issuer when it would otherwise be advantageous to do so.
Regulatory
Risk. To the extent that legislation or federal regulators impose additional requirements or restrictions on the
ability of financial institutions to make loans, particularly in connection with highly leveraged transactions, floating rate loans
for investment may become less available. Any such legislation or regulation could also depress the market values of floating rate
loans. Loan interests may not be considered “securities,” and purchasers, such as the Fund, may, therefore, not be
entitled to rely on the anti-fraud protections of the federal securities laws.
Loan Participations.
A participation interest is a fractional interest in a loan, issued by a lender or other financial institution. The lender selling
the participation interest remains the legal owner of the loan. Where the Fund is a participant in a loan, it does not have any
direct claim on the loan or any rights of set-off against the borrower and may not benefit directly from any collateral supporting
the loan. As a result, the Fund is subject to the credit risk of both the borrower and the lender that is selling the participation.
In the event of the insolvency of the lender selling a participation, the Fund may be treated as a general creditor of the lender
and may not benefit from any set-off between the lender and the borrower.
The lack of a highly liquid secondary market
may have an adverse impact on the ability to dispose of particular loan participations when necessary to meet redemption of the
Fund’s shares to the extent they are effected on a cash basis, to meet the Fund’s liquidity needs or when necessary
in response to a specific economic event, such as deterioration in the creditworthiness of the borrower. The lack of a highly liquid
secondary market for loan participations also may make it more difficult for the Fund to value these investments for purposes of
calculating its net asset value.
Senior Loans.
Senior debt (frequently issued in the form of senior notes or referred to as senior loans) is debt that takes priority over other
unsecured or otherwise more “junior” debt owed by the issuer. Senior debt has greater seniority in the issuer’s
capital structure than subordinated debt. In the event the issuer goes bankrupt, senior debt theoretically must be repaid before
other creditors receive any payment. There is less readily available, reliable information about most senior loans than is the
case for many other types of securities. In addition, there is no minimum rating or other independent evaluation of a borrower
or its securities limiting the Fund’s investments in senior loans, and thus the sub-adviser relies primarily on its own evaluation
of a borrower’s credit quality rather than on any available independent sources. As a result, the Fund that invests in senior
loans is particularly dependent on the analytical abilities of its sub-adviser.
An economic downturn generally leads to
a higher non-payment rate, and a senior loan may lose significant value even before a default occurs. Further, any specific collateral
used to secure a senior loan may decline in value or become illiquid, which would adversely affect a senior loan’s value.
No active trading market may exist for
certain senior loans, which may impair the Fund’s ability to realize full value in the event that it needs to sell a senior
loan and may make it difficult to value senior loans. Adverse market conditions may impair the liquidity of some actively traded
senior loans. To the extent that a secondary market does exist for certain senior loans, the market may be subject to irregular
trading activity, wide bid/ask spreads and extended trade settlement periods.
Although senior loans in which the Fund
may invest generally will be secured by specific collateral, there can be no assurance that liquidation of such collateral would
satisfy the borrower’s obligation in the event of non-payment of scheduled interest or principal or that such collateral
could be readily liquidated. In the event of the bankruptcy of a borrower, the Fund could experience delays or limitations with
respect to its ability to realize the benefits of the collateral securing a senior loan. If the terms of a senior loan do not
require
the borrower to pledge additional collateral in the event of a decline in the value of the already pledged collateral, the Fund
will be exposed to the risk that the value of the collateral will not at all times equal or exceed the amount of the borrowers’
obligations under the senior loans. To the extent that a senior loan is collateralized by stock in the borrower or its subsidiaries,
such stock may lose all of its value in the event of the bankruptcy of the borrower. Uncollateralized senior loans involve a greater
risk of loss. Some senior loans are subject to the risk that a court, pursuant to fraudulent conveyance or other similar laws,
could subordinate the senior loans to presently existing or future indebtedness of the borrower or take other action detrimental
to lenders, including the Fund. Such court action could, under certain circumstances, include the invalidation of senior loans.
If a senior loan is acquired through an
assignment, the Fund may not be able unilaterally to enforce all rights and remedies under the loan and with regard to any associated
collateral. If a senior loan is acquired through a participation, the acquiring Fund generally will have no right to enforce compliance
by the borrower with the terms of the loan agreement, and the Fund may not directly benefit from the collateral supporting the
debt obligation in which it has purchased the participation. As a result, the Fund will be exposed to the credit risk of both the
borrower and the entity selling the participation.
Senior loans in which the Fund may invest
may be rated below investment grade. The risks associated with these senior loans are similar to the risks of below investment
grade securities, although senior loans are typically senior and secured in contrast to other below investment grade securities,
which are often subordinated and unsecured. This higher standing of senior loans has historically resulted in generally higher
recoveries in the event of a corporate reorganization. In addition, because their interest rates are typically adjusted for changes
in short-term interest rates, senior loans generally are subject to less interest rate risk than other below investment grade securities
(which are typically fixed rate).
Unsecured Loans.
The claims of holders of unsecured loans are subordinated to, and thus lower in priority of payment to, claims of creditors holding
secured indebtedness and possibly other classes of creditors holding unsecured debt. Unsecured loans have a greater risk of default
than secured loans, particularly during periods of deteriorating economic conditions. In addition, since they do not afford the
lender recourse to collateral, unsecured loans are subject to greater risk of nonpayment in the event of default than secured loans.
Delayed Settlement.
Compared to securities and to certain other types of financial assets, purchases and sales of senior loans take relatively longer
to settle, partly due to the fact that senior loans require a written assignment agreement and various ancillary documents for
each transfer, and frequently require discretionary consents from both the borrower and the administrative agent. In addition,
recent regulatory changes have increasingly caused dealers to insist on matching their purchases and sales, which can lead to delays
in the Fund's settlement of a purchase or sale of a senior loan in circumstances where the dealer's corresponding transaction with
another party is delayed. Dealers will also sometimes sell senior loans short, and hold their trades open for an indefinite period
while waiting for a price movement or looking for inventory to purchase.
This extended settlement process can (i)
increase the counterparty credit risk borne by the Fund; (ii) leave the Fund unable to timely vote, or otherwise act with respect
to, senior loans it has agreed to purchase; (iii) delay the Fund from realizing the proceeds of a sale of a senior loan; (iv) inhibit
the Fund's ability to re-sell a senior loan that it has agreed to purchase if conditions change (leaving the Fund more exposed
to price fluctuations); (v) prevent the Fund from timely collecting principal and interest payments; and (vi) expose the Fund to
adverse tax or regulatory consequences.
MARKET PRICE RISK. The
NAV of the Fund's shares and the value of your investment may fluctuate. The market prices of the Fund's shares will generally
fluctuate in accordance with changes in NAV, changes in the intraday value of the Fund's holdings, as well as the relative supply
of and demand for the shares on the listing exchange. Although it is expected that the Fund’s shares will remain listed
on an exchange, disruptions to creations and redemptions, the existence of market volatility or lack of an active trading market
for the shares (including through a trading halt), as well as other factors, may result in the shares trading significantly above
(at a premium to) or below (at a discount to) the Fund’s NAV or the intraday value of the Fund’s holdings. During
such periods, you may be unable to sell your shares or may incur significant losses if you sell your shares. There are various
methods by which investors can purchase and sell shares and various orders that may be placed. Investors should consult their
financial intermediary before purchasing or selling shares of the Fund. Neither the Investment Manager nor the sub-adviser can
predict whether the Fund's shares will trade below, at or above their NAV. Price differences may be due, in large part, to the
fact that supply and demand forces at work in the secondary trading market for the Fund's shares will be closely related to, but
not identical to, the same forces influencing the prices of the Fund's holdings trading individually or in the aggregate at any
point in time. Authorized participants may be less willing to create or redeem Fund shares if there is a lack of an active market
for such shares or the Fund’s underlying investments, which may contribute to the Fund’s shares trading at a premium
or discount to NAV. In addition, unlike other types of ETFs, the Fund is not an index fund. The Fund is actively managed and does
not seek to replicate the performance of a specified index. There can be no assurance as to whether and/or the extent to which
the Fund's shares will trade at premiums or discounts to NAV or to the intraday value of the Fund's holdings.
MARKET RISK. Market risk
is the risk that one or more markets in which the Fund invests will go down in value, including the possibility that such markets
will go down sharply and unpredictably. Securities or other investments may decline in value due to factors affecting securities
markets generally or individual issuers. The value of a security or other investment may change in value due to general market
conditions that are not related to a particular issuer, such as real or perceived adverse economic conditions, changes in the
general outlook for revenues or corporate earnings, changes in interest or currency rates or adverse investor sentiment generally.
The value of a security or other investment may also change in value due to factors that affect an individual issuer or a
particular sector or industry. During
a general downturn in the securities or other markets, multiple asset classes may decline in value simultaneously. When markets
perform well, there can be no assurance that securities or other investments held by the Fund will participate in or otherwise
benefit from the advance. Any market disruptions, including those arising out of geopolitical events, pandemics, epidemics or
natural/environmental disasters, could also prevent the Fund from executing advantageous investment decisions in a timely manner.
MASTER LIMITED PARTNERSHIP
(“MLP”) RISK. Equity securities of MLPs are listed and traded on U.S. securities exchanges.
The value of an MLP equity security fluctuates based predominately on the MLP’s financial performance, as well as changes
in overall market conditions. Investments in MLP equity securities involve risks that differ from investments in common stocks,
including risks related to the fact that investors have limited control of and limited rights to vote on matters affecting the
MLP; dilution risks; and risks related to the general partner’s right to require investors to sell their holdings at an undesirable
time or price. Debt securities of MLPs have characteristics similar to debt securities of other types of issuers, and are subject
to the risks applicable to debt securities in general, such as credit risk, interest rate risk, and liquidity risk. Investments
in debt securities of MLPs may not offer the tax characteristics of equity securities of MLPs. To the extent the Fund
invests in debt securities of MLPs that are rated below investment grade, such investments are also subject to the risks in discussed
in “High Yield Investments (‘Junk Bonds’)” above. Investments in MLPs are subject to cash flow risk and
risks related to potential conflicts of interest between the MLP and the MLP’s general partner. Certain MLP securities may
trade in lower volumes due to their smaller capitalizations, and may be subject to more abrupt or erratic price movements and lower
market liquidity. MLP securities are generally considered interest-rate sensitive investments. During periods of interest rate
volatility, these investments may not provide attractive returns. MLPs may be subject to state taxation in certain jurisdictions,
which may reduce the amount of income an MLP pays to its investors. In addition, if the tax treatment of an MLP changes, the
Fund’s after-tax return from its MLP investment would be materially reduced.
MONEY MARKET INSTRUMENTS AND TEMPORARY
INVESTMENT STRATEGIES. The Fund may hold cash and invest in money market instruments at any time. The Fund may invest some
or all of its assets in cash, high quality money market instruments and shares of money market investment companies for temporary
defensive purposes in response to adverse market, economic or political conditions when its sub-adviser, subject to the overall
supervision of HFMC, deems it appropriate.
Money market
instruments include, but are not limited to: (1) banker’s acceptances; (2) obligations of governments (whether U.S. or foreign)
and their agencies and instrumentalities; (3) short-term corporate obligations, including commercial paper, notes, and bonds; (4)
other short-term debt obligations; (5) obligations of U.S. banks, foreign branches of U.S. banks (Eurodollars), U.S. branches and
agencies of foreign banks (Yankee dollars) and foreign branches of foreign banks; (6) asset-backed securities; and (7) repurchase
agreements. The Fund may also invest in affiliated and unaffiliated money market funds that invest in money market instruments,
as permitted by regulations adopted under the 1940 Act. The Fund’s ability to redeem
shares of a money market fund may be affected by recent regulatory changes relating to money market funds that permit the potential
imposition of liquidity fees and redemption gates under certain circumstances.
MORTGAGE-RELATED SECURITIES.
The mortgage-related securities in which the Fund may invest include interests in pools of mortgage loans made by lenders such
as savings and loan institutions, mortgage bankers, commercial banks, various governmental, government-related and private organizations
and others. The Fund may also invest in similar mortgage-related securities that provide funds for multi-family residences or commercial
real estate properties.
Mortgage-related securities are subject
to certain specific risks. Generally, rising interest rates tend to extend the duration of fixed rate mortgage-backed securities,
making them more sensitive to changes in interest rates. As a result, in a period of rising interest rates, if the Fund holds mortgage-backed
securities, it may exhibit additional volatility. This is known as “extension risk.” In addition, adjustable and fixed
rate mortgage-backed securities are subject to “prepayment risk.” When interest rates decline, borrowers may pay off
their mortgages sooner than expected. This can reduce the returns of the Fund because the Fund may have to reinvest that money
at lower prevailing interest rates. Mortgage-related securities are also subject to the risk that the underlying loans may not
be repaid. The value of mortgage-related securities can also be significantly affected by the market’s perception of the
issuers and the creditworthiness of the parties involved.
The yield characteristics of mortgage securities
differ from those of traditional debt securities. Among the major differences are that interest and principal payments are made
more frequently on mortgage securities, usually monthly, and that principal may be prepaid at any time. The risks associated with
prepayment and the rate at which prepayment may occur are influenced by a variety of economic, geographic, demographic, social
and other factors including interest rate levels, changes in housing needs, net equity built by mortgagors in the mortgaged properties,
job transfers and unemployment rates.
Mortgage securities differ from conventional
bonds in that principal is paid back over the life of the mortgage securities rather than at maturity. As a result, the holder
of the mortgage securities (e.g., the Fund) receives monthly scheduled payments of principal and interest, and may receive
unscheduled principal payments representing prepayments on the underlying mortgages. When the holder reinvests the payments and
any unscheduled prepayments of principal it receives, it may receive a rate of interest which is lower than the rate on the existing
mortgage securities. For this reason, mortgage securities are less effective than other types of U.S. Government securities as
a means of “locking in” long-term interest rates.
FNMA and FHLMC have entered into a joint
initiative under the direction of the FHFA to develop a common securitization platform for the issuance of a uniform mortgage-backed
security (the “Single Security Initiative”), which generally aligns the characteristics of
FNMA and FHLMC certificates.
The Single Security Initiative launched in June 2019, and the effects it may have on the market for mortgage-backed securities
are uncertain.
Mortgage-related
securities may be composed of one or more classes and may be structured either as pass-through securities or collateralized debt
obligations (which include collateralized bond obligations (“CBOs”) and collateralized loan obligations (“CLOs”)).
A CBO is ordinarily issued by a trust or other special purpose entity (“SPE”) and is typically backed by a diversified
pool of fixed income securities (which may include high risk, below investment grade securities) held by such issuer. A CLO is
ordinarily issued by a trust or other SPE and is typically collateralized by a pool of loans, which may include, among others,
domestic and non-U.S. senior secured loans, senior unsecured loans, and subordinate corporate loans, including loans that may be
rated below investment grade or equivalent unrated loans, held by such issuer. Multiple-class mortgage-related
securities are referred to herein as “CMOs.” Some CMOs are directly supported by other CMOs, which in turn are supported
by mortgage pools. Investors typically receive payments out of the interest and principal on the underlying mortgages, which payments
and the priority thereof are determined by the specific terms of the CMO class. CMOs may be issued by U.S. or non-U.S. issuers.
CMOs involve special risks, and evaluating them requires special knowledge.
CMO classes
may be specially structured in a manner that provides any of a wide variety of investment characteristics, such as yield, effective
maturity and interest rate sensitivity. As market conditions change, however, and particularly during periods of rapid or unanticipated
changes in market interest rates, any given CMO structure may react differently from the way anticipated and thus affect the Fund’s
portfolio in different, and possibly negative, ways. Market changes may also result in increased volatility in market values and
reduced liquidity. CMOs may lack a readily available secondary market and be difficult to sell at the price at which the
Fund values them.
Certain
classes of CMOs and other mortgage-related securities are structured in a manner that makes them extremely sensitive to changes
in prepayment rates, such as interest-only (“IO”) and principal-only (“PO”) classes. These securities are
frequently referred to as “mortgage derivatives” and may be sensitive to changing interest rates and deteriorating
credit environments. IOs are entitled to receive all or a portion of the interest, but none (or only a nominal amount) of the principal
payments, from the underlying mortgage assets. If the mortgage assets underlying an IO experience greater than anticipated principal
prepayments, then the total amount of interest payments allocable to the IO class, and therefore the yield to investors, generally
will be reduced. In some instances, an investor in an IO may fail to recoup all of his or her initial investment, even if the security
is government issued or guaranteed or rated AAA or the equivalent. Conversely, PO classes are entitled to receive all or a portion
of the principal payments, but none of the interest, from the underlying mortgage assets. PO classes are purchased at substantial
discounts from par, and the yield to investors will be reduced if principal payments are slower than expected. Inverse floating
rate CMOs, which pay interest at a rate that decreases when a specified index of market rates increases (and vice versa), also
may be extremely volatile. If the Fund purchases mortgage-backed securities that are “subordinated” to other interests
in the same mortgage pool, the Fund may only receive payments after the pool’s obligations to other investors have been satisfied.
For example, an unexpectedly high rate of defaults on the mortgages held by a mortgage pool may limit substantially the pool’s
ability to make payments of principal or interest to holders of the securities, which would thus reduce the values of the securities
or in some cases render them worthless. The Fund may invest in mortgage-backed securities issued by the U.S. Government. See
“U.S. Government Securities Risk” below. To the extent the Fund invests in mortgage-backed securities offered by
non-governmental issuers, such as commercial banks, savings and loan institutions, private mortgage insurance companies, mortgage
bankers and other secondary market issuers, the Fund may be subject to additional risks. Mortgage-related securities issued
by private issuers are subject to the credit risks of the issuers, as well as to interest rate risks. Timely
payment of interest and principal of non-governmental issuers are supported by various forms of private insurance or guarantees,
including individual loan, title, pool and hazard insurance purchased by the issuer. There can be no assurance that the private
insurers can meet their obligations under the policies. An unexpectedly high rate of defaults on the mortgages held by a mortgage
pool may adversely affect the value of a mortgage-backed security and could result in losses to the Fund. The risk of such defaults
is generally higher in the case of mortgage pools that include subprime mortgages. Subprime mortgages refer to loans made to borrowers
with weakened credit histories or with a lower capacity to make timely payments on their mortgages.
Issuers of certain CMOs may have limited
ability to enforce the security interest in the underlying assets, and credit enhancements provided to support the securities,
if any, may be inadequate to protect investors in the event of default. In addition, as a result of its investment in asset-backed
securities, the Fund would be subject to the risk that in certain states it may be difficult to perfect the liens securing the
collateral backing certain asset-backed securities. Certain asset-backed securities are based on loans that are unsecured, which
means that there is no collateral to seize if the underlying borrower defaults.
MUNICIPAL SECURITIES. Municipal
securities primarily include debt obligations that are issued by or on behalf of the District of Columbia, states, territories,
commonwealths and possessions of the United States and their political subdivisions (e.g., cities, towns, counties, school
districts, authorities and commissions) and agencies, authorities and instrumentalities, which are issued to obtain funds for public
purposes, including the construction or improvement of a range of public facilities such as airports, bridges, highways, hospitals,
housing, jails, mass transportation, nursing homes, parks, public buildings, recreational facilities, school facilities, streets
and water and sewer works. Municipal securities may also be issued for other public purposes such as the refunding of outstanding
obligations, the anticipation of taxes or state aids, the payment of judgments, the funding of student loans, community redevelopment,
district heating, the purchase of street maintenance and firefighting equipment or any authorized corporate purpose of the issuer,
except for the payment of current expenses. Certain types of industrial development (or private activity) bonds may be issued by
or on behalf of public corporations to finance privately operated housing facilities, air or water pollution control facilities
and certain local facilities for water supply, gas, electricity or sewage or solid waste disposal. In addition, structured securities,
such
as tobacco bonds, may be issued by municipal entities to securitize future payment streams. Such obligations are included
within the term municipal securities if the interest payable thereon is, in the opinion of bond counsel, exempt from federal income
taxation (but, note that municipal securities may include securities that pay interest income subject to the Alternative Minimum
Tax).
The two principal classifications of municipal
securities are general obligation bonds and limited obligation (or revenue) bonds. General obligation bonds are obligations payable
from the issuer’s general unrestricted revenues and not from any particular fund or revenue source. The characteristics and
methods of enforcement of general obligation bonds vary according to the laws applicable to the particular issuer. Limited obligation
bonds are payable only from the revenues derived from a particular facility or class of facilities or, in some cases, from the
proceeds of a specific revenue source, such as the user of the facility. Industrial development bonds are in most cases limited
obligation bonds payable solely from specific revenues, pledged to payment of the bonds, of the project to be financed. The credit
quality of industrial development bonds is usually directly related to the credit standing of the user of the facilities (or the
credit standing of a third-party guarantor or other credit enhancement participant, if any). There are, of course, variations in
the quality of municipal securities, both within a particular classification and between classifications, depending on various
factors (see Appendix A of this SAI). The yields on municipal securities are dependent on a variety of factors, including general
money market conditions, the financial condition of the issuer, general conditions of the municipal securities market, the size
of the particular offering, the maturity of the obligation and the rating of the issue. The ratings of the various rating agencies
represent their opinions as to the quality of the municipal securities which they undertake to rate. However, the ratings
are general, not absolute, standards of quality. Consequently, municipal securities of the same maturity, interest rate and
rating may have different yields, while municipal securities of the same maturity and interest rate with different ratings may
have the same yield.
Municipal securities risks include the
possibility that the issuer may not be able to pay interest or repay principal when due; the relative lack of information about
certain issuers of municipal securities; and the possibility of future legislative changes that could affect the market for and
value of municipal securities. Municipal securities are subject to interest rate
risk, credit risk and market risk. Because municipal securities are issued to finance similar projects, conditions in those sectors
may affect the overall municipal securities market. In addition, changes in the financial condition of an individual municipal
issuer can affect the overall municipal market.
In
addition to these risks, investment in municipal securities is also subject to:
General Obligation
Bonds Risk – The full faith, credit and taxing power of the municipality that issues a general obligation bond secures
payment of interest and repayment of principal. Timely payments depend on the issuer’s credit quality, ability to raise tax
revenues and ability to maintain an adequate tax base.
Revenue (or
Limited Obligation) Bonds Risk – Payments of interest and principal on revenue bonds are made only from the revenues
generated by a particular facility, class of facilities or the proceeds of a special tax or other revenue source. These payments
depend on the money earned by the particular facility or class of facilities, or the amount of revenues derived from another source.
Private Activity
(or Industrial Development) Bonds Risk – Municipalities and other public authorities issue private activity bonds
to finance development of industrial facilities for use by a private enterprise. The private enterprise pays the principal and
interest on the bond, and the issuer does not pledge its full faith, credit and taxing power for repayment. If the private enterprise
defaults on its payments, the Fund may not receive any income or get its money back from the investment.
Moral Obligation
Bonds Risk – Moral obligation bonds are generally issued by special purpose public authorities of a state or municipality.
If the issuer is unable to meet its obligations, repayment of these bonds becomes a moral commitment, but not a legal obligation,
of the state or municipality.
Municipal Notes
Risk – Municipal notes are shorter term municipal debt obligations. They may provide interim financing in anticipation
of, and are secured by, tax collection, bond sales or revenue receipts. If there is a shortfall in the anticipated proceeds, the
notes may not be fully repaid and the Fund may lose money.
Municipal Bankruptcy
Risk – The City of Detroit filed for federal bankruptcy protection on July 18, 2013. The bankruptcy of large cities
such as Detroit is relatively rare, making the consequences of such bankruptcy filings difficult to predict. Accordingly, it is
unclear what impact a large city’s bankruptcy filing would have on the city's outstanding obligations or on the obligations
of other municipal issuers in that state. It is possible that the city could default on, restructure or otherwise avoid some or
all of these obligations, which may negatively affect the marketability, liquidity and value of securities issued by the city and
other municipalities in that state. If the Fund holds securities that are affected by a city's bankruptcy filing, the Fund's investments
in those securities may lose value, which could cause the Fund's performance to decline.
Municipal
Lease Obligations Risks – In a municipal lease obligation, the issuer agrees to make payments when due on the lease
obligation. The issuer will generally appropriate municipal funds for that purpose, but is not obligated to do so. Although the
issuer does not pledge its unlimited taxing power for payment of the lease obligation, the lease obligation is secured by the
leased property. However, if the issuer does not fulfill its payment obligation (i.e., annually appropriate money to make
the lease payments) it may be difficult to sell the property and the proceeds of a sale may not cover the Fund’s loss.
Tax-Exempt
Status Risk - Municipal securities are subject to the risk that the Internal Revenue Service (“IRS”)
may determine that an issuer has not complied with applicable tax requirements and that interest from the municipal security is
taxable, which may result in a significant decline in the value of the security.
Investment
in Bonds Issued by Puerto Rico - As with state municipal securities, events in any of the territories, such as Puerto
Rico, where the Fund may invest may affect the Fund’s investments and its performance. Certain municipal issuers in Puerto
Rico have experienced and continue to experience significant financial difficulties and repeated credit rating downgrades. For
example, in recent years, Puerto Rico has experienced difficult financial and economic conditions, which may negatively affect
the value of the Fund’s holdings in Puerto Rico municipal securities. In addition, Puerto Rico has recently experienced
other events that have adversely affected its economy, infrastructure, and financial condition, which may prolong any debt restructuring
and economic recovery efforts and processes. Puerto Rico’s continued financial difficulties could reduce its ability to
access financial markets, potentially increasing the likelihood of a restructuring or default for Puerto Rico municipal securities
that may affect the Fund’s investments and its performance.
For the purpose of diversification under
the 1940 Act, identifying the issuer of a municipal security depends on the terms of the security. If a state or a political subdivision
of such state pledges its full faith and credit to payment of a security, the state or the political subdivision will be deemed
the sole issuer of the security. If the security is backed only by the assets and revenues of an agency, authority or instrumentality
of the state or a political subdivision, but not by the state or political subdivision itself, such agency, authority or instrumentality
will be deemed to be the sole issuer. Similarly, if the security is backed only by revenues of an enterprise or specific projects
of the state, a political subdivision or agency, authority or instrumentality (e.g., utility revenue bonds), and the full faith
and credit of the governmental unit is not pledged to the payment thereof, such enterprise or projects will be deemed the sole
issuer. In the case of an industrial development bond, if the bond is backed only by certain revenues to be received from the non-governmental
user of the project financed by the bond, such non-governmental user will be deemed to be the sole issuer. If, however, in any
of the above cases, the state, the political subdivision or some other entity guarantees a security, and the value of all securities
issued or guaranteed by the guarantor and owned by the Fund exceeds 10% of the value of the Fund’s total assets, the guarantee
will be considered a separate security and will be treated as an issue of the guarantor.
Municipal bonds are traded in the “over-the-counter”
market among dealers and other large institutional investors, which, together with the broader fixed-income markets, began in the
latter months of 2008 to experience increased volatility and decreased liquidity in response to challenging economic conditions
and credit tightening. If market liquidity decreases, the Fund may not be able to sell bonds readily at prices reflecting the values
at which the bonds are carried on the Fund's books. An imbalance in supply and demand in the municipal market may result in valuation
uncertainties and greater volatility, less liquidity, widening credit spreads and a lack of price transparency in the market.
NEW FUND RISK. There can
be no assurance that a new Fund will grow to an economically viable size, in which case the Fund may cease operations. In such
an event, investors may be required to liquidate or transfer their investments at an inopportune time.
No
Guarantee of Active Trading Market Risk.
While the Fund’s
shares are listed on a national exchange, there can be no assurance that active trading markets for shares will be maintained by
market makers or authorized participants. Decisions by market makers or authorized participants to reduce their role or “step
away” from these activities in times of market stress may inhibit the effectiveness of the arbitrage process in maintaining
the relationship between the underlying value of the
Fund’s holdings and the Fund’s NAV. Such reduced
effectiveness could result in the Fund’s
shares trading at a discount to its NAV and also in greater than normal intraday bid/ask spreads for the Fund’s shares.
OPERATIONAL RISKS. An investment
in the Fund, like any fund, can involve operational risks arising from factors such as processing errors, inadequate or failed
processes, failure in systems and technology, changes in personnel and errors caused by third-party service providers. Among other
things, these errors or failures as well as other technological issues may adversely affect the Fund’s ability to calculate
their net asset values in a timely manner, including over a potentially extended period. While the Fund seeks to minimize such
events through controls and oversight, there may still be failures that could causes losses to the Fund. In addition, as the use
of technology increases, the Fund may be more susceptible to operational risks through breaches in cybersecurity. A breach in cybersecurity
refers to both intentional and unintentional events that may cause the Fund to lose proprietary information, suffer data corruption,
or operational capacity. As a result, the Fund may incur regulatory penalties, reputational damage, additional compliance costs
associated with corrected measures and/or financial loss. In addition, cybersecurity breaches of the Fund’s third party service
providers or issuers in which the Fund invests may also subject the Fund to many of the same risks associated with direct cybersecurity
breaches.
In addition, the Fund may rely on various
third-party sources to calculate its net asset value. As a result, the Fund is subject to certain operational risks associated
with reliance on service providers and service providers’ data sources. In particular, errors or system failures and other
technological issues may adversely impact the Fund’s calculation of its net asset value, and such net asset value calculation
issues may result in inaccurately calculated net asset values, delays in net asset value calculation, and/or the inability to calculate
net asset value over extended periods. The Fund may be unable to recover any losses associated with such failures.
OTHER CAPITAL SECURITIES.
Other capital securities encompass a group of instruments referred to in capital markets as “Hybrids,” “Tier
I and Tier 2” and “TRUPS.” These securities give issuers flexibility in managing their capital structure. The
features associated with these securities are predominately debt like in that they have coupons, pay interest and in most cases
have a final stated maturity. There are certain features that give the companies flexibility not commonly found in fixed income
securities, which include, but are not limited to, deferral of interest payments under certain conditions and subordination to
debt securities in the event of default. The deferral of interest payments, even for an extended period of time, is generally not
an event of default, and the ability of the holders of such instruments to accelerate payment is generally more limited than with
other debt securities.
OTHER
INVESTMENT COMPANIES. The Fund is permitted to invest in other Hartford Funds and/or investment companies sponsored by
other fund families (including investment companies that may not be registered under the 1940 Act) such as holding company depository
receipts (“HOLDRs”) and ETFs. Securities in certain countries are currently accessible to the Fund only through such
investments. Investment in other investment companies is limited in amount by the 1940 Act, and will involve the indirect payment
by the Fund of a portion of the expenses, including advisory fees, of such other investment companies. The success of the
Fund’s investment in these securities is directly related, in part, to the ability of the other investment companies or ETFs
to meet their investment objective.
These investments are subject to limitations
prescribed by the 1940 Act, the rules thereunder and applicable SEC staff interpretations thereof, or applicable exemptive relief
granted by the SEC. Generally, the Fund will not purchase securities of an investment company if, as a result: (1) more than 10%
of the Fund’s total assets would be invested in securities of other investment companies; (2) such purchase would result
in more than 3% of the total outstanding voting securities of any such investment company being held by the Fund; or (3) more than
5% of the Fund’s total assets would be invested in any one such investment company.
PREFERRED STOCK RISK. The
prices and yields of nonconvertible preferred stocks generally move with changes in interest rates and the issuer’s credit
quality, similar to debt securities. The value of convertible preferred stocks varies in response to many factors, including, for
example, the value of the underlying equity securities, general market and economic conditions and convertible market valuations,
as well as changes in interest rates, credit spreads and the credit quality of the issuer.
REAL
ESTATE RELATED SECURITIES RISKS. The main risk of real estate related securities is that the value of the underlying real
estate may go down. Many factors may affect real estate values, including the general and local economies, vacancy rates,
tenant bankruptcies, the ability to re-lease space under expiring leases on attractive terms, the
amount of new construction in a particular area, the laws and regulations (including zoning and tax laws) affecting real estate
and the costs of owning, maintaining and improving real estate. The availability of mortgages and changes in interest rates,
a decline in rents resulting from unanticipated economic, legal or technological developments or a decline in the price of securities
of real estate companies due to a failure of borrowers to pay their loans or poor management may
also affect real estate values. Further, the real estate industry is particularly sensitive to economic downturns. When
economic growth is slow, demand for property decreases and prices may decline. If the Fund’s
real estate related investments are concentrated in one geographic area or in one property type, the Fund will be particularly
subject to the risks associated with that area or property type.
In addition
to the risks facing real estate related securities, such as a decline in property values due to increasing vacancies, a decline
in rents resulting from unanticipated economic, legal or technological developments or a decline in the price of securities of
real estate companies due to a failure of borrowers to pay their loans or poor management, investments in real estate investment
trusts (“REITs”), which pool investor money to invest in real estate and real estate related holdings, involve
unique risks. Like registered investment companies such as the Fund, REITs are not taxed on income distributed to shareholders
so long as they comply with several requirements of the Code. Investing in REITs involves certain risks. REITS may have limited
financial resources, may trade less frequently and in limited volume and may be more volatile than other securities. REITs are
also subject to additional risks, such as poor performance by the manager of the REIT, adverse changes to the tax laws or failure
by the REIT to qualify for tax-free pass-through of income under the Code, the risks of financing projects, heavy cash flow dependency,
default by borrowers, and self-liquidation. In addition, some REITs have limited diversification because they invest in a
limited number of properties, a narrow geographic area or a single type of property. A REIT may be affected by changes in the value
of the underlying property owned by such REIT or by the quality of any credit extended by the REIT. Also, the organizational
documents of a REIT may contain provisions that make changes in control of the REIT difficult and time-consuming. Because REITs
are pooled investment vehicles that have expenses of their own, the Fund will indirectly bear its proportionate share of those
expenses. REITS are also subject to interest rate risks.
REPURCHASE AND REVERSE REPURCHASE
AGREEMENTS. A repurchase agreement is an agreement between two parties whereby one party sells the other a security at
a specified price with a commitment to repurchase the security later at an agreed-upon price, date and interest payment. A reverse
repurchase agreement is a term used to describe the opposite side of a repurchase transaction. The party that purchases and later
resells a security is said to perform a repurchase; the other party, that sells and later repurchases a security is said to perform
a reverse repurchase. The Fund is permitted to enter into fully collateralized repurchase agreements. The Trust’s Board of
Trustees has delegated to the sub-adviser the responsibility of evaluating the creditworthiness of the banks and securities dealers
with which the Fund will engage in repurchase agreements. The sub-adviser will monitor such transactions to ensure that the value
of underlying collateral will be at least equal to the total amount of the repurchase obligation as required by the valuation provision
of the repurchase agreement, including the accrued interest. Repurchase agreements carry the risk that the market value of
the
securities declines below the repurchase price. The Fund could also lose money if it
is unable to recover the securities and the value of the collateral held or assets segregated by the Fund to cover the transaction
is less than the value of the securities. In the event the borrower commences bankruptcy proceedings, a court may characterize
the transaction as a loan. If the Fund has not perfected a security interest in the
underlying collateral, the Fund may be required to return the underlying collateral to the borrower’s estate and be treated
as an unsecured creditor. As an unsecured creditor, the Fund could lose some or all
of the principal and interest involved in the transaction. The use of reverse repurchase agreements may increase the possibility
of fluctuation in the Fund’s net asset value.
RESTRICTED SECURITIES. The
Fund may invest in securities that are not registered under the 1933 Act (“restricted securities”). Restricted securities
may be sold in private placement transactions between issuers and their purchasers and may be neither listed on an exchange nor
traded in other established markets. In many cases, privately placed securities may not be freely transferable under the laws of
the applicable jurisdiction or due to contractual restrictions on resale. As a result of the absence of a public trading market,
privately placed securities may be less liquid and more difficult to value than publicly traded securities. To the extent that
privately placed securities may be resold in privately negotiated transactions, the prices realized from the sales, due to illiquidity,
could be less than those originally paid by the Fund or less than their fair market value.
In addition, issuers whose securities are not publicly traded may not be subject to the disclosure and other investor protection
requirements that may be applicable if their securities were publicly traded. If any privately placed securities held by the
Fund are required to be registered under the securities laws of one or more jurisdictions before being resold, the Fund may be
required to bear the expenses of registration. Certain of the Fund’s investments in
private placements may consist of direct investments and may include investments in smaller, less seasoned issuers, which may involve
greater risks. These issuers may have limited product lines, markets or financial resources, or they may be dependent on a limited
management group. In making investments in such securities, the Fund may obtain access to
material nonpublic information, which may restrict the Fund’s ability to conduct portfolio transactions in such securities.
Some of these securities are new and complex,
and trade only among institutions; the markets for these securities are still developing, and may not function as efficiently as
established markets. Owning a large percentage of restricted securities could hamper the
Fund’s ability to raise cash to meet redemptions to the extent that such redemptions are effected on a cash basis. Also,
because there may not be an established market price for these securities, the Fund may
have to estimate their value, which means that their valuation (and, to a much smaller extent, the valuation of the Fund) may have
a subjective element. Transactions in restricted securities may entail registration expense and other transaction costs that are
higher than those for transactions in unrestricted securities. Where registration is required for restricted securities a considerable
time period may elapse between the time the Fund decides to sell the security and the time
it is actually permitted to sell the security under an effective registration statement. If during such period, adverse market
conditions were to develop, the Fund might obtain less favorable pricing terms that when
it decided to sell the security. The Fund may purchase securities that may have restrictions
on transfer or resale (including Rule 144A securities and Regulation S securities). “Rule 144A” securities
(or equivalent securities issued pursuant to Regulation S of the 1933 Act) are privately placed, restricted securities that may
only be resold under certain circumstances to other qualified institutional buyers. Rule 144A investments are subject to
certain additional risks compared to publicly traded securities. If there are not enough qualified buyers interested in purchasing
Rule 144A securities when the Fund wishes to sell such securities, the Fund may be unable
to dispose of such securities promptly or at reasonable prices. For this reason, although 144A securities are generally considered
to be liquid, the Fund’s holdings in Rule 144A securities may adversely affect the
Fund’s overall liquidity if qualified buyers become uninterested in buying them at a particular time. Issuers of Rule 144A
securities are required to furnish information to potential investors upon request. However, the required disclosure is much less
extensive than that required of public companies and is not publicly available. Further, issuers of Rule 144A securities can require
recipients of the information to agree contractually to keep the information confidential, which could also adversely affect the
Fund’s ability to dispose of a security.
Depending upon the circumstances, the
Fund may only be able to sell these securities in the United States if an exemption from registration under the federal and state
securities laws is available or may only be able to sell these securities outside of the United States (such as on a foreign exchange).
These securities may either be determined to be liquid or illiquid pursuant to policies and guidelines established by the Trust’s
Board of Trustees.
Secondary
Trading Market Issues. Trading in shares on an exchange may be halted due to market conditions
or for reasons that, in the view of the exchange, make trading in shares inadvisable. In addition, trading in shares on an exchange
is subject to trading halts caused by extraordinary market volatility pursuant to the exchange’s “circuit breaker”
rules. If a trading halt or unanticipated early closing of exchange occurs, a shareholder may be unable to purchase or sell shares
of the Fund. There can be no assurance that the exchange’s
requirements for maintaining the listing of the Fund will
continue to be met or will remain unchanged.
While the creation/redemption
feature is designed to make it likely that shares normally will trade close to the
Fund’s NAV, market prices are not expected to correlate exactly to the Fund’s NAV due to
timing reasons, supply and demand imbalances and other factors. In addition, disruptions to creations and redemptions, adverse
developments impacting market makers, authorized participants or other market participants, high market volatility or lack of an
active trading market for the shares (including through a trading halt) may result in market prices for shares of the
Fund that differ significantly from its NAV or to the intra-day value of the Fund’s holdings.
If an investor purchases shares at a time when the market price is at a premium to the NAV of the shares or sells at a time when
the market price is at a discount to the NAV of the shares, then the investor may sustain losses.
Given the nature
of the relevant markets for certain of the securities held by the Fund,
shares may trade at a larger premium or discount to NAV than shares of other kinds of ETFs. In addition, the securities held by
the Fund may be traded in markets that close at a different
time than the exchange on which the Fund is listed. Liquidity in those securities may be reduced after the applicable
closing times.
Accordingly, during the time when such exchange is open but after the applicable market closing, fixing or settlement times, bid/ask
spreads and the resulting premium or discount to the shares’ NAV may widen.
When you buy
or sell shares of the Fund through a broker, you will
likely incur a brokerage commission or other charges imposed by brokers. In addition, the market price of shares, like the price
of any exchange-traded security, includes a “bid-ask spread” charged by the market makers or other participants that
trade the particular security. The spread of the Fund’s
shares varies over time based on the Fund’s trading volume and market liquidity and may increase if the Fund’s trading
volume, the spread of the Fund’s underlying securities, or market liquidity decrease. In times of severe market disruption,
including when trading of the Fund’s holdings may
be halted, the bid-ask spread may increase significantly. This means that shares may trade at a discount to the
Fund’s NAV, and the discount is likely to be greatest during significant market volatility.
Shares of the
Fund, similar to shares of other issuers listed on a stock exchange, may be sold short and are, therefore, subject to the risk
of increased volatility and price decreases associated with being sold short.
SECURITIES
LENDING RISK. The Fund may lend portfolio securities
to certain creditworthy borrowers in U.S. and non-U.S. markets in an amount not to exceed one third (33 1/3%) of the value of its
total assets. The borrowers provide collateral that is marked to market daily, in an amount at least equal to the current market
value of the securities loaned. The Fund may terminate
a loan at any time and obtain the securities loaned. The Fund
receives the value of any interest or cash or non-cash distributions paid on the loaned securities. The
Fund cannot vote proxies for securities on loan, but may recall loans to vote proxies if a material
issue affecting the Fund’s economic interest in the investment is to be voted upon. Distributions received on loaned securities
in lieu of dividend payments (i.e., substitute payments) would not be considered qualified dividend income. The
Fund will call loans to vote proxies if a material issue affecting the investment is to be voted upon.
Should the borrower of the securities fail financially, the Fund
may experience delays in recovering the securities or exercising its rights in the collateral. Loans are made only to borrowers
that are deemed by the securities lending agent to be of good financial standing. In a loan transaction, the
Fund will also bear the risk of any decline in value of securities acquired with cash collateral. The
Fund will minimize this risk by limiting the investment of cash collateral to high quality instruments
of short maturity. This strategy is not used to leverage the Fund.
With respect
to loans that are collateralized by cash, the borrower will be entitled to receive a fee based on the amount of cash collateral.
The Fund is compensated by the difference between the
amount earned on the reinvestment of cash collateral and the fee paid to the borrower. In the case of collateral other than cash,
the Fund is compensated by a fee paid by the borrower
equal to a percentage of the market value of the loaned securities. Any cash collateral may be reinvested in certain short-term
instruments either directly on behalf of the lending Fund or through one or more joint accounts or money market funds, which may
include those managed by the Adviser.
The Fund
may pay a portion of the interest or fees earned from securities lending to a borrower as described above, and to one or more securities
lending agents approved by the Board of Trustees of the Trust (the “Board”) who administer the lending program for
the Fund in accordance with guidelines approved by the Board. In such capacity, the lending agent causes the delivery of loaned
securities from the Fund to borrowers, arranges for the
return of loaned securities to the Fund at the termination of a loan, requests deposit of collateral, monitors the daily value
of the loaned securities and collateral, requests that borrowers add to the collateral when required by the loan agreements, and
provides recordkeeping and accounting services necessary for the operation of the program. Effective October 1, 2019, Citibank,
N.A. (“Citibank”) has been approved by the Board to serve as securities lending agent for the Fund and the Trust has
entered into an agreement with Citibank for such services. Among other matters, the Trust has agreed to indemnify Citibank for
certain liabilities. The fees that the Fund pays to Citibank
are not reflected in the Fund’s fees but instead are calculated in the NAV of the
Fund.
Securities lending
involves exposure to certain risks, including operational risk (i.e., the risk of losses resulting from problems in the settlement
and accounting process – especially so in certain international markets such as Taiwan), “gap” risk (i.e., the
risk of a mismatch between the return on cash collateral reinvestments and the fees the
Fund has agreed to pay a borrower), risk of loss of collateral, credit, legal, counterparty and market
risk. Although Citibank has agreed to provide the Fund
with indemnification in the event of a borrower default, the Fund
is still exposed to the risk of losses in the event a borrower does not return the
Fund’s securities as agreed. For example, delays in recovery of lent securities may cause the
Fund to lose the opportunity to sell the securities at a desirable price.
SECURITIES TRUSTS. The Fund
may invest in securities trusts, which are investment trust vehicles that maintain portfolios comprised of underlying debt securities
that are generally unsecured. These instruments are purchased in the cash markets and vary as to the type of underlying security,
but include such underlying securities as corporate investment grade and high yield bonds and credit default swaps. Examples include
TRAINS, TRACERS, CORE and funded CDX. Holders of interests in these structured notes receive income from the trusts in respect
of principal or interest paid on the underlying securities. By investing in such notes, the Fund will indirectly bear its proportionate
share of any expenses paid by such notes in addition to the expenses of the Fund.
Investments in these types of structured
products are subject to the same risks that would be associated with direct investments in the underlying securities of the structured
notes. These risks include substantial market price volatility resulting from changes in prevailing interest rates; default or
bankruptcy of issuers of the underlying securities; subordination to the prior claims of banks and other senior lenders in the
case of default; and early repayment by issuers during periods of declining interest rates because of mandatory call or redemption
provisions. In addition, structured note products may have difficulty disposing of the underlying securities because of thin trading
markets.
SOVEREIGN
DEBT. In addition to the risks associated with investment in debt securities and foreign securities generally, investments
in sovereign debt involve special risks. The issuer of the debt or the governmental authorities that control the repayment of the
debt may be unable or unwilling to repay principal or interest when due, or otherwise meet its obligations, in accordance with
the terms of such debt, and the Fund may have limited legal recourse in the event of default. Countries such as those in which
the Fund may invest have historically experienced, and may continue to experience, high rates of inflation, high interest rates,
exchange rate trade difficulties and unemployment. Some of these countries are also characterized by political uncertainty or instability.
Additional factors that may influence the ability or willingness to service debt include, but are not limited to, a country’s
cash flow situation, the availability of sufficient foreign exchange on the date a payment is due, the relative size of its debt
service burden to the economy as a whole and its government’s policy towards the International Monetary Fund, the World Bank
and other international agencies. If a government entity defaults, it may ask for more time in which to pay or for further loans.
There is no legal process for collecting sovereign debt that a government does not pay, and there are no bankruptcy proceedings
through which all or part of the sovereign debt that a governmental entity has not repaid may be collected. Further, if
a sovereign debtor defaults (or threatens to default) on its sovereign debt obligations, the indebtedness may be restructured.
Unlike most corporate debt restructurings, the fees and expenses of financial and legal advisers to the creditors in connection
with a restructuring may be borne by the holders of the sovereign debt securities instead of the sovereign entity itself. Some
sovereign debtors have in the past been able to restructure their debt payments without the approval of some or all debt holders
or to declare moratoria on payments, and similar occurrences may happen in the future. In addition,
the financial markets have at times seen an increase in volatility and adverse trends due to uncertainty surrounding the level
and sustainability of sovereign debt of certain countries (for example in countries that are part of the European Union, including
Greece, Spain, Ireland, Italy and Portugal). These developments adversely affected the exchange rate of the euro and may continue
to significantly affect every country in Europe. Outside of the European Union, Iceland has also experienced adverse trends due
to high debt levels and excessive lending during the height of the financial crisis that began in 2008.
The
Fund may have difficulty disposing of certain sovereign debt obligations because there may be a limited trading market for such
securities. Because there is no liquid secondary market for many of these securities, the Fund anticipates such securities
could be sold only to a limited number of dealers or institutional investors. The lack of a liquid secondary market may have
an adverse impact on the market price of such securities and the Fund’s
ability to dispose of particular issues when necessary to meet its liquidity needs or in response to a specific economic event,
such as deterioration in the creditworthiness of the issuer. The lack of a liquid secondary market for certain securities
also may make it more difficult for the Fund to obtain accurate market quotations for purposes of valuing its portfolio and calculating
its net asset value. See also “Foreign Investments” above.
STRIPPED
SECURITIES RISK. Stripped securities are created when the issuer separates the interest and principal components of an
instrument and sells them as separate securities. In general, one security is entitled to receive the interest payments on the
underlying assets (the interest only or “IO” security) and the other to receive the principal payments (the principal
only or “PO” security). Some stripped securities may receive a combination of interest and principal payments. The
yields to maturity on IOs and POs are sensitive to the expected or anticipated rate of principal payments (including prepayments)
on the related underlying assets, and principal payments may have a material effect on yield to maturity. If the underlying assets
experience greater than anticipated prepayments of principal, the Fund may not fully recoup its initial investment in IOs. Conversely,
if the underlying assets experience less than anticipated prepayments of principal, the yield on POs could be adversely affected.
Stripped securities may be highly sensitive to changes in interest rates and rates of prepayment. The market for stripped
securities may be limited, making it difficult for the Fund to sell its holdings at an acceptable
price.
STRUCTURED
SECURITIES. Structured securities and other related instruments purchased by the
Fund are generally privately negotiated debt obligations where the principal and/or interest is determined by reference to the
performance of a specific asset, benchmark asset, market or interest rate. Depending on the terms of the particular instrument
and the nature of the underlying instrument, structured securities may be subject to equity market risk, commodity market risk,
currency market risk or interest rate risk. Structured securities that do not involve any type of credit enhancement are subject
to credit risk that generally will be equivalent to that of the underlying instruments. Credit enhanced securities will be
subject to the credit risk associated with the provider of the enhancement. The Fund is permitted
to invest in classes of structured securities that are either subordinated or unsubordinated with respect to the right to payment
of another class. Subordinated structured securities typically have higher yields and present greater risks than unsubordinated
structured securities. Structured securities are typically sold in private placement transactions, and there currently is no active
trading market for structured securities. Certain issuers of such securities may be deemed to be “investment companies”
as defined in the 1940 Act; therefore, the Fund’s investment in structured securities may be limited by certain investment
restrictions contained therein. Structured securities may be leveraged, increasing the volatility of each structured security’s
value relative to the change in the reference measure. Structured securities may also be more difficult to price accurately than
less complex securities and instruments or more traditional debt securities.
TO
BE ANNOUNCED (TBA) TRANSACTIONS RISK. TBA investments include when-issued and delayed delivery securities and forward commitments.
The Fund is permitted to purchase or sell securities on a when-issued or delayed-delivery basis. When-issued or delayed-delivery
transactions arise when securities are purchased or sold with payment and delivery taking place in the future in order to secure
what is considered to be an advantageous price and yield at the time of entering into the transaction. The Fund may sell the securities
before the settlement date if the sub-adviser deems it advisable. Distributions attributable to any gains realized on such a sale
are taxable to shareholders. When-issued and delayed delivery securities and forward commitments involve the risk that the security
the Fund buys will lose value prior to its delivery. The Fund is subject to this risk whether or not the Fund takes delivery
of the securities on the settlement date for a transaction. There also is the risk that the security will not be issued or that
the
other party to the transaction will not meet its obligation. If this occurs, the Fund loses both the investment opportunity
for the assets it set aside to pay for the security and any gain in the security’s price. The
Fund may also take a short position in a TBA investment when it owns or has the right to obtain, at no added cost, identical securities.
If the Fund takes such a short position, it may reduce the risk of a loss if the price of
the securities declines in the future, but will lose the opportunity to profit if the price rises. The
Fund may purchase or sell undrawn or delayed draw loans.
Short Sales
of TBA Investments Risk. The Fund may also engage in shorting of TBAs. When the Fund enters into a short sale of a TBA
investment it effectively agrees to sell at a future price and date a security it does not own. Although most TBA short sales transactions
are closed before the Fund would be required to deliver the security, if the Fund does not close the position, the Fund may have
to purchase the securities needed to settle the short sale at a higher price than anticipated, which would cause the Fund to lose
money. The Fund may not always be able to purchase the securities required to settle a short sale at a particular time or at an
attractive price. The Fund may incur increased transaction costs associated with selling TBA securities short. In addition, taking
short positions in TBA securities results in a form of leverage, which could increase the volatility of the Fund’s returns.
USE
AS UNDERLYING FUND RISK. The Fund may be an investment (an “Underlying Fund”) of a fund that pursues
its investment goal by investing primarily in other funds (“fund of funds structure”). An Underlying Fund may experience
relatively large redemptions or creations as the fund that uses a fund of funds structure periodically reallocates or rebalances
its assets. These transactions, to the extent they are effected on a cash basis, may cause the Underlying Fund to sell portfolio
securities to meet such redemptions, or to invest cash from such creations, at times it would not otherwise do so, and may as a
result increase transaction costs and adversely affect underlying fund performance. In addition, such transactions could increase
or decrease gains and could affect the timing, amount and character of distributions you receive from the
Fund.
U.S.
GOVERNMENT SECURITIES RISK. Treasury obligations may differ in their interest rates, maturities, times of issuance and
other characteristics. Securities backed by the U.S. Treasury or the full faith and credit of the United States are guaranteed
only as to the timely payment of interest and principal when held to maturity. Accordingly, the current market values for these
securities will fluctuate with changes in interest rates. Obligations of U.S. Government agencies
and authorities are supported by varying degrees of credit but generally are not backed by the full faith and credit of the U.S.
Government. No assurance can be given that the U.S. Government will provide financial support to its agencies and authorities if
it is not obligated by law to do so. In addition, the value of U.S. Government securities may be affected by changes in
the credit rating of the U.S. Government. U.S. Government securities are also subject to default risk, which is the risk
that the U.S. Treasury will be unable to meet its payment obligations. The maximum potential liability
of the issuers of some U.S. Government securities held by the Fund may greatly exceed their current resources, including their
legal right to support from the U.S. Treasury. It is possible that these issuers will not have the funds to meet their payment
obligations in the future.
Treasury Inflation-Protection
Securities. TIPS are U.S. Treasury securities designed to protect against inflation. The interest rate paid on TIPS is
fixed. The principal value rises or falls semi-annually based on published changes to the Consumer Price Index. If inflation occurs,
the principal amount will be adjusted upwards, resulting in increased interest payments. If deflation occurs, the principal amount
will be adjusted downwards, resulting in lower interest payments. The principal amount payable at maturity will be the greater
of the adjusted principal amount and the original principal amount. While U.S. Treasury securities are generally considered to
have relatively little credit risk, they are subject to price fluctuations from changes in interest rates prior to their maturity.
VOLATILITY RISK. The risk
that the Fund’s share price, yield and total return may fluctuate more than those of funds that use a different investment
strategy.
WARRANTS
AND RIGHTS RISK. Warrants are instruments giving holders the right, but not the obligation, to buy equity or fixed income
securities of a company at a specific price during a specified period. Rights are similar to warrants but normally have a short
life span to expiration. The purchase of rights or warrants involves the risk that the Fund could lose the purchase value of a
right or warrant if the right to subscribe to additional shares is not exercised prior to the right’s or warrant’s
expiration. Also, the purchase of rights and/or warrants involves the risk that the effective price paid for the right and/or warrant
added to the subscription price of the related security may exceed the value of the subscribed security’s market price such
as when there is no movement in the level of the underlying security. Buying a warrant does not make the Fund a shareholder of
the underlying stock. The warrant holder has no voting or dividend rights with respect to the underlying stock. A warrant does
not carry any right to assets of the issuer, and for this reason investment in warrants may be more speculative than other equity-based
investments. The market for warrants may be limited and it may be difficult for the
Fund to sell a warrant promptly at an advantageous price.
ZERO
COUPON SECURITIES. Zero-coupon securities pay no interest prior to their maturity date or another specified date
in the future but are issued and traded at a discount to their face value. The discount varies as the securities approach their
maturity date (or the date on which interest payments are scheduled to begin). While interest payments
are not made on such securities, holders of such securities are deemed to have received income (“phantom income”) annually,
notwithstanding that cash may not be received currently. As with other fixed income securities, zero coupon bonds are subject to
interest rate and credit risk. Some of these securities may be subject to substantially greater price fluctuations during periods
of changing market rates than comparable securities that pay interest currently. Longer term zero coupon bonds have greater interest
rate risk than shorter term zero coupon bonds.
PORTFOLIO TURNOVER
The portfolio turnover rate for the Fund
is calculated by dividing the lesser of purchases or sales of portfolio securities for the year by the monthly average value of
the portfolio securities, excluding securities whose maturities at the time of purchase were one year or less. High portfolio turnover
rates will generally result in higher brokerage expenses, and may increase the volatility of the Fund.
As of the date of this SAI, the Fund has not yet commenced operations,
and thus no portfolio turnover rate information is provided.
DISCLOSURE
OF PORTFOLIO HOLDINGS
DAILY DISCLOSURE
The Fund’s portfolio holdings
are publicly disseminated each day the Fund is open for business through financial reporting and news services including publicly
accessible Internet websites. In addition, a basket composition file, which includes the security names and share quantities to
deliver in exchange for Fund Shares, together with estimates and actual cash components, is publicly disseminated daily prior
to the opening of the Exchange via the National Securities Clearing Corporation (“NSCC”). The basket represents one
Creation Unit of the Fund. The Trust, the Investment Manager, sub-adviser or State Street
Bank and Trust Company (“State Street”) will not disseminate non-public information concerning the Trust, except:
(i) to a party for a legitimate business purpose related to the day-to-day operations of the Fund or (ii) to any other party for
a legitimate business or regulatory purpose, upon waiver or exception.
FUND
MANAGEMENT
Board
Responsibilities. The management and affairs of the Trust and its series, including the Fund described in this SAI,
are overseen by the Trust’s Board of Trustees. The Board is responsible for oversight of the Fund. The Board elects officers
who are responsible for the day–to-day operations of the Fund. The Board oversees the Investment Manager and the other principal
service providers of the Fund. As described in more detail below, the Board has established five standing committees that assist
the Board in fulfilling its oversight responsibilities: the Audit Committee, Compliance and Risk Oversight Committee, Contracts
Committee, Investment Committee and Nominating and Governance Committee (collectively, the “Committees”).
The Board is chaired by an Independent
Trustee (as defined below). The Independent Chairman (i) presides at Board meetings and participates in the preparation of agendas
for the meetings, (ii) acts as a liaison with the Fund’s officers, investment manager and other trustees between meetings
and (iii) coordinates Board activities and functions with the Chairperson of the Committees. The Independent Chairman may also
perform such other functions as may be requested by the Board from time to time. The Board has determined that the Board’s
leadership and committee structure is appropriate because it provides a foundation for the Board to work effectively with management
and service providers and facilitates the exercise of the Board’s independent judgment. In addition, the committee structure
permits an efficient allocation of responsibility among the Trustees.
The Board oversees risk as part of its
general oversight of the Fund and risk is addressed as part of various Board and Committee activities. The Fund is subject to a
number of risks, including investment, compliance, financial, operational and valuation risks. The Fund’s service providers,
which are responsible for the day-to-day operations of the Fund, apply risk management in conducting their activities. The Board
recognizes that it is not possible to identify all of the risks that may affect the Fund, and that it is not possible to develop
processes and controls to eliminate all risks and their possible effects. The Audit Committee, Compliance and Risk Oversight Committee,
and Investment Committee receive reports or other information from management regarding risk assessment and management. In addition,
the Investment Manager has established an internal committee focused on risk assessment and risk management related to the operations
of the Fund and the Investment Manager, and the chairperson of that committee reports to the Compliance and Risk Oversight Committee
on a semi-annual basis (or more frequently if appropriate). The Compliance and Risk Oversight Committee assists the Board in overseeing
the activities of the Fund’s Chief Compliance Officer (“CCO”), and the CCO provides an annual report to the Compliance
and Risk Oversight Committee and the Board regarding material compliance matters. The Compliance and Risk Oversight Committee and
the Board receive and consider other reports from the CCO throughout the year. The Investment Committee assists the Board in overseeing
investment matters. The Investment Committee receives reports from the Investment Manager relating to investment performance, including
information regarding investment risk. The Audit Committee assists the Board in reviewing financial matters, including matters
relating to financial reporting risks and valuation risks. The Board may, at any time and in its discretion, change the manner
in which it conducts its risk oversight role.
Trustees
and Officers. There are currently eight members of the Board of Trustees, seven of whom are not “interested persons”
of the Trust, as that term is defined in the 1940 Act (“Independent Trustees” or “Non-Interested Trustees”).
The Trust’s Board of Trustees (i) provides broad supervision over the affairs of the Trust and the Fund and (ii) elects officers
who are responsible for the day-to-day operations of the Fund and the execution of policies formulated by the Board.
The first table below provides information
about the Independent Trustees and the second table below provides information about the Trust’s “interested”
trustee and the Trust’s officers.
NON-INTERESTED TRUSTEES
NAME,
YEAR OF
BIRTH AND
ADDRESS*
|
POSITION
HELD WITH
THE TRUST
|
TERM
OF
OFFICE** AND
LENGTH OF
TIME SERVED
|
PRINCIPAL
OCCUPATION(S) DURING
PAST 5 YEARS
|
NUMBER
OF
PORTFOLIOS
IN FUND
COMPLEX***
OVERSEEN BY
TRUSTEE
|
OTHER
DIRECTORSHIPS
FOR PUBLIC COMPANIES
AND OTHER REGISTERED
INVESTMENT COMPANIES
HELD BY TRUSTEE
|
HILARY
E. ACKERMANN
(1956)
|
Trustee
|
Since
2017
|
Ms.
Ackermann served as Chief Risk Officer at Goldman Sachs Bank USA from October 2008 to November 2011. Ms. Ackermann has served
as a Director of Dynegy, Inc. from October 2012 through April 2018. Upon the merger of Dynegy, Inc. with Vistra Energy Corporation,
Ms. Ackermann became a member of the Board of Directors of Vistra Energy Corporation effective May 2018. Ms. Ackerman also
serves as a Director of Credit Suisse Holdings (USA), Inc. since January 2017.
|
81
|
Ms. Ackermann has served as a Director of as Dynegy, Inc.
from October 2012 through April 2018. Upon the merger of Dynegy, Inc. with Vistra Energy Corporation, Ms. Ackermann became a member
of the Board of Directors of Vistra Energy Corporation effective May 2018. Ms. Ackerman serves as a Director of Credit Suisse
Holdings (USA), Inc. from January 2017 to present.
|
ROBIN
C. BEERY
(1967)
|
Trustee
|
Since
2016
|
Ms.
Beery has served as a consultant to ArrowMark Partners (an alternative asset manager) since March of 2015 and since
November 2018 has been employed by ArrowMark Partners as a Senior Advisor. Previously, she was Executive Vice President, Head
of Distribution, for Janus Capital Group, and Chief Executive Officer and President of the Janus Mutual Funds (a global asset
manager) from September 2009 to August 2014.
|
81
|
Ms.
Beery serves as a Director of UMB Financial Corporation (January 2015 to present).
|
LYNN
S. BIRDSONG
(1946)
|
Trustee
and Chair of the Board
|
Trustee
since 2017; Chair of the Board since 2019
|
Mr.
Birdsong currently serves as a Director of Aberdeen Global and Aberdeen Global II (investment funds) (since September 2014),
Aberdeen Islamic SICAV and Aberdeen Liquidity Fund (investment funds) (since 2016), and Aberdeen Alpha Fund (since December
2017). Mr. Birdsong served as an Independent Director of Nomura Partners Funds, Inc. (formerly, The Japan Fund) (April 2003
to February 2015) and as a Director of the Sovereign High Yield Investment Company (April 2010 to June 2014). From
2003 to March 2005, Mr. Birdsong was an Independent Director of the Atlantic Whitehall Funds. From 1979 to 2002, Mr. Birdsong
was a Managing Director of Zurich Scudder Investments, an investment management firm. During his employment with Scudder,
Mr. Birdsong was an Interested Director of The Japan Fund. From January 1981 through December 2013, Mr. Birdsong
was a partner in Birdsong Company, an advertising specialty firm.
|
81
|
None
|
CHRISTINE
R. DETRICK
(1958)
|
Trustee
|
Since
2017
|
Ms.
Detrick has served as a Director of Reinsurance Group of America since January 2014. Previously, she was a director
of Forest City Realty Trust (a real estate company) from November 2014 to March 2018, a Director of Forethought Financial
Group, Inc. (a financial services company) from January 2012 to January 2014, and a Senior Partner/Advisor at Bain & Company
(a management consulting firm) from September 2002 to December 2012.
|
81
|
Ms.
Detrick serves as a Director of Reinsurance Group of America (January 2014 to present).
|
DUANE
E. HILL
(1945)
|
Trustee
|
Since
2017
|
Mr.
Hill is a Partner of TSG Ventures L.P., a private equity investment company. Mr. Hill is a former partner of TSG Capital Group,
a private equity investment firm that served as sponsor and lead investor in leveraged buyouts of middle market companies.
|
81
|
None
|
LEMMA
W. SENBET
(1946)
|
Trustee
|
Since
2017
|
Dr.
Senbet currently serves as the William E. Mayer Chair Professor of Finance, and
|
81
|
None
|
NAME,
YEAR OF
BIRTH AND
ADDRESS*
|
POSITION
HELD WITH
THE TRUST
|
TERM
OF
OFFICE** AND
LENGTH OF
TIME SERVED
|
PRINCIPAL
OCCUPATION(S) DURING
PAST 5 YEARS
|
NUMBER
OF
PORTFOLIOS
IN FUND
COMPLEX***
OVERSEEN BY
TRUSTEE
|
OTHER
DIRECTORSHIPS
FOR PUBLIC COMPANIES
AND OTHER REGISTERED
INVESTMENT COMPANIES
HELD BY TRUSTEE
|
|
|
|
previously
was the Founding Director, Center for Financial Policy, in the Robert H. Smith School of Business at the University of Maryland. He
was chair of the Finance Department Robert H. Smith School of Business at the University of Maryland from 1998 to 2006. In
June 2013, he began a sabbatical from the University to serve as Executive Director of the African Economic Research Consortium
which focuses on economic policy research and training, which he completed in 2018. Previously, he was a chaired
professor of finance at the University of Wisconsin-Madison. Also, he was a Director of the Fortis Funds from March 2000 to
July 2002. Dr. Senbet served as Director of the American Finance Association and President of the Western Finance Association.
In 2006, Dr. Senbet was inducted Fellow of Financial Management Association International for his career-long distinguished
scholarship and professional service.
|
|
|
DAVID SUNG
(1953)
|
Trustee
|
Since
2016
|
Mr.
Sung has served as a Director of Nippon Wealth Bank since April 2015 and CITIC-Prudential Fund Management Company, Inc. since
January 2016. Mr. Sung is an Independent Director of six private investment funds, and two closed-end
registered investment companies, sponsored by Ironwood Capital Management. Previously, he was a Partner at Ernst
& Young LLP from October 1995 to July 2014.
|
81
|
Mr.
Sung serves as a Trustee of Ironwood Institutional Multi-Strategy Fund, LLC and Ironwood Multi-Strategy Fund, LLC (October
2015 to present) (2 portfolios).
|
*
|
The address for each Trustee is c/o Hartford Funds 690
Lee Road, Wayne, PA 19087.
|
**
|
Each Trustee may serve until his or her successor is
elected and qualifies.
|
***
|
The portfolios of the “Fund Complex”
are series of The Hartford Mutual Funds, Inc., The Hartford Mutual Funds II, Inc., Hartford
Series Fund, Inc., Hartford HLS Series Fund II, Inc., Hartford Funds Master Fund, Hartford
Funds NextShares Trust, Lattice Strategies Trust, Hartford Funds Exchange-Traded Trust,
and Hartford Schroders Opportunistic Income Fund.
|
OFFICERS AND INTERESTED
TRUSTEE
NAME,
YEAR OF
BIRTH AND
ADDRESS*
|
POSITION
HELD WITH
THE TRUST
|
TERM
OF
OFFICE** AND
LENGTH OF
TIME SERVED
|
PRINCIPAL
OCCUPATION(S) DURING
PAST 5 YEARS
|
NUMBER
OF
PORTFOLIOS
IN FUND
COMPLEX***
OVERSEEN
BY
TRUSTEE
|
OTHER
DIRECTORSHIPS
HELD BY
TRUSTEE
|
JAMES E. DAVEY****
(1964)
|
Trustee,
President and Chief Executive Officer
|
Since
2017; President and Chief Executive Officer since 2017
|
Mr.
Davey serves as Executive Vice President of The Hartford Financial Services Group, Inc. Additionally, Mr. Davey serves as
Chairman of the Board, Manager, and Senior Managing Director of Hartford Funds Distributors, LLC (“HFD”). He also
currently serves as Director, Chairman of the Board, President and Senior Managing Director of Hartford Administrative Services
Company (“HASCO”). Mr. Davey also serves as President, Manager, Chairman of the Board, and Senior Managing Director
for Hartford Funds Management Company, LLC (“HFMC”), and Director, Chairman, President, and Senior Managing Director
for Hartford Funds Management Group, Inc. ("HFMG"). Mr. Davey also serves as Manager, Chairman of the Board, and
President of Lattice Strategies LLC (since July 2016). Mr. Davey has served in various positions within The Hartford
and its subsidiaries in connection with the operation of the Hartford Funds. Mr. Davey joined The Hartford in 2002.
|
81
|
None
|
NAME,
YEAR OF
BIRTH AND
ADDRESS*
|
POSITION
HELD WITH
THE TRUST
|
TERM
OF
OFFICE** AND
LENGTH OF
TIME SERVED
|
PRINCIPAL
OCCUPATION(S) DURING
PAST 5 YEARS
|
NUMBER
OF
PORTFOLIOS
IN FUND
COMPLEX***
OVERSEEN
BY
TRUSTEE
|
OTHER
DIRECTORSHIPS
HELD BY
TRUSTEE
|
Andrew S.
Decker
(1963)
|
AML
Compliance Officer
|
Since
2016
|
Mr.
Decker serves as Chief Compliance Officer and AML Compliance Officer of HASCO (since April 2015) and Vice President of HASCO
(since April 2018). Mr. Decker serves as AML Officer of HFD (since May 2015). Mr. Decker also serves
as Vice President of HFMG (since April 2018). Prior to joining The Hartford, Mr. Decker served as Vice President
and AML Officer at Janney Montgomery Scott (a broker dealer) from April 2011 to January 2015. Mr. Decker served
as AML Compliance and Sanctions Enforcement Officer at SEI Investments from December 2007 to April 2011.
|
N/A
|
N/A
|
AMY N. FURLONG
(1979)
|
Vice
President and Treasurer
|
Since
2018
|
Ms.
Furlong serves as Vice President and Assistant Treasurer of HFMC (since September 2019). Ms. Furlong has served in various
positions within The Hartford and its subsidiaries in connection with the operation of the Hartford Funds. Ms. Furlong joined
The Hartford in 2004. Prior to joining The Hartford, Ms. Furlong worked at KPMG LLP in audit services.
|
N/A
|
N/A
|
Walter F.
Garger
(1965)
|
Vice
President and Chief Legal Officer
|
Since
2016
|
Mr.
Garger serves as Secretary, Managing Director and General Counsel of HFD, HASCO, HFMC and HFMG (since 2013). Mr. Garger also
serves as Secretary and General Counsel of Lattice Strategies LLC (since July 2016). Mr. Garger has served in various
positions within The Hartford and its subsidiaries in connection with the operation of the Hartford Funds. Mr. Garger joined
The Hartford in 1995.
|
N/A
|
N/A
|
theodore
j. lucas
(1966)
|
Vice
President
|
Since
2017
|
Mr.
Lucas serves as Executive Vice President of HFMG (since July 2016) and as Executive Vice President of Lattice Strategies LLC
(since June 2017). Previously, Mr. Lucas served as Managing Partner of Lattice Strategies LLC (2003 to 2016).
|
N/A
|
N/A
|
Joseph G.
Melcher
(1973)
|
Chief
Compliance Officer and Vice President
|
Since
2016
|
Mr. Melcher serves as Executive Vice President of
HFD (since December 2013) and has served as President (from April 2018 to June 2019) and Chief Executive Officer (from
April 2018 to June 2019) of HFD. He also serves as Executive Vice President of HFMG and HASCO (since December 2013). Mr.
Melcher also serves as Executive Vice President (since December 2013) and Chief Compliance Officer (since December 2012)
of HFMC. Mr. Melcher also serves as Executive Vice President and Chief Compliance Officer of Lattice Strategies, LLC (since
July 2016). Mr. Melcher has served in various positions within The Hartford and its subsidiaries in connection with the
operation of the Hartford Funds since joining The Hartford in 2012. Prior to joining The Hartford, Mr. Melcher worked
at Touchstone Investments, a member of the Western & Southern Financial Group, where he held the position of Vice
President and Chief Compliance Officer from 2010 through 2012 and Assistant Vice President, Compliance from 2005 to 2010.
|
N/A
|
N/A
|
Vernon J.
Meyer
(1964)
|
Vice
President
|
Since
2016
|
Mr.
Meyer serves as Managing Director and Chief Investment Officer of HFMC and Managing Director of HFMG (since 2013). Mr. Meyer
has served in various positions within The Hartford and its subsidiaries in connection with the operation of the Hartford
Funds. Mr. Meyer joined The Hartford in 2004.
|
N/A
|
N/A
|
Alice A.
Pellegrino
(1960)
|
Vice
President and Assistant Secretary
|
Since
2016
|
Ms. Pellegrino
serves as Vice President of HFMG (since December 2013). Ms. Pellegrino also serves as Vice President and Assistant
Secretary of Lattice Strategies
|
N/A
|
N/A
|
NAME, YEAR OF
BIRTH AND
ADDRESS*
|
POSITION
HELD WITH
THE TRUST
|
TERM OF
OFFICE** AND
LENGTH OF
TIME SERVED
|
PRINCIPAL OCCUPATION(S) DURING
PAST 5 YEARS
|
NUMBER
OF
PORTFOLIOS
IN FUND
COMPLEX***
OVERSEEN
BY
TRUSTEE
|
OTHER
DIRECTORSHIPS
HELD BY
TRUSTEE
|
|
|
|
LLC (since June 2017). Ms. Pellegrino is a Senior Counsel and has served in various positions within The Hartford and its subsidiaries in connection with the operation of the Hartford Funds. Ms. Pellegrino joined The Hartford in 2007.
|
|
|
THOMAS R. PHILLIPS (1960)
|
Vice President and Secretary
|
Since 2017
|
Mr. Phillips currently serves as Vice President (since February 2017) and Assistant Secretary (since June 2017) for HFMG. Mr. Phillips is Deputy General Counsel for HFMG. Prior to joining HFMG in 2017, Mr. Phillips was a Director and Chief Legal Officer of Saturna Capital Corporation from 2014–2016. Prior to that, Mr. Phillips was a Partner and Deputy General Counsel of Lord, Abbett & Co. LLC.
|
N/A
|
N/A
|
*
|
The address for each officer and Trustee is
c/o Hartford Funds 690 Lee Road, Wayne, PA 19087.
|
**
|
Each Trustee holds an indefinite term until the earlier
of (i) the election and qualification of his or her successor or (ii) when the Trustee turns 75 years of age. Each officer shall
serve until his or her successor is elected and qualifies.
|
***
|
The portfolios of the “Fund Complex” are series
of The Hartford Mutual Funds, Inc., The Hartford Mutual Funds II, Inc., Hartford Series Fund,
Inc., Hartford HLS Series Fund II, Inc., Hartford Funds Master Fund, Hartford Funds NextShares
Trust, Lattice Strategies Trust, Hartford Funds Exchange-Traded Trust, and Hartford Schroders
Opportunistic Income Fund.
|
****
|
“Interested person,”
as defined in the 1940 Act, of the Trust because of the person’s affiliation with,
or equity ownership of HFMC or affiliated companies.
|
All trustees and officers of the Trust
also hold corresponding positions with The Hartford Mutual Funds, Inc., The Hartford Mutual Funds II, Inc., Hartford Series Fund,
Inc., Hartford HLS Series Fund II, Inc., Hartford Funds Master Fund, Hartford Funds NextShares Trust, Lattice Strategies Trust,
and Hartford Schroders Opportunistic Income Fund.
STANDING COMMITTEES. As
described in more detail below, the Board has established five standing committees that assist the Board in fulfilling its oversight
responsibilities: the Audit Committee, Compliance and Risk Oversight Committee, Contracts Committee, Investment Committee and
Nominating and Governance Committee (collectively, the “Committees”). The Trust does not have a standing compensation
committee. However, the Nominating and Governance Committee is responsible for making recommendations to the Board regarding the
compensation of the non-interested members of the Board. The Board has adopted written charters for the Audit Committee, the Compliance
and Risk Oversight Committee, the Investment Committee, and the Nominating and Governance Committee.
The Audit Committee currently consists
of the following non-interested trustees: Hilary E. Ackermann, Lynn S. Birdsong and David Sung. The Audit Committee (i) oversees
the Fund’s accounting and financial reporting policies and practices, their internal controls and, as appropriate, the internal
controls of certain service providers; (ii) assists the Board of Trustees in its oversight of the qualifications, independence
and performance of the Fund’s independent registered public accounting firm; the quality, objectivity and integrity of the
Fund’s financial statements and the independent audit thereof; and the performance of the Fund’s internal audit function;
and (iii) acts as a liaison between the Fund’s independent registered public accounting firm and the respective full board.
The Fund’s independent registered accounting firm reports directly to the Audit Committee, and the Audit Committee regularly
reports to the Board of Trustees.
Management is responsible for maintaining
appropriate systems for accounting. The Trust’s independent registered public accounting firm is responsible for conducting
a proper audit of the Fund’s financial statements and is ultimately accountable to
the Audit Committee. The Audit Committee has the ultimate authority and responsibility to select (subject to approval by the non-interested
trustees and ratification by the Trust shareholders, as required) and evaluate the Trust's independent registered public accounting
firm, to determine the compensation of the Trust's independent registered public accounting firm and, when appropriate, to replace
the Trust's independent registered public accounting firm.
The Compliance and Risk Oversight Committee
currently consists of Hilary E. Ackermann, Lynn S. Birdsong and David Sung. The Compliance and Risk Oversight Committee assists
the Board in its oversight of the adoption and implementation of compliance and enterprise risk management policies and procedures.
The Contracts Committee currently consists
of all non-interested trustees of the Trust: Hilary E. Ackermann, Robin C. Beery, Lynn S. Birdsong, Christine R. Detrick, Duane
E. Hill, Lemma W. Senbet and David Sung. The Contracts Committee assists the Board in its consideration and review of fund contracts
and the consideration of strategy-related matters.
The Investment Committee currently consists
of Robin C. Beery, Christine R. Detrick, Duane E. Hill and Lemma W. Senbet. The Investment Committee assists the Board in its oversight
of the Fund’s investment performance and related matters.
The Nominating and Governance Committee
currently consists of all non-interested trustees of the Trust: Hilary E. Ackermann, Robin C. Beery, Lynn S. Birdsong, Christine
R. Detrick, Duane E. Hill, Lemma W. Senbet and David Sung. The Nominating and Governance Committee: (i) screens and selects candidates
to the applicable Board of Trustees and (ii) periodically reviews and evaluates the
compensation of the non-interested trustees
and makes recommendations to the Board of Trustees regarding the compensation of, and expense reimbursement policies with respect
to, non-interested trustees. The Nominating and Governance Committee is also authorized to consider and make recommendations to
the Board regarding governance policies, including, but not limited to, any retirement policy for non-interested trustees. The
Nominating and Governance Committee will consider nominees recommended by shareholders for non-interested trustee positions if
a vacancy among the non-interested trustees occurs and if the nominee meets the Committee’s criteria.
During the fiscal year ended July 31,
2019, the above referenced committees (or sub-committee thereof) met the following number of times: Audit Committee — 4
times, Investment Committee — 6 times, Nominating and Governance Committee — 2 times, Contracts Committee —
1 time and Compliance and Risk Oversight Committee — 4 times.
Individual
Trustee Qualifications. The Board has concluded that each of the Trustees should serve on the Board because of his or
her ability to review and understand information about the Fund provided to him or her by management, to identify and request other
information he or she may deem relevant to the performance of his or her duties, to question management and other service providers
regarding material factors bearing on the management and administration of the Fund, and to exercise his or her business judgment
in a manner that serves the best interests of the Fund’s shareholders. The Board has concluded that each of the Trustees
should serve as a Trustee based on his or her own experience, qualifications, attributes and skills as described below.
Hilary E. Ackermann. Ms. Ackermann
has over twenty-five years of credit, financial and risk management experience, including serving as Chief Risk Officer at Goldman
Sachs Bank USA.
Robin C. Beery. Ms. Beery is an
experienced business executive with over 25 years of experience in the financial services industry including extensive experience
related to the global distribution of mutual funds and institutional strategies for a large investment adviser.
Lynn S. Birdsong. Mr. Birdsong served
in senior executive and portfolio management positions for investment management firms for more than 25 years. He has served as
a director of other mutual funds for more than 10 years.
James E. Davey. Mr. Davey joined
The Hartford in 2002 and has served in various positions within The Hartford and its subsidiaries in connection with the operation
of the Hartford Funds. Prior to joining The Hartford, Mr. Davey served in various management roles at Merrill Lynch, including
director of 401(k) alliance management and director of corporate and institutional 401(k) product management, overseeing product
profitability and marketing strategy. Mr. Davey currently serves on the Board of Governors for the Investment Company Institute
(ICI).
Christine R. Detrick. Ms. Detrick
has over 30 years of experience leading and advising financial services companies and investors. She previously served as a director,
head of the Americas financial services practice and senior advisor at a management consulting firm, and as the chief executive
officer of a private savings bank.
Duane E. Hill. Mr. Hill has more
than 35 years of experience in senior executive positions in the banking, venture capital and private equity industries.
Lemma W. Senbet. Dr. Senbet, for
more than 30 years, has served as a professor of finance, including serving as the Director of Center for Financial Policy and
as the chair of the finance department at a major university. He has served the finance profession in various capacities, including
as a director or officer of finance associations.
David Sung. Mr. Sung is an experienced
financial services and auditing professional with over 37 years of experience serving clients in the investment management business.
References to the experience, attributes
and skills of Trustees above are pursuant to requirements of the SEC and do not constitute holding out of the Board or any Trustee
as having any special expertise or experience, and shall not impose any greater responsibility or liability on any such person
or on the Board by reason thereof.
In its periodic assessment of the effectiveness
of the Board, the Board considers the complementary individual skills and experience of the individual Trustees primarily in the
broader context of the Board’s overall composition so that the Board, as a body, possesses the appropriate (and appropriately
diverse) skills and experience to oversee the business of the Fund.
COMPENSATION OF OFFICERS AND TRUSTEES.
No officer, trustee or employee of HFMC, its parent or subsidiaries receives any compensation from the Trust for serving as
an officer or Trustee of the Trust. The chart below sets forth the compensation paid to the following trustees for the fiscal year
ended July 31, 2019 and certain other information.
Name of Person, Position
|
|
Aggregate Compensation
From the Fund
|
|
Pension Or Retirement
Benefits Accrued As
Part of Fund Expenses
|
|
Estimated Annual
Benefits Upon Retirement
|
|
Total Compensation From
the Fund Complex Paid
To Trustees
|
|
Hilary E. Ackermann, Trustee
|
|
N/A
|
|
None
|
|
None
|
|
$
|
307,000
|
|
Robin C. Beery, Trustee
|
|
N/A
|
|
None
|
|
None
|
|
$
|
276,000
|
|
Lynn S. Birdsong, Trustee
|
|
N/A
|
|
None
|
|
None
|
|
$
|
323,000
|
|
Christine R. Detrick, Trustee
|
|
N/A
|
|
None
|
|
None
|
|
$
|
278,000
|
|
Duane E. Hill, Trustee
|
|
N/A
|
|
None
|
|
None
|
|
$
|
323,000
|
|
William P. Johnston, Trustee*
|
|
N/A
|
|
None
|
|
None
|
|
$
|
468,000
|
|
Phillip O. Peterson, Trustee**
|
|
N/A
|
|
None
|
|
None
|
|
$
|
323,000
|
|
Lemma W. Senbet, Trustee
|
|
N/A
|
|
None
|
|
None
|
|
$
|
278,000
|
|
David Sung, Trustee
|
|
N/A
|
|
None
|
|
None
|
|
$
|
276,000
|
|
|
*
|
Mr. Johnston retired as a Trustee of the Board effective
September 23, 2019.
|
|
**
|
Mr. Peterson
retired as a Trustee of the Board effective December 5, 2019.
|
OWNERSHIP OF FUND SHARES. The following
tables disclose the dollar range of equity securities beneficially owned by each trustee as of December 31, 2019 (i) in the Fund
and (ii) on an aggregate basis in any registered investment companies overseen by the trustee within the same family of investment
companies:
NON-INTERESTED TRUSTEES
NAME
OF TRUSTEE
|
|
DOLLAR
RANGE OF EQUITY
SECURITIES IN THE FUND
|
|
AGGREGATE
DOLLAR RANGE OF EQUITY
SECURITIES IN ALL REGISTERED INVESTMENT
COMPANIES OVERSEEN BY TRUSTEE IN FAMILY
OF INVESTMENT COMPANIES
|
Hilary E. Ackermann
|
|
N/A
|
|
Over $100,000
|
Robin C. Beery
|
|
N/A
|
|
Over $100,000
|
Lynn S. Birdsong
|
|
N/A
|
|
Over $100,000
|
Christine R. Detrick
|
|
N/A
|
|
Over $100,000
|
Duane E. Hill
|
|
N/A
|
|
Over $100,000
|
Lemma W. Senbet
|
|
N/A
|
|
Over $100,000
|
David Sung
|
|
N/A
|
|
None
|
INTERESTED TRUSTEE
NAME
OF TRUSTEE
|
|
DOLLAR
RANGE OF EQUITY
SECURITIES IN THE FUND
|
|
AGGREGATE
DOLLAR RANGE OF EQUITY
SECURITIES IN ALL REGISTERED INVESTMENT
COMPANIES OVERSEEN BY TRUSTEE IN FAMILY
OF INVESTMENT COMPANIES
|
James E. Davey
|
|
N/A
|
|
Over $100,000
|
CONTROL PERSONS AND PRINCIPAL SECURITY
HOLDERS
As of the date of this SAI, the Fund
had not commenced operations, and, therefore, the officers and trustees of the Trust as a group beneficially owned no shares of
the Fund and, as of that date, no person held an interest in the Fund equal to 5% or more of outstanding shares of the Fund.
INVESTMENT MANAGEMENT ARRANGEMENTS
The Trust, on behalf of the Fund, has entered
into an investment management agreement with HFMC. The investment management agreement provides that HFMC, subject to the supervision
and approval of the Trust’s Board of Trustees, is responsible for the management of the Fund. In addition, HFMC or its affiliate(s)
provides administrative services to the Trust and the Fund. HFMC or its affiliate(s) have also agreed to arrange for the provision
of additional services necessary for the proper operation of the Trust and the Fund. HFMC pays for these services pursuant to the
Fund’s unitary management fee structure.
With respect to the Fund, HFMC has entered
into an investment sub-advisory agreement with Wellington Management. Under the investment sub-advisory agreement, the sub-adviser,
subject to the general supervision of the Trust’s Board of Trustees and HFMC, is responsible for (among other things) the
investment and reinvestment of the assets of the Fund and furnishing the Fund with advice and recommendations with respect to investments
and the purchase and sale of appropriate securities for the Fund.
As provided by the investment management
agreement, the Fund pays HFMC an investment management fee that is accrued daily and paid monthly, equal on an annual basis to
a stated percentage of the Fund’s average daily net assets. With respect to the Fund, HFMC (not the Fund) pays the sub-advisory
fees to the sub-adviser.
MANAGEMENT FEES
The Fund pays a monthly management fee to HFMC based on a stated
percentage of the Fund’s average daily net asset value as follows:
FUND
|
|
ANNUAL
RATE
|
|
Core
Bond ETF
|
|
|
0.29
|
%
|
Under the investment management agreement,
HFMC shall pay all expenses of the Trust, except for: (i) interest and taxes; (ii) brokerage commissions and other expenses (such
as stamp taxes) connected with the execution of portfolio transactions; (iii) expenses incident to the creation and redemption
of its shares; (iv) legal fees in connection with any arbitration, litigation or pending or threatened arbitration or litigation,
including any settlements in connection therewith and any obligation which the Trust may have to indemnify its officers and Trustees
with respect thereto; (v) distribution fees and expenses paid by the Trust under any distribution plan adopted pursuant to Rule
12b-1 under the 1940 Act; (vi) such extraordinary non-recurring expenses as may arise; and (vii) acquired fund fees and expenses.
ADVISORY FEE PAYMENT HISTORY
Because the Fund has not commenced operations
as of the date of this SAI, there is no advisory fee or sub-advisory fee payment information for the Fund.
Pursuant to the investment management agreement,
HFMC is not liable to the Fund or its shareholders for an error of judgment or mistake of law or for a loss suffered by the Fund
in connection with the matters to which its agreement relates, except a loss resulting from willful misfeasance, bad faith or gross
negligence on the part of HFMC in the performance of its duties or from its reckless disregard of the obligations and duties under
the agreement.
Pursuant to the investment sub-advisory
agreement, the sub-adviser must discharge its duties under the sub-advisory agreement with the care, skill, prudence and diligence
under the circumstances then prevailing that a prudent investment professional acting in a similar capacity and familiar with such
matters would use. Unless the sub-adviser breaches this standard of care or under applicable law, the sub-adviser is not liable
to the Trust, the Fund, HFMC or its affiliates for any of its acts or omissions, or any acts or omissions of any other person or
entity, in the course of or connected with the sub-adviser performing its obligations under the sub-advisory agreement. If the
sub-adviser breaches this standard of care or under applicable law, the sub-adviser is responsible for indemnifying and holding
harmless HFMC and its affiliates from all claims, losses, expenses, obligations and liabilities (including reasonable attorney’s
fees) resulting from: (1) the sub-adviser causing the Fund to be in material violation of
any applicable federal or state law, rule or regulation or in violation of any investment policy set forth in the Fund’s
current registration statement; (2) any untrue statement of a material fact contained in the registration statement or certain
other materials or the omission to state therein a material fact known to the sub-adviser that was required to be stated therein
or necessary to make the statements therein not misleading, if the statement or omission was made in reliance upon information
provided by the sub-adviser in writing for use in such materials; (3) a material breach of the investment sub-advisory agreement;
or (4) any willful misfeasance, bad faith, negligence or reckless disregard on the part of the sub-adviser in the performance of
its duties and obligations under the investment sub-advisory agreement (except to the extent that the loss results from HFMC’s
or the Trust’s willful misfeasance, bad faith, negligence, or reckless disregard in the performance of their respective duties
and obligations under the sub-advisory agreement or the applicable investment management agreement).
HFMC, whose business address is 690
Lee Road, Wayne, PA 19087, was organized in 2012. As of December 31, 2019, HFMC and its wholly owned subsidiary, Lattice Strategies
LLC, had approximately $127 billion in assets under management.
Wellington Management is a Delaware limited
liability partnership with principal offices at 280 Congress Street, Boston, MA 02210. Wellington Management is a professional
investment counseling firm that provides investment services to investment companies, employee benefit plans, endowments, foundations
and other institutions. Wellington Management and its predecessor organizations
have provided investment advisory services
for over 80 years. Wellington Management is owned by the partners of Wellington Management Group LLP, a Massachusetts limited
liability partnership. As of December 31, 2019, Wellington Management and its investment advisory affiliates had investment management
authority with respect to approximately $1.15 trillion in assets.
HFMC also provides the Fund with accounting
services pursuant to a fund accounting agreement by and between the Trust, on behalf of its respective Funds, and HFMC. HFMC is
not entitled to any compensation under this agreement. HFMC has delegated certain accounting service functions to State Street
Bank and Trust Company. The costs and expenses of such delegation are borne by HFMC, not by the Fund.
PORTFOLIO MANAGERS
OTHER ACCOUNTS SUB-ADVISED OR MANAGED BY WELLINGTON MANAGEMENT
PORTFOLIO MANAGERS
The following table lists the number and
types of other accounts sub-advised or managed by the Wellington Management portfolio managers and assets under management in those
accounts as of December 31, 2019:
PORTFOLIO MANAGER
|
|
OTHER
REGISTERED
INVESTMENT
COMPANY
ACCOUNTS
|
|
|
ASSETS
MANAGED
(in millions)
|
|
|
OTHER
POOLED
INVESTMENT VEHICLES
|
|
|
ASSETS
MANAGED
(in millions)
|
|
|
OTHER
ACCOUNTS
|
|
|
ASSETS
MANAGED
(in millions)
|
|
Robert D. Burn,
CFA
|
|
|
15
|
|
|
|
7,724
|
|
|
|
18
|
|
|
|
4,842
|
|
|
|
41
|
(1)
|
|
|
14,167
|
|
Campe Goodman, CFA
|
|
|
16
|
|
|
|
7,742
|
|
|
|
15
|
|
|
|
5,080
|
|
|
|
41
|
(2)
|
|
|
14,456
|
|
Joseph F. Marvan, CFA
|
|
|
18
|
|
|
|
32,904
|
|
|
|
24
|
|
|
|
6,483
|
|
|
|
69
|
(3)
|
|
|
34,175
|
|
(1) The advisory fee for
one other account is based upon performance. Assets under management in the other
account totals approximately $840 million.
(2)
The advisory fee for one other account is based upon performance. Assets under management
in the other account totals approximately $840 million.
(3)
The advisory fee for one other account is based upon performance. Assets under management
in the other account totals approximately $840 million.
CONFLICTS OF INTEREST BETWEEN THE FUND SUB-ADVISED BY WELLINGTON
MANAGEMENT PORTFOLIO MANAGERS AND OTHER ACCOUNTS
Individual investment professionals at
Wellington Management manage multiple accounts for multiple clients. These accounts may include mutual funds, separate accounts
(assets managed on behalf of institutions, such as pension funds, insurance companies, foundations, or separately managed account
programs sponsored by financial intermediaries), bank common trust accounts, and hedge funds. The portfolio managers listed in
the prospectus who are primarily responsible for the daily investment of the assets of the Fund (“Investment Professionals”)
generally manage accounts in several different investment styles. These accounts may have investment objectives, strategies, time
horizons, tax considerations and risk profiles that differ from those of the Fund. The Investment Professionals make investment
decisions for each account, including the Fund, based on the investment objectives, policies, practices, benchmarks, cash flows,
tax and other relevant investment considerations applicable to that account. Consequently, the Investment Professionals may purchase
or sell securities, including IPOs, for one account and not another account, and the performance of securities purchased for one
account may vary from the performance of securities purchased for other accounts. Alternatively, these accounts may be managed
in a similar fashion to the relevant Fund and thus the accounts may have similar, and in some cases nearly identical, objectives,
strategies and/or holdings to that of the relevant Fund.
An Investment Professional or other investment
professionals at Wellington Management may place transactions on behalf of other accounts that are directly or indirectly contrary
to investment decisions made on behalf of the relevant Fund, or make investment decisions that are similar to those made for the
relevant Fund, both of which have the potential to adversely impact the relevant Fund depending on market conditions. For example,
an investment professional may purchase a security in one account while appropriately selling that same security in another account.
Similarly, an Investment Professional may purchase the same security for the relevant Fund and one or more other accounts at or
about the same time. In those instances other accounts will have access to their respective holdings prior to the public disclosure
of the relevant Fund’s holdings. In addition, some of these accounts have fee structures, including performance fees, which
are or have the potential to be higher, in some cases significantly higher, than the fees Wellington Management receives for managing
the Fund. The Investment Professionals may also manage accounts which pay performance allocations to Wellington Management or its
affiliates (as indicated in the notes to the chart above entitled “Other Accounts Sub-Advised or Managed by Wellington Management
Portfolio Managers”). Because incentive payments paid by Wellington Management to the Investment Professionals are tied to
revenues earned by Wellington Management, and, where noted, to the performance achieved by the manager in each account, the incentives
associated with any given account may be significantly higher or lower than those associated with other accounts managed by a given
Investment Professional. Finally, the Investment Professionals may hold shares or investments in the other pooled investment vehicles
and/or other accounts identified above.
Wellington Management’s goal is to
meet its fiduciary obligation to treat all clients fairly and provide high quality investment services to all of its clients. Wellington
Management has adopted and implemented policies and procedures, including brokerage and trade allocation policies and procedures,
which it believes address the conflicts associated with managing multiple accounts for multiple clients. In addition, Wellington
Management monitors a variety of areas, including compliance with primary account guidelines, the allocation of IPOs, and compliance
with the firm’s Code of Ethics, and places additional investment restrictions on investment
professionals who manage hedge
funds and certain other accounts. Furthermore, senior investment and business personnel at Wellington Management periodically review
the performance of Wellington Management’s investment professionals. Although Wellington Management does not track the time
an investment professional spends on a single account, Wellington Management does periodically assess whether an investment professional
has adequate time and resources to effectively manage the investment professional’s various client mandates.
COMPENSATION OF WELLINGTON MANAGEMENT PORTFOLIO MANAGERS
Wellington
Management receives a fee based on the assets under management of the Fund as set forth in the Investment Sub-Advisory Agreement
between Wellington Management and HFMC on behalf of the Fund. Wellington Management pays its investment professionals out of its
total revenues, including the advisory fees earned with respect to the Fund. The following information relates to the fiscal year
ended July 31, 2019.
Wellington Management’s compensation
structure is designed to attract and retain high-caliber investment professionals necessary to deliver high quality investment
management services to its clients. Wellington Management’s compensation of the Investment Professionals includes a base
salary and incentive components. The base salary for each Investment Professional who is a partner (“Partner”) of Wellington
Management Group LLP, the ultimate holding company of Wellington Management, is generally a fixed amount that is determined by
the managing partners of Wellington Management Group LLP. The base salaries for the other Investment Professionals are determined
by the Investment Professionals’ experience and performance in their roles as Investment Professionals. Base salaries for
Wellington Management’s employees are reviewed annually and may be adjusted based on the recommendation of an Investment
Professional’s manager, using guidelines established by Wellington Management’s Compensation Committee, which has final
oversight responsibility for base salaries of employees of the firm. Each Investment Professional managing the Fund is eligible
to receive an incentive payment based on the revenues earned by Wellington Management from the relevant Fund managed by the Investment
Professional and generally each other account managed by such Investment Professional. Most Investment Professionals’ incentive
payment relating to the relevant Fund is linked to the gross pre-tax performance of the portion of the Fund managed by the Investment
Professional compared to the benchmark index and/or peer group identified below over one-, three- and five-year periods, with an
emphasis on five-year results. Wellington Management applies similar incentive compensation structures (although the benchmarks
or peer groups, time periods and rates may differ) to other accounts managed by these Investment Professionals, including accounts
with performance fees.
Portfolio-based incentives across all
accounts managed by an investment professional can, and typically do, represent a significant portion of an investment professional’s
overall compensation; incentive compensation varies significantly by individual and can vary significantly from year to year.
The Investment Professionals may also be eligible for bonus payments based on their overall contribution to Wellington Management’s
business operations. Senior management at Wellington Management may reward individuals as it deems appropriate based on other
factors. Each Partner is eligible to participate in a Partner-funded tax qualified retirement plan, the contributions to which
are made pursuant to an actuarial formula. The following individuals are Partners as of January 1, 2020:
Steven
C. Angeli
Mario E. Abularach
Matthew G. Baker
John A. Boselli
Edward P. Bousa*
Mammen Chally
David Chang
Nicolas M. Choumenkovitch
Andrew M. Corry
Robert L. Deresiewicz
David J. Elliott
Scott M. Elliott
Ann C. Gallo
|
Gregory
J. Garabedian
Michael F. Garrett*
Brian M. Garvey
Campe Goodman
Timothy D. Haney
Matthew D. Hudson
Jean M. Hynes
Christopher A. Jones
G. Thomas Levering
Joseph F. Marvan
Douglas W. McLane
Loren L. Moran
|
Stephen
Mortimer
Kevin Murphy
W. Michael Reckmeyer, III
Philip W. Ruedi
James H. Shakin
Thomas S. Simon
Timothy E. Smith
Scott I. St. John
Michael E. Stack
Tara C. Stilwell
Mark H. Sullivan
Gregg R. Thomas
James W. Valone
Mark A. Whitaker
|
|
*
|
Edward P. Bousa and Michael F. Garrett,
each announced their plan to withdraw from the partnership of Wellington Management Group
LLP, the ultimate holding company of Wellington Management, as of June 30, 2020.
|
Wellington Management’s incentive
payments to the following Investment Professionals are based on comparisons of each Investment Professional’s performance
relative to the following benchmark and/or relevant peer group as of December 31, 2019, which are used to measure one, three and
five year performance:
FUND
|
BENCHMARK(S)
/ PEER GROUPS FOR INCENTIVE PERIOD
|
Core
Bond ETF
|
Bloomberg
Barclays U.S. Aggregate Bond Index
|
EQUITY SECURITIES BENEFICIALLY OWNED BY WELLINGTON MANAGEMENT
PORTFOLIO MANAGERS
Because the Fund had not commenced operations as of the date
of this SAI, the Fund’s portfolio managers did not own any equity securities in the Fund as of that date
PORTFOLIO TRANSACTIONS AND BROKERAGE
The Trust has no obligation to deal with
any dealer or group of dealers in the execution of transactions in portfolio securities.
Subject to any policy established by the
Trust’s Board of Trustees and HFMC, the sub-adviser is primarily responsible for the investment decisions of the Fund and
the placing of its portfolio transactions. In placing brokerage orders, it is the policy of the Fund to obtain the most favorable
net results, taking into account various factors, including price, dealer spread or commission, if any, size of the transaction
and difficulty of execution. While the sub-adviser generally seeks reasonably competitive spreads or commissions, the Fund does
not necessarily pay the lowest possible spread or commission. HFMC may instruct the sub-adviser to direct certain brokerage transactions,
using best efforts, subject to obtaining best execution, to broker/dealers in connection with a commission recapture program used
to defray fund expenses for the Fund.
The sub-adviser generally deals directly
with the dealers who make a market in the securities involved (unless better prices and execution are available elsewhere) if the
securities are traded primarily in the over-the-counter market. Such dealers usually act as principals for their own account. On
occasion, securities may be purchased directly from the issuer. In addition, the sub-adviser may effect certain “riskless
principal” transactions through certain dealers in the over-the-counter market under which “commissions” are
paid on such transactions. Bonds and money market securities are generally traded on a net basis and do not normally involve either
brokerage commissions or transfer taxes.
While the sub-adviser seeks to obtain the
most favorable net results in effecting transactions in the Fund’s portfolio securities,
broker-dealers who provide investment research to the sub-adviser may receive orders for transactions from the sub-adviser. Such
research services ordinarily consist of assessments and analyses of or affecting the business or prospects of a company, industry,
economic sector or financial market. To the extent consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended
(the “1934 Act”), the sub-adviser may cause the Fund to pay a broker-dealer
that provides “brokerage and research services” (as defined in the 1934 Act) to the sub-adviser an amount in respect
of securities transactions for the Fund in excess of the amount that another broker-dealer would have charged in respect of that
transaction. See “Soft Dollar Practices” below.
To the extent that accounts managed by
the sub-adviser are simultaneously engaged in the purchase of the same security as the Fund,
then, as authorized by the Trust’s Board of Trustees, available securities may be allocated to the Fund and another client
account and may be averaged as to price in a manner determined by the sub-adviser to be fair and equitable. Such allocation and
pricing may affect the amount of brokerage commissions paid by the Fund. In some cases, this system might adversely affect the
price paid by the Fund (for example, during periods of rapidly rising or falling interest
rates) or limit the size of the position obtainable for the Fund (for example, in the case of a small issue).
Accounts managed by the sub-adviser (or
its affiliates) may hold securities also held by the Fund. Because of different investment objectives or other factors, a particular
security may be purchased by the sub-adviser for one client when one or more other clients are selling the same security.
Because the Fund had not commenced operations
as of the date of this SAI, no information regarding brokerage commissions paid is available.
Commission rates are established by country
and trade method used to execute a given order. Any changes in the amount of brokerage commissions paid by the Fund are due
to these factors as well as the Fund’s asset growth, cash flows and changes in portfolio turnover.
Soft
Dollar Practices. The sub-adviser is responsible for the day-to-day portfolio management activities of the Fund,
including effecting securities transactions. As noted above, to the extent consistent with Section 28(e) of the 1934 Act, the sub-adviser
may obtain “soft dollar” benefits in connection with the execution of transactions for the Fund. The sub-adviser may
cause the Fund to pay a broker-dealer an amount in excess of the amount that another broker-dealer would have charged for the same
transaction, in exchange for “brokerage and research services” (as defined in the 1934 Act). Information
so received is in addition to and not in lieu of the services that the sub-adviser is required to perform under the applicable
investment sub-advisory agreement. In circumstances where two or more broker-dealers are equally capable of providing best execution,
the sub-adviser may, but is under no obligation to, choose the broker-dealer that provides superior research or analysis as determined
by the sub-adviser in its sole discretion. Neither the management fees nor the sub-advisory fees paid by the Fund are reduced because
the sub-adviser or its affiliates receive these services even though the sub-adviser or its affiliates might otherwise be required
to purchase some of these services for cash. Some of these services are of value to the sub-adviser or its affiliates in advising
various of their clients (including the Fund), although not all of these services are necessarily useful and of value in managing
the Fund. These products and services may include research reports, access to management personnel, financial newsletters
and trade journals, seminar and conference fees, quantitative analytical software, data services, communication services relating
to (or incidental to) the execution, clearing and settlement of securities transactions, post-trade services relating to functions
incidental to trade execution, and other products and services that are permitted under Section 28(e), as interpreted by the SEC
from time to time. In certain instances, these products and services
may have additional uses that are not related to brokerage
or research. For such “mixed use” items, in accordance with SEC guidance, the sub-adviser will make a reasonable allocation
of the cost of the item according to its expected use, and will pay for that portion of the item that does not have a brokerage
or research-related component out of its own pocket.
Because the Fund had not commenced operations
as of the date of this SAI, no information regarding brokerage commissions paid to firms selected in recognition of research services
is available.
Because the Fund had not commenced operations
as of the date of this SAI, no information regarding the Fund’s investments in securities issued by the Fund’s regular
brokers or dealers (as defined under Rule 10b-1 of the 1940 Act) is available.
FUND EXPENSES
HFMC shall pay all expenses of the Trust,
except for: (i) interest and taxes; (ii) brokerage commissions and other expenses (such as stamp taxes) connected with the execution
of portfolio transactions; (iii) expenses incident to the creation and redemption of its shares; (iv) legal fees in connection
with any arbitration, litigation or pending or threatened arbitration or litigation, including any settlements in connection therewith
and any obligation which the Trust may have to indemnify its officers and Trustees with respect thereto; (v) distribution fees
and expenses paid by the Trust under any distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act; (vi) such extraordinary
non-recurring expenses as may arise; and (vii) acquired fund fees and expenses.
DISTRIBUTION ARRANGEMENTS
GENERAL
ALPS serves as the principal underwriter
and distributor for the Fund pursuant to a Distribution Agreement initially approved by the Trust’s Board of Trustees. ALPS’
principal business address is 1290 Broadway, Suite 1000, Denver, Colorado 80203. ALPS is a registered broker-dealer and member
of the Financial Industry Regulatory Authority (“FINRA”). The Distribution Agreement continues in effect for two years
from initial approval and for successive one-year periods thereafter, provided that each such continuance is specifically approved
(1) by the vote of a majority of the trustees of the Trust, including a majority of the trustees who are not parties to the Distribution
Agreement or interested persons (as defined in the 1940 Act) of the Trust, or (2) by the vote of a majority of the outstanding
voting securities of the Fund. ALPS will not distribute Shares in less than Creation Units,
and it does not maintain a secondary market in the Shares. ALPS may enter into participant agreements (“Participant Agreements”)
with other broker-dealers or other qualified financial institutions with respect to creations and redemptions of Creation Units.
ADDITIONAL COMPENSATION PAYMENTS TO
FINANCIAL INTERMEDIARIES. As stated in the prospectus under Payments to Financial Intermediaries and Other Entities, HFMC and/or
its affiliates may make additional compensation payments out of their own assets, and not as an expense to or out of the assets
of the Fund, to Financial Intermediaries for support and/or services related to activities that are designed to make registered
representatives, other professionals and individual investors more knowledgeable about the Fund or for other activities, such as
participation in marketing activities and presentations, educational training programs, and the support of technology platforms
and/or reporting systems. HFMC and/or its affiliates may also make payments to Financial Intermediaries for the provision of analytical
or other data to HFMC or its affiliates relating to sales of Fund Shares. For these reasons, (1) if your Financial Intermediary
receives greater payments with respect to the Fund than it receives with respect to other products, it may be more inclined to
sell you shares of the Fund rather than another product and/or (2) if your Financial Intermediary receives greater payments with
respect to the Fund, such payments may create an incentive for the Financial Intermediary to favor the Fund rather than other fund
companies or investment products for which it may receive a lower payment. You may contact your Financial Intermediary if you want
additional information regarding any additional payments it receives (“Additional Payments”). These Additional Payments,
which would be in addition to commissions, account fees or other charges that your Financial Intermediary may assess, may create
an incentive for your Financial Intermediary to sell and recommend the Fund over other products for which it may receive less compensation.
COMMISSIONS TO DEALERS
Because the Fund had not commenced operations
as of the date of this SAI, there is no information regarding the aggregate dollar amount of commissions received by ALPS for the
sale of Fund shares.
DISTRIBUTION PLAN
The Board has approved the adoption of
a distribution plan (a “Plan”) pursuant to Rule 12b-1 under the 1940 Act for shares of the Fund. Pursuant to the Plan,
the Fund may pay ALPS a fee of up to 0.25% of the average daily net assets attributable to shares for distribution financing activities
and shareholder account servicing activities. The entire amount of the fee may be used for shareholder servicing expenses and/or
distribution expenses. However, no 12b-1 Plan fee is currently charged to the Fund, and there are no plans in place to impose a
12b-1 Plan fee.
The 12b-1 Plan fee may only be imposed
or increased when the Board of Trustees determines that it is in the best interests of shareholders to do so. Because these fees
are paid out of the Fund’s assets on an ongoing basis, to the extent that a fee is
authorized, over time it will increase the cost of an investment in the Fund. The 12b-1 Plan fee may cost an investor more than
other types of sales charges.
GENERAL. Distribution fees paid
to ALPS, if authorized by the Board in the future, may be spent on any activities or expenses primarily intended to result in the
sale of the Fund’s shares including, but not limited to: (a) payment of initial and
ongoing commissions and other compensation payments to brokers, dealers, financial institutions or others who sell the Fund’s
shares; (b) compensation to employees of ALPS; (c) compensation to and expenses, including overhead such as communications and
telephone, training, supplies, photocopying and similar types of expenses, of ALPS incurred in the printing and mailing or other
dissemination of all prospectuses and statements of additional information; and (d) the costs of preparation, printing and mailing
reports used for sales literature and related expenses, advertisements and other distribution related expenses (including personnel
of ALPS). If authorized by the Board in the future, service fees paid under the Plan are payments for the provision of personal
service and/or the maintenance of shareholder accounts. The Plan is considered a compensation type plan, which means that the
Fund pays ALPS the entire fee, if authorized by the Board in the future, regardless of ALPS’ expenditures. Even if ALPS’
actual expenditures exceed the fee payable to ALPS, if authorized by the Board in the future, at any given time, the Fund will
not be obligated to pay more than that fee. If ALPS’ actual expenditures are less than the fee payable to ALPS, if authorized
by the Board in the future, at any given time, ALPS may realize a profit from the arrangement.
The Plan was adopted by a majority vote
of the Board of Trustees of the Trust, including at least a majority of trustees who are not, and were not at the time they voted,
interested persons of the Fund as defined in the 1940 Act and do not and did not have any
direct or indirect financial interest in the operation of the Plan, cast in person at a meeting called for the purpose of voting
on the Plan. In approving the Plan, the trustees identified and considered a number of potential benefits that the Plan may provide
to the Fund and its shareholders. Under its terms, the Plan remains in effect from year
to year provided such continuance is approved annually by vote of the trustees of the Trust in the manner described above. The
Plan may not be amended to increase materially the amount to be spent for distribution without approval of the shareholders of
the Fund affected by the increase, and material amendments to the Plan must also be approved
by the Board of Trustees in the manner described above. The Plan may be terminated at any time, without payment of any penalty,
by vote of the majority of the trustees of the Trust who are not interested persons of the
Fund and have no direct or indirect financial interest in the operations of the Plan, or by a vote of a “majority of the
outstanding voting securities” of the Fund. The Plan will automatically terminate in the event of its assignment.
CREATION AND REDEMPTION OF SHARES
The Trust will issue and sell shares
of the Fund only in Creation Units on a continuous basis through the Distributor, without a sales load, at the NAV next determined
after receipt of an order in proper form as described in the Participant Agreement, on any Business Day (as defined below). The
number of shares of the Fund that will constitute a Creation Unit is 50,000.
In its discretion, HFMC reserves the right
to increase or decrease the number of the Fund’s shares that constitute a Creation
Unit. The Board reserves the right to declare a split or a consolidation in the number of shares outstanding of the
Fund, and to make a corresponding change in the number of shares constituting a Creation Unit, in the event that the per share
price in the secondary market rises (or declines) to an amount that falls outside the range deemed desirable by the Board.
A “Business Day” with respect
to the Fund is each day the New York Stock Exchange (“NYSE” or the “Exchange”) is open. Orders from Authorized
Participants to create or redeem Creation Units will only be accepted on a Business Day.
The time at which transactions and shares
are priced and the time by which orders must be received may be changed in case of an emergency or if regular trading on the NYSE
is stopped at a time other than its regularly scheduled closing time. The Trust reserves the right to reprocess creation and redemption
transactions that were initially processed at a NAV other than the Fund’s official
closing NAV (as the same may be subsequently adjusted), and to recover amounts from (or distribute amounts to) Authorized Participants
based on the official closing NAV. The Trust reserves the right to advance the time by which creation and redemption orders must
be received for same business day credit as otherwise permitted by the SEC.
Fund Deposit
The consideration for purchase of Creation
Units will generally consist of Deposit Securities and the Cash Component (together, the “Fund Deposit”), which will
generally correspond pro rata, to the extent practicable, to the Fund’s securities,
or, as permitted or required by the Fund, of cash. The portfolio of securities required in the
Fund Deposit may, in certain limited circumstances, be different than the portfolio of securities the
Fund will deliver upon redemption of Fund shares. Due to various legal and operational constraints in certain asset classes
or countries in which the Fund invests, Creation Units of the Fund may be issued wholly
or partially for cash. The Deposit Securities and Cash Component are subject to any adjustments, as described below, in order to
effect purchases of Creation Units of the Fund until such time as the next-announced composition
of the Deposit Securities and Cash Component is made available.
The function of the Cash Component is to
compensate for any differences between the NAV per Creation Unit and the Deposit Amount (as defined below). The Cash Component
would be an amount equal to the difference between the NAV of the shares (per Creation Unit) and the “Deposit Amount,”
which is an amount equal to the market value of the Deposit Securities. If the Cash Component is a positive number (the NAV per
Creation Unit exceeds the Deposit Amount), the Authorized Participant will deliver the Cash Component. If the Cash Component is
a negative number (the NAV per Creation Unit is less than the Deposit Amount), the Authorized Participant will receive the Cash
Component. Computation of the Cash Component excludes any stamp duty or other similar fees and expenses payable upon transfer of
beneficial ownership of the Deposit Securities, which shall be the sole responsibility of the Authorized Participant. The Cash
Component may also include a “Dividend Equivalent Payment,” which enables the Fund to make a complete distribution
of dividends on the next dividend payment date, and is an amount equal, on a per Creation Unit basis, to the dividends on all the
securities held by the Fund with ex-dividend dates within the accumulation period for such distribution (the “Accumulation
Period”), net of expenses and liabilities for such period, as if all of the securities had been held by the Trust for the
entire Accumulation Period. The Accumulation Period begins on the ex-dividend date for the
Fund and ends on the next ex-dividend date.
The State Street Bank and Trust Company
(the “Transfer Agent”), through the NSCC, makes available on each Business Day, prior to the opening of business (subject
to amendments) on the Exchange (currently 9:30 a.m., Eastern time), the identity and the required number of each Deposit Security
and the amount of the Cash Component to be included in the current Fund Deposit (based on information at the end of the previous
Business Day).
The Trust may require the substitution
of an amount of cash (a “cash-in-lieu” amount) to replace any Deposit Security of the
Fund that is a non-deliverable instrument. The amount of cash contributed will be equivalent to the price of the instrument listed
as a Deposit Security. The Trust reserves the right to permit or require the substitution of a “cash-in-lieu” amount
to be added to replace any Deposit Security that is a to-be-announced (“TBA”) transaction, that may not be available
in sufficient quantity for delivery, that may not be eligible for trading by a Participating Party (defined below), that may not
be permitted to be re-registered in the name of the Trust as a result of an in-kind creation order pursuant to local law or market
convention, or that may not be eligible for transfer through the systems of the Depository Trust Company (“DTC”) or
the Clearing Process (as discussed below), or the Federal Reserve System for U.S. Treasury securities. The Trust also reserves
the right to permit or require a “cash-in-lieu” amount where the delivery of Deposit Securities by the Authorized Participant
(as described below) would be restricted under the securities laws or where the delivery of Deposit Securities from an investor
to the Authorized Participant would result in the disposition of Deposit Securities by the Authorized Participant becoming restricted
under the securities laws, and in certain other situations. The Trust may permit a “cash-in-lieu” amount for any reason
at the Trust’s sole discretion but is not required to do so. With respect to the Fund, the adjustments to the proportions
of Deposit Securities described above will reflect changes known to HFMC on the date of announcement to be in effect by the time
of delivery of the Fund Deposit or from stock splits and other corporate actions.
Procedures for Creating
Creation Units
To be eligible to place orders with the
Distributor and to create a Creation Unit of the Fund, an entity must be: (i) a “Participating
Party,” i.e. a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of
the NSCC (the “Clearing Process”), a clearing agency that is registered with the SEC; or (ii) a participant of DTC
(“DTC Participant”) and must have executed a Participant Agreement with the Distributor (and accepted by the Transfer
Agent), with respect to creations and redemptions of Creation Units (discussed below). A Participating Party or DTC Participant
who has executed a Participant Agreement is referred to as an “Authorized Participant.” All shares of the
Fund, however created, will be entered on the records of DTC in the name of its nominee for the account of a DTC Participant.
Except as described below, and in all cases
subject to the terms of the applicable Participant Agreement, all orders to create Creation Units of the
Fund must be received by the Transfer Agent no later than 1:00 p.m., Eastern time ("Order Cutoff Time") in each case
on the date such order is placed for creation of Creation Units to be effected based on the NAV of shares of the
Fund as next determined after receipt of an order in proper form. Orders requesting substitution of a “cash-in-lieu”
amount or a cash creation (collectively, “Non-Standard Orders”), must be received by the Transfer Agent no later than
1:00 p.m., Eastern time. On days when the Exchange closes earlier than normal (such as the day before a holiday), the
Fund will require standard orders to create Creation Units to be placed by the earlier closing time and Non-Standard Orders to
create Creation Units must be received no later than one hour prior to the earlier closing time. Notwithstanding the foregoing,
the Trust may, but is not required to, permit orders, including Non-Standard Orders, until 4:00 p.m., Eastern time, or until the
market close (in the event the Exchange closes early). The date on which an order to create Creation Units (or an order to redeem
Creation Units, as discussed below) is placed is referred to as the “Transmittal Date.” Orders must be transmitted
by an Authorized Participant through the Transfer Agent’s electronic order system or by telephone or other transmission method
acceptable to the Transfer Agent pursuant to procedures set forth in the Participant Agreement. Economic or market disruptions
or changes, or telephone or other communication failure may impede the ability to reach the Transfer Agent, Distributor or an Authorized
Participant.
All investor orders to create Creation
Units shall be placed with an Authorized Participant in the form required by such Authorized Participant. In addition, an Authorized
Participant may request that an investor make certain representations or enter into agreements with respect to an order (to provide
for payments of cash). Investors should be aware that their particular broker may not have executed a Participant Agreement and,
therefore, orders to create Creation Units of the Fund will have to be placed by the investor’s
broker through an Authorized Participant. In such cases, there may be additional charges to such investor. A limited number of
broker-dealers are expected to execute a Participant Agreement and only a small number of such Authorized Participants are expected
to have international capabilities.
Creation Units may be created in advance
of the receipt by the Trust of all or a portion of the Fund Deposit. In such cases, the Authorized Participant will remain liable
for the full deposit of the missing portion(s) of the Fund Deposit and will be required to post collateral with the Trust consisting
of cash at least equal to a percentage of the marked-to-market value of such missing portion(s) that is specified in the Participant
Agreement. The Trust may use such collateral to buy the missing portion(s) of the Fund Deposit at any time and will subject such
Authorized Participant to liability for any shortfall between the cost to the Trust of purchasing such securities and the value
of such collateral. The Trust will have no liability for any such shortfall. The Trust will return any unused portion of the collateral
to the Authorized Participant once the entire Fund Deposit has been properly received by the Transfer Agent and deposited into
the Trust.
Orders for Creation Units that are effected
outside the Clearing Process are likely to require transmittal by the DTC Participant earlier on the Transmittal Date than orders
effected using the Clearing Process. Those persons placing orders outside the Clearing Process should ascertain the deadlines applicable
to DTC and the Federal Reserve Bank wire system by contacting the operations department of the broker or depository institution
effectuating such transfer of Deposit Securities and Cash Component.
Orders to create Creation Units of the
Fund may be placed through the Clearing Process using procedures applicable to domestic funds for domestic securities (“Domestic
Funds”) (see “Placement of Creation Orders Using Clearing Process”) or outside the Clearing Process using the
procedures applicable to either Domestic Funds or foreign funds for foreign securities (“Foreign Funds”) (see “—Placement
of Creation Orders Outside Clearing Process—Domestic Funds” and “—Placement of Creation Orders Outside
Clearing Process—Foreign Funds”). In the event that the Fund includes both domestic and foreign securities, the time
for submitting orders is as stated in the “Placement of Creation Orders Outside Clearing Process—Foreign Funds”
and “Placement of Redemption Orders Outside Clearing Process—Foreign Funds” sections below shall operate.
Placement
of Creation Orders Using Clearing Process
Fund Deposits created through the Clearing
Process, if available, must be delivered through a Participating Party that has executed a Participant Agreement.
The Participant Agreement authorizes the
Transfer Agent to transmit to NSCC on behalf of the Participating Party such trade instructions as are necessary to effect the
Participating Party’s creation order. Pursuant to such trade instructions from the Transfer Agent to NSCC, the Participating
Party agrees to transfer the requisite Deposit Securities (or contracts to purchase such Deposit Securities that are expected to
be delivered in a “regular way” manner by the second (2nd) Business Day) and the Cash Component to the Trust, together
with such additional information as may be required by the Transfer Agent and the Distributor as set forth in the Participant Agreement.
An order to create Creation Units of the Fund through the Clearing Process is deemed received
by the
Transfer Agent on the Transmittal Date if (i) such order is received by the Transfer Agent not later than the Order Cutoff
Time on such Transmittal Date and (ii) all other procedures set forth in the Participant Agreement are properly followed. All orders
are subject to acceptance by the Distributor.
Placement
of Creation Orders Outside Clearing Process—Domestic funds
Fund Deposits created outside the Clearing
Process must be delivered through a DTC Participant that has executed a Participant Agreement. A DTC Participant who wishes to
place an order creating Creation Units of the Fund to be effected outside the Clearing Process
need not be a Participating Party, but such orders must state that the DTC Participant is not using the Clearing Process and that
the creation of Creation Units will instead be effected through a transfer of securities and cash. The Fund Deposit transfer must
be ordered by the DTC Participant in a timely fashion so as to ensure the delivery of the requisite number of Deposit Securities
through DTC to the account of the Trust no later than 11:00 a.m. Eastern time, of the next Business Day immediately following the
Transmittal Date. All questions as to the number of Deposit Securities to be delivered, and the validity, form and eligibility
(including time of receipt) for the deposit of any tendered securities, will be determined by the Trust, whose determination shall
be final and binding. The cash equal to the Cash Component must be transferred directly to the Transfer Agent through the Federal
Reserve wire system in a timely manner so as to be received by the Transfer Agent no later than 2:00 p.m. Eastern time on the next
Business Day immediately following the Transmittal Date. An order to create Creation Units of the
Fund outside the Clearing Process will be deemed received by the Transfer Agent on the Transmittal Date if (i) such order is received
by the Transfer Agent not later than the Order Cutoff Time on such Transmittal Date; and (ii) all other procedures set forth in
the Participant Agreement are properly followed. However, if the Transfer Agent does not receive both the requisite Deposit Securities
and the Cash Component in a timely fashion on the next Business Day immediately following the Transmittal Date, such order will
be cancelled. Upon written notice to the Transfer Agent, such cancelled order may be resubmitted the following Business Day using
the Fund Deposit as newly constituted to reflect the current NAV of the Fund. The delivery
of Creation Units so created will occur no later than the second (2nd) Business Day following the day on which the creation order
is deemed received by the Transfer Agent.
Additional transaction fees may be imposed
with respect to transactions effected outside the Clearing Process (through a DTC participant) and in circumstances in which any
cash can be used in lieu of Deposit Securities to create Creation Units. (See “Creation Transaction Fee” section below.)
Placement
of Creation Orders Outside Clearing Process—Foreign Funds
The Transfer Agent will inform the Distributor,
HFMC and State Street Bank and Trust Company (“the Custodian”) upon receipt of a Creation Order. The Custodian will
then provide such information to the appropriate subcustodian. For the Fund, the Custodian will cause the subcustodian of the Fund
to maintain an account into which the Deposit Securities (or the cash value of all or part of such securities, in the case of a
permitted or required cash purchase or “cash-in-lieu” amount) will be delivered. Deposit Securities must be delivered
to an account maintained at the applicable local custodian. The Fund must also receive, on or before the contractual settlement
date, immediately available or same day funds estimated by the Custodian to be sufficient to pay the Cash Component next determined
after receipt in proper form of the purchase order, together with the creation transaction fee described below.
Once the Transfer Agent has accepted a
creation order, the Transfer Agent will confirm the issuance of a Creation Unit of the Fund
against receipt of payment, at such NAV as will have been calculated after receipt in proper form of such order. The Transfer Agent
will then transmit a confirmation of acceptance of such order.
Creation Units will not be issued until
the transfer of good title to the Trust of the Deposit Securities and the payment of the Cash Component and applicable transaction
fee have been completed. When the subcustodian has confirmed to the Custodian that the required Deposit Securities (or the cash
value thereof) have been delivered to the account of the relevant subcustodian, the Distributor and HFMC will be notified of such
delivery and the Transfer Agent will issue and cause the delivery of the Creation Units.
Acceptance
of Creation Orders
The Trust and the Distributor reserve the
absolute right to reject or revoke acceptance of a creation order transmitted to it in respect to the
Fund, for example if: (i) the order is not in proper form; (ii) the investor(s), upon obtaining the shares ordered, would own 80%
or more of the currently outstanding shares of the Fund; (iii) acceptance of the Fund Deposit would have certain adverse tax consequences
to the Fund; (iv) acceptance of the Fund Deposit would, in the opinion of counsel, be unlawful; (v) acceptance of the Fund Deposit
would otherwise, in the discretion of the Trust or HFMC, have an adverse effect on the Trust or the rights of beneficial owners
of the Fund; or (vi) in the event that circumstances outside the control of the Trust, the Transfer Agent, the Distributor or HFMC
make it for all practical purposes impossible to process creation orders. The Distributor shall notify the Authorized Participant
acting on behalf of the creator of a Creation Unit of its rejection of the order of such person. Neither the Trust, the Transfer
Agent, the Distributor nor HFMC are under any duty, however, to give notification of any defects or irregularities in the delivery
of Fund Deposits nor shall any of them incur any liability for the failure to give any such notification.
All questions as to the number of shares
of Deposit Securities and the validity, form, eligibility, and acceptance for deposit of any securities to be delivered and the
amount and form of the Cash Component, as applicable, shall be determined by the Trust, and the Trust’s determination shall
be final and binding.
Creation
Transaction Fee
A creation transaction fee payable to the
Custodian is imposed on each creation transaction regardless of the number of Creation Units purchased in the transaction, as described
in the table below. Where the Trust permits or specifies cash creations, an Authorized Participant submitting a cash creation order
may also be assessed a variable transaction fee on the cash portion of its order up to a maximum amount as indicated in the table
below.
FUND
|
|
STANDARD
CASH
TRANSACTION FEE*
|
|
|
STANDARD
IN-KIND
TRANSACTION FEE*
|
|
|
Maximum
Variable
Transaction Fee**
|
|
Core Bond ETF
|
|
$
|
100
|
|
|
$
|
400
|
|
|
|
3
|
%
|
|
*
|
From time to
time, the Fund may waive all or a portion of its applicable transaction fee(s). A maximum
transaction fee of up to $1,600 for the Fund may be charged to the extent a transaction
is outside of the clearing process.
|
|
**
|
The Fund may charge an additional variable transaction
fee for creations in cash to offset brokerage and impact expenses associated with the cash transaction. The variable transaction
fee will be calculated based on historical transaction cost data and HFMC’s view of current market conditions; however,
the actual variable fee charged for a given transaction may be lower or higher than the trading expenses incurred by the Fund
with respect to that transaction.
|
In the case of cash creations or where
the Trust permits or requires a creator to substitute cash in lieu of depositing a portion of the Deposit Securities, the creator
may be assessed an additional variable transaction fee to compensate the Fund for the costs
associated with purchasing the applicable securities as disclosed in the table above. (See “Fund Deposit” section above.)
As a result, in order to seek to replicate the in-kind creation order process, the Trust expects to purchase, in the secondary
market or otherwise gain exposure to, the portfolio securities that could have been delivered as a result of an in-kind creation
order pursuant to local law or market convention, or for other reasons (“Market Purchases”). In such cases where the
Trust makes Market Purchases, the Authorized Participant will reimburse the Trust for, among other things, any difference between
the market value at which the securities and/or financial instruments were purchased by the Trust and the cash in lieu amount (which
amount, at HFMC’s discretion, may be capped), applicable registration fees, brokerage commissions and certain taxes. HFMC
may adjust the transaction fee to the extent the composition of the creation securities changes or cash in lieu is added to the
Cash Component to protect ongoing shareholders. Creators of Creation Units are responsible for the costs of transferring the securities
constituting the Deposit Securities to the account of the Trust. See “Portfolio Transactions and Brokerage” for additional
information regarding certain cash creation transactions.
Redemption
of Creation Units
Shares may be redeemed only in Creation
Units at their NAV next determined after receipt of a redemption request in proper form on a Business Day and only through a Participating
Party or DTC Participant who has executed a Participant Agreement. The Fund will not redeem shares in amounts less than Creation
Units (except the Fund may redeem shares in amounts less than a Creation Unit in the event the Fund is being liquidated). Beneficial
owners must accumulate enough shares in the secondary market to constitute a Creation Unit in order to have such shares redeemed
by the Trust. There can be no assurance, however, that there will be sufficient liquidity in the public trading market at any time
to permit assembly of a Creation Unit. Authorized Participants should expect to incur brokerage and other costs in connection with
assembling a sufficient number of shares to constitute a redeemable Creation Unit. All redemptions are subject to the procedures
contained in the applicable Participant Agreement.
With respect to the Fund, the Transfer
Agent, through the NSCC, makes available immediately prior to the opening of business on the Exchange (currently 9:30 a.m., Eastern
time) on each Business Day, the identity of the Fund’s securities and/or an amount of cash that will be applicable (subject
to possible amendment or correction) to redemption requests received in proper form (as described below) on that day. All orders
are subject to acceptance by the Distributor. The Fund’s securities received on redemption will generally correspond pro
rata, to the extent practicable, to the Fund’s securities. The Fund’s securities received on redemption (“Fund
Securities”) may not be identical to Deposit Securities that are applicable to creations of Creation Units.
Unless cash only redemptions are available
or specified for the Fund, the redemption proceeds for a Creation Unit will generally consist
of Fund Securities – as announced on the Business Day of the request for a redemption order received in proper form –
plus cash in an amount equal to the difference between the NAV of the shares being redeemed, as next determined after a receipt
of a request in proper form, and the value of the Fund Securities, less the redemption transaction fee and variable fees described
below. Notwithstanding the foregoing, the Trust will substitute a “cash-in-lieu” amount to replace any Fund Security
that is a non-deliverable instrument. The Trust may permit a “cash-in-lieu” amount for any reason at the Trust’s
sole discretion but is not required to do so. The amount of cash paid out in such cases will be equivalent to the value of the
instrument listed as the Fund Security. In the event that the Fund Securities have a value
greater than the NAV of the shares, a compensating cash payment equal to the difference is required to be made by an Authorized
Participant.
Redemptions of shares for Fund Securities
will be subject to compliance with applicable U.S. federal and state securities laws, and the Fund reserves the right to redeem
Creation Units for cash to the extent that the Trust could not lawfully deliver specific Fund Securities upon redemptions or could
not do so without first registering the Fund Securities under such laws. An Authorized Participant, or a beneficial owner of shares
for which it is acting, subject to a legal restriction with respect to a particular security included in the redemption of a Creation
Unit may be paid an equivalent amount of cash. This would specifically prohibit delivery of Fund Securities that are not registered
in reliance upon Rule 144A under the 1933 Act to a redeeming beneficial owner of shares that is not a “qualified institutional
buyer,” as such term is defined under Rule 144A of the 1933 Act. The Authorized Participant may request the redeeming beneficial
owner of the shares to complete an order form or to enter into agreements with respect to such matters as compensating cash payment.
The right of redemption may be suspended
or the date of payment postponed with respect to the Fund: (i) for any period during which the Exchange is closed (other than customary
weekend and holiday closings); (ii) for any period during which trading on the Exchange is suspended or restricted; (iii) for any
period during which an emergency exists as a result of which disposal by the Fund of securities it owns or determination of the
Fund’s NAV is not reasonably practicable; or (iv) in such other circumstances as permitted by the SEC.
An Authorized Participant submitting a
redemption request is deemed to represent to the Trust that it (or its client) (i) has full legal authority and legal right to
tender for redemption the requisite number of shares of the Fund and to receive the entire proceeds of the redemption and (ii)
if such shares submitted for redemption have been loaned or pledged to another party or are the subject of a repurchase agreement,
securities lending agreement or any other arrangement affecting legal or beneficial ownership of such shares being tendered there
are no restrictions precluding the tender and delivery of such shares (including borrowed shares, if any) for redemption, free
and clear of liens, on the redemption settlement date. The Trust reserves the right to verify these representations at its discretion,
but will typically require verification with respect to a redemption request from the Fund in connection with higher levels of
redemption activity and/or short interest in the Fund. If the Authorized Participant, upon receipt of a verification request, does
not provide sufficient verification of its representations as determined by the Trust, the redemption request will not be considered
to have been received in proper form and may be rejected by the Trust. In addition, if the Distributor and/or the Trust have reason
to believe that an Authorized Participant, does not own or otherwise have available for delivery the requisite number of Fund shares
that comprise a Creation Unit, the Distributor and/or the Trust may require the Authorized Participant to deliver or execute supporting
documentation evidencing ownership or its right to deliver sufficient Fund shares in order for the request for redemption to be
in proper form. If such documentation is not satisfactory to the Distributor and/or the Trust, in their reasonable discretion,
the Distributor may reject the request for redemption.
If the Trust determines, based on information
available to the Trust when a redemption request is submitted by an Authorized Participant, that (i) the short interest of the
Fund in the marketplace is greater than or equal to 100% and (ii) the orders in the aggregate from all Authorized Participants
redeeming Fund shares on a Business Day represent 25% or more of the outstanding shares of the Fund, such Authorized Participant
will be required to verify to the Trust the accuracy of its representations that are deemed to have been made by submitting a request
for redemption. If, after receiving notice of the verification requirement, the Authorized Participant does not verify the accuracy
of its representations that are deemed to have been made by submitting a request for redemption in accordance with this requirement,
its redemption request will be considered not to have been received in proper form.
Redemption
Transaction Fee
A redemption transaction fee payable to
the Custodian is imposed on each redemption transaction regardless of the number of Creation Units redeemed in the transaction,
as described in the table below. Where the Trust permits or specifies cash redemptions, an Authorized Participant submitting a
cash redemption order may also be assessed a variable transaction fee on the cash portion of its order up to a maximum amount as
indicated in the table below.
FUND
|
|
STANDARD
CASH
TRANSACTION FEE*
|
|
|
STANDARD
IN-KIND
TRANSACTION FEE*
|
|
|
Maximum
Variable
Transaction Fee**
|
|
Core Bond ETF
|
|
$
|
100
|
|
|
$
|
400
|
|
|
|
2
|
%
|
|
*
|
From time to
time, the Fund may waive all or a portion of its applicable transaction fee(s). A maximum
transaction fee of up to $1,600 for the Fund may be charged to the extent a transaction
is outside of the clearing process.
|
|
**
|
The Fund may charge an additional variable transaction
fee for redemptions in cash to offset brokerage and impact expenses associated with the cash transaction. The variable transaction
fee will be calculated based on historical transaction cost data and HFMC’s view of current market conditions; however,
the actual variable fee charged for a given transaction may be lower or higher than the trading expenses incurred by the Fund
with respect to that transaction.
|
An additional variable transaction fee
for cash redemptions or partial cash redemptions (when cash redemptions are permitted or required for the
Fund) may be imposed to compensate the Fund for the costs associated with selling the applicable securities as disclosed in the
table above. As a result, in order to seek to replicate the in-kind redemption order process, the Trust expects to sell, in the
secondary market, the portfolio securities or settle any financial instruments that may not be permitted to be re-registered in
the name of the Participating Party as a result of an in-kind redemption order pursuant to local law or market convention, or for
other reasons (“Market Sales”). In such cases where the Trust makes Market Sales, the Authorized Participant will reimburse
the Trust for, among other things, any difference between the market value at which the securities and/or financial instruments
were sold or settled by the Trust and the cash in lieu amount (which amount, at HFMC’s discretion, may be capped), applicable
registration fees, brokerage commissions and certain taxes (“Transaction Costs”). HFMC may adjust the transaction fee
to the extent the composition of the redemption securities changes or cash in lieu is added to the Cash Component to protect ongoing
shareholders. In no event will fees charged by the Fund in connection with a redemption
exceed 2% of the value of each Creation Unit. Investors who use the services of a broker or other such intermediary may be charged
a fee for such services. See “Portfolio Transactions and Brokerage” for additional information regarding certain cash
redemption transactions. To the extent the Fund cannot recoup the amount of Transaction
Costs incurred in connection with a redemption from the redeeming shareholder because of the 2% cap or otherwise, those Transaction
Costs will be borne by the Fund’s remaining shareholders and negatively affect the Fund’s performance.
Placement
of Redemption Orders Using Clearing Process
Orders to redeem Creation Units of the
Fund through the Clearing Process, if available, must be delivered through a Participating Party that has executed the Participant
Agreement. An order to redeem Creation Units of the Fund using the Clearing Process is deemed received
on the Transmittal Date if (i) such order is received by the Transfer Agent not later than 4:00 p.m. Eastern time on
such
Transmittal Date; and (ii) all other procedures set forth in the Participant Agreement are properly followed; such order will be
effected based on the NAV of the Fund as next determined. An order to redeem Creation Units of the
Fund using the Clearing Process made in proper form but received by the Fund after 4:00 p.m. Eastern time, will be deemed received
on the next Business Day immediately following the Transmittal Date. The requisite Fund Securities (or contracts to purchase such
Fund Securities which are expected to be delivered in a “regular way” manner) and the applicable cash payment will
be transferred by the second (2nd) Business Day following the date on which such request for redemption is deemed received.
Placement
of Redemption Orders Outside Clearing Process—Domestic funds
Orders to redeem Creation Units of the
Fund outside the Clearing Process must be delivered through a DTC Participant that has executed the Participant Agreement. A DTC
Participant who wishes to place an order for redemption of Creation Units of the Fund to
be effected outside the Clearing Process need not be a Participating Party, but such orders must state that the DTC Participant
is not using the Clearing Process and that redemption of Creation Units of the Fund will instead be effected through transfer of
Creation Units of the Fund directly through DTC. An order to redeem Creation Units of a the
Fund outside the Clearing Process is deemed received by the Transfer Agent on the Transmittal Date if (i) such order is received
by the Transfer Agent not later than 4:00 p.m. Eastern time on such Transmittal Date; (ii)
such order is preceded or accompanied by the requisite number of shares of Creation Units specified in such order, which delivery
must be made through DTC to the Transfer Agent no later than 11:00 a.m. Eastern time on such Transmittal Date; and (iii) all other
procedures set forth in the Participant Agreement are properly followed.
After the Transfer Agent has deemed an
order for redemption outside the Clearing Process received, the Transfer Agent will initiate procedures to transfer the requisite
Fund Securities (or contracts to purchase such Fund Securities) which are expected to be delivered within two Business Days and
the cash redemption payment to the redeeming Beneficial Owner by the second Business Day following the Transmittal Date on which
such redemption order is deemed received by the Transfer Agent. Additional transaction fees may be imposed with respect to transactions
effected outside the Clearing Process. (See “Redemption Transaction Fee” section above.)
Placement
of Redemption Orders Outside Clearing Process—Foreign Funds
Arrangements satisfactory to the Trust
must be in place for the Participating Party to transfer the Creation Units through DTC on or before the settlement date. Redemptions
of shares for Fund Securities will be subject to compliance with applicable U.S. federal and state securities laws and the
Fund (whether or not it otherwise permits or requires cash redemptions) reserves the right to redeem Creation Units for cash to
the extent that the Fund could not lawfully deliver specific Fund Securities upon redemptions or could not do so without first
registering the Fund Securities under such laws.
In connection with taking delivery of shares
for Fund Securities upon redemption of Creation Units, a redeeming shareholder or entity acting on behalf of a redeeming shareholder
must maintain appropriate custody arrangements with a qualified broker-dealer, bank or other custody providers in each jurisdiction
in which any of the Fund Securities are customarily traded, to which account such Fund Securities will be delivered. If neither
the redeeming shareholder nor the entity acting on behalf of a redeeming shareholder has appropriate arrangements to take delivery
of the Fund Securities in the applicable foreign jurisdiction and it is not possible to make other such arrangements, or if it
is not possible to effect deliveries of the Fund Securities in such jurisdictions, the Trust may, in its discretion, exercise its
option to redeem such shares in cash, and the redeeming shareholder will be required to receive its redemption proceeds in cash.
Regular
Foreign Holidays. The Fund generally intends to effect deliveries of Creation Units and portfolio securities on a basis
of “T” plus two Business Days (i.e., days on which the national securities exchange is open) (“T+2”). The
Fund may effect deliveries of Creation Units and portfolio securities on a basis other than T+2 in order to accommodate local holiday
schedules, to account for different treatment among foreign and U.S. markets of dividend record dates and ex-dividend dates or
under certain other circumstances. The ability of the Trust to effect in-kind creations and redemptions within two Business Days
of receipt of an order in good form is subject, among other things, to the condition that, within the time period from the date
of the order to the date of delivery of the securities, there are no days that are holidays in the applicable foreign market. For
every occurrence of one or more intervening holidays in the applicable foreign market that are not holidays observed in the U.S.
equity market, the redemption settlement cycle may be extended by the number of such intervening holidays. In addition to holidays,
other unforeseeable closings in a foreign market due to emergencies may also prevent the Trust from delivering securities within
normal settlement periods. The securities delivery cycles currently practicable for transferring portfolio securities to redeeming
Authorized Participants, coupled with foreign market holiday schedules, will require a delivery process longer than seven calendar
days for the Fund, in certain circumstances. The holidays applicable to the Fund during such periods are listed below, as are instances
where more than seven days will be needed to deliver redemption proceeds. Although certain holidays may occur on different dates
in subsequent years, the number of days required to deliver redemption proceeds in any given year is not expected to exceed the
maximum number of days listed below for the Fund. The proclamation of new holidays, the treatment by market participants of certain
days as “informal holidays” (e.g., days on which no or limited securities transactions occur, as a result of substantially
shortened trading hours), the elimination of existing holidays, or changes in local securities delivery practices, could affect
the information set forth herein at some time in the future. Because the portfolio securities of the Fund may trade on days that
the Fund’s exchange is closed or on days that are not Business Days for the Fund, Authorized Participants may not be able
to redeem their shares of the Fund, or to purchase and sell shares of the Fund on the Exchange, on days when the NAV of the Fund
could be significantly affected by events in the relevant non-U.S. markets.
Listed below are the dates in calendar
year 2020 in which the regular holidays in non-U.S. markets may impact Fund settlement. This list is based on information available
to the Fund. The list may not be accurate or complete and is subject to change:
Calendar Year 2020
AUSTRALIA
|
|
|
|
|
|
|
|
January 1
|
April 11
|
April 25
|
December 24
|
January 26
|
April 12
|
April 27
|
December 25
|
January 27
|
April 13
|
June 8
|
December 28
|
April 10
|
|
|
|
|
|
|
|
AUSTRIA
|
|
|
|
|
|
|
|
January 1
|
May 1
|
June 11
|
December 8
|
January 6
|
May 21
|
August 15
|
December 25
|
April 10
|
June 1
|
October 26
|
December 31
|
April 13
|
|
|
|
|
|
|
|
BRAZIL
|
|
|
|
|
|
|
|
January 1
|
April 21
|
October 12
|
December 24
|
February 24
|
May 1
|
November 2
|
December 25
|
February 25
|
June 11
|
November 15
|
December 31
|
April 10
|
September 7
|
|
|
|
|
|
|
Canada
|
|
|
|
|
|
|
|
January 1
|
May 18
|
September 7
|
December 25
|
February 17
|
July 1
|
October 12
|
December 28
|
April 10
|
August 3
|
November 11
|
|
April 13
|
|
|
|
|
|
|
|
CHILE
|
|
|
|
|
|
|
|
January 1
|
May 21
|
September 18
|
November 1
|
April 10
|
June 29
|
September 19
|
December 8
|
April 11
|
July 16
|
October 12
|
December 25
|
May 1
|
August 15
|
October 31
|
December 31
|
|
|
|
|
CHINA
|
|
|
|
|
|
|
|
January 1
|
January 29
|
September 2
|
October 4
|
January 25
|
January 30
|
September 10
|
October 5
|
January 26
|
April 4
|
October 1
|
October 6
|
January 27
|
May 1
|
October 2
|
October 7
|
January 28
|
June 25
|
October 3
|
|
|
|
|
|
COLOMBIA
|
|
|
|
|
|
|
|
January 1
|
May 1
|
July 20
|
November 14
|
January 6
|
May 25
|
August 7
|
November 16
|
March 23
|
June 15
|
August 17
|
December 8
|
April 9
|
June 22
|
October 12
|
December 25
|
April 10
|
June 29
|
November 2
|
|
|
|
|
|
CZECH REPUBLIC
|
|
|
|
|
|
|
|
January 1
|
May 8
|
October 28
|
December 25
|
April 10
|
July 5
|
November 17
|
December 26
|
April 13
|
July 6
|
December 24
|
|
May 1
|
September 28
|
|
|
|
|
|
|
DENMARK
|
|
|
|
|
|
|
|
January 1
|
April 13
|
May 31
|
November 17
|
April 9
|
May 1
|
June 1
|
December 24
|
April 10
|
May 8
|
June 5
|
December 25
|
April 12
|
May 21
|
July 6
|
December 26
|
|
|
|
December 31
|
|
|
|
|
EGYPT
|
|
|
|
|
|
|
|
January 1
|
April 20
|
June 30
|
August 2
|
January 7
|
April 25
|
July 1
|
August 3
|
January 25
|
May 1
|
July 23
|
August 15
|
April 17
|
May 24
|
July 30
|
August 20
|
April 18
|
May 25
|
July 31
|
September 11
|
April 19
|
May 26
|
August 1
|
October 6
|
|
|
|
|
The Egyptian market is closed every Friday.
|
|
|
|
|
FINLAND
|
|
|
|
|
|
|
|
January 1
|
May 1
|
June 20
|
December 25
|
January 6
|
May 21
|
December 6
|
December 26
|
April 10
|
June 19
|
December 24
|
December 31
|
April 13
|
|
|
|
|
|
|
|
FRANCE
|
|
|
|
|
|
|
|
January 1
|
May 8
|
June 1
|
November 1
|
April 13
|
May 21
|
July 14
|
November 11
|
May 1
|
May 31
|
August 15
|
December 25
|
|
|
|
|
GERMANY
|
|
|
|
|
|
|
|
January 1
|
May 1
|
June 11
|
October 31
|
April 10
|
May 21
|
August 15
|
December 25
|
April 13
|
June 1
|
October 3
|
December 26
|
GREECE
|
|
|
|
|
|
|
|
January 1
|
March 25
|
April 17
|
October 28
|
January 6
|
April 10
|
May 1
|
December 25
|
March 2
|
April 13
|
June 8
|
|
|
|
|
|
HONG KONG
|
|
|
|
|
|
|
|
January 1
|
April 13
|
June 25
|
October 2
|
January 27
|
April 30
|
July 1
|
October 26
|
January 28
|
May 1
|
October 1
|
December 25
|
April 10
|
|
|
|
|
|
|
|
HUNGARY
|
|
|
|
|
|
|
|
January 1
|
April 13
|
August 20
|
December 25
|
March 15
|
May 1
|
October 23
|
December 26
|
April 10
|
May 31
|
November 1
|
|
April 12
|
June 1
|
|
|
|
|
|
|
INDIA
|
|
|
|
|
|
|
|
January 14
|
April 14
|
August 29
|
November 14
|
January 26
|
May 7
|
October 2
|
November 30
|
February 21
|
July 31
|
October 25
|
December 25
|
April 6
|
August 12
|
October 29
|
|
April 10
|
August 15
|
|
|
|
|
|
|
INDONESIA
|
|
|
|
|
|
|
|
January 1
|
May 1
|
June 1
|
December 24
|
January 25
|
May 7
|
July 31
|
December 25
|
March 22
|
May 21
|
August 17
|
|
March 25
|
May 24
|
August 20
|
|
April 10
|
May 25
|
October 29
|
|
|
|
|
|
IRELAND
|
|
|
|
|
|
|
|
January 1
|
April 13
|
August 3
|
December 25
|
March 17
|
May 4
|
October 26
|
December 26
|
April 10
|
June 1
|
|
|
|
|
|
|
ISRAEL
|
|
|
|
|
|
|
|
March 10
|
April 14
|
May 28
|
September 19
|
April 4
|
April 15
|
May 29
|
September 20
|
April 8
|
April 28
|
July 30
|
October 10
|
April 9
|
April 29
|
|
|
|
|
|
|
The Israeli market is closed every Friday.
|
|
|
|
ITALY
|
|
|
|
|
|
|
|
January 1
|
April 13
|
August 15
|
December 25
|
January 6
|
April 25
|
November 1
|
December 26
|
April 10
|
May 1
|
December 8
|
December 31
|
April 12
|
June 2
|
December 24
|
|
|
|
|
|
JAPAN
|
|
|
|
|
|
|
|
January 1
|
March 20
|
July 23
|
October 12
|
January 2
|
April 29
|
July 24
|
November 3
|
January 3
|
May 3
|
August 10
|
November 23
|
January 13
|
May 4
|
August 11
|
December 15
|
February 11
|
May 5
|
September 21
|
December 25
|
February 23
|
May 6
|
September 22
|
December 31
|
February 24
|
July 7
|
|
|
March 3
|
July 20
|
|
|
|
|
|
|
MALAYSIA
|
|
|
|
|
|
|
|
January 1
|
March 20
|
May 6
|
September 21
|
January 13
|
April 29
|
July 23
|
September 22
|
February 11
|
May 4
|
July 24
|
November 3
|
February 24
|
May 5
|
August 10
|
November 23
|
|
|
|
|
MEXICO
|
|
|
|
|
|
|
|
January 1
|
March 21
|
April 12
|
November 16
|
February 3
|
April 5
|
May 1
|
November 20
|
February 5
|
April 9
|
September 16
|
December 25
|
February 26
|
April 10
|
October 12
|
December 31
|
March 16
|
April 11
|
November 2
|
|
|
|
|
|
NETHERLANDS
|
|
|
|
|
|
|
|
January 1
|
April 27
|
May 21
|
December 25
|
April 10
|
May 1
|
May 31
|
December 26
|
April 12
|
May 5
|
June 1
|
December 31
|
April 13
|
|
|
|
|
|
|
|
NEW ZEALAND
|
|
|
|
|
|
|
|
January 1
|
April 12
|
May 10
|
December 26
|
January 2
|
April 13
|
October 26
|
December 28
|
February 6
|
April 25
|
November 5
|
December 31
|
February 14
|
April 27
|
December 24
|
|
April 1
|
June 1
|
December 25
|
|
April 10
|
September 6
|
|
|
April 11
|
|
|
|
|
|
|
|
NORWAY
|
|
|
|
|
|
|
|
January 1
|
April 13
|
June 1
|
December 24
|
February 23
|
May 1
|
November 29
|
December 25
|
April 5
|
May 8
|
December 6
|
December 26
|
April 9
|
May 17
|
December 13
|
December 31
|
April 10
|
May 21
|
December 20
|
|
April 11
|
May 30
|
|
|
April 12
|
May 31
|
|
|
|
|
|
|
PERU
|
|
|
|
|
|
|
|
January 1
|
June 7
|
August 30
|
December 24
|
January 6
|
June 21
|
September 24
|
December 25
|
April 9
|
June 24
|
October 8
|
December 31
|
April 10
|
June 29
|
November 1
|
|
April 12
|
July 27
|
November 2
|
|
May 1
|
July 28
|
December 8
|
|
May 10
|
July 29
|
|
|
|
|
|
|
PHILIPPINES
|
|
|
|
|
|
|
|
January 1
|
May 1
|
August 31
|
December 24
|
January 25
|
May 24
|
November 1
|
December 25
|
April 9
|
December 8
|
November 2
|
December 30
|
April 10
|
June 12
|
November 30
|
December 31
|
April 11
|
July 31
|
|
|
April 12
|
August 21
|
|
|
|
|
|
|
POLAND
|
|
|
|
|
|
|
|
January 1
|
April 13
|
June 11
|
December 24
|
January 6
|
May 1
|
June 23
|
December 25
|
February 14
|
May 2
|
August 15
|
December 26
|
April 10
|
May 3
|
November 1
|
December 31
|
April 11
|
May 26
|
November 11
|
|
April 12
|
May 31
|
|
|
|
|
|
|
PORTUGAL
|
|
|
|
|
|
|
|
January 1
|
May 1
|
November 1
|
December 24
|
February 14
|
May 3
|
December 1
|
December 25
|
March 19
|
June 10
|
December 8
|
December 31
|
April 10
|
June 11
|
|
|
April 13
|
August 15
|
|
|
April 25
|
October 5
|
|
|
|
|
|
|
QATAR
|
|
|
|
|
|
|
|
February 11
|
May 26
|
July 31
|
August 4
|
March 11
|
May 27
|
August 1
|
December 18
|
May 24
|
May 28
|
August 2
|
December 31
|
May 25
|
July 30
|
August 3
|
|
|
|
|
|
The Qatari market is closed every Friday.
|
|
|
|
RUSSIA
|
|
|
|
|
|
|
|
January 1
|
January 8
|
May 1
|
May 12
|
January 2
|
February 23
|
May 4
|
June 12
|
January 3
|
February 24
|
May 9
|
September 1
|
January 6
|
March 8
|
May 11
|
November 4
|
January 7
|
March 9
|
|
|
|
|
|
|
SINGAPORE
|
|
|
|
|
|
|
|
January 1
|
April 12
|
July 31
|
November 14
|
January 25
|
May 1
|
August 9
|
December 24
|
January 27
|
May 7
|
August 10
|
December 25
|
February 5
|
May 19
|
August 11
|
December 31
|
February 6
|
May 20
|
August 12
|
|
April 10
|
May 24
|
October 2
|
|
April 11
|
May 25
|
October 27
|
|
April 19
|
June 5
|
October 28
|
|
|
|
|
|
SOUTH AFRICA
|
|
|
|
|
|
|
|
January 1
|
April 27
|
June 21
|
December 16
|
March 21
|
May 1
|
July 18
|
December 24
|
April 10
|
May 10
|
August 9
|
December 25
|
April 11
|
May 21
|
August 10
|
December 26
|
April 12
|
May 31
|
September 24
|
December 31
|
April 13
|
June 16
|
November 1
|
|
|
|
|
|
SOUTH KOREA
|
|
|
|
|
|
|
|
January 1
|
April 15
|
July 17
|
October 9
|
January 24
|
April 30
|
August 15
|
December 24
|
January 25
|
May 5
|
September 30
|
December 25
|
January 27
|
May 8
|
October 1
|
December 31
|
March 1
|
May 15
|
October 2
|
|
April 5
|
June 6
|
October 3
|
|
|
|
|
|
SPAIN
|
|
|
|
|
|
|
|
January 1
|
April 12
|
August 15
|
December 24
|
January 6
|
April 13
|
October 12
|
December 25
|
February 14
|
April 19
|
November 1
|
December 27
|
February 26
|
May 1
|
November 2
|
December 31
|
April 5
|
May 3
|
December 6
|
|
April 9
|
May 31
|
December 8
|
|
April 10
|
June 11
|
|
|
|
|
|
|
SWEDEN
|
|
|
|
|
|
|
|
January 1
|
May 21
|
November 1
|
December 24
|
January 6
|
May 31
|
November 8
|
December 25
|
February 14
|
June 6
|
November 29
|
December 26
|
April 10
|
June 19
|
December 6
|
December 31
|
April 12
|
June 20
|
December 13
|
|
April 13
|
October 31
|
December 20
|
|
May 1
|
|
|
|
|
|
|
|
SWITZERLAND
|
|
|
|
|
|
|
|
January 1
|
April 13
|
August 1
|
December 24
|
January 2
|
April 20
|
September 12
|
December 25
|
February 14
|
May 1
|
September 13
|
December 26
|
March 31
|
May 21
|
September 14
|
December 31
|
April 10
|
May 31
|
September 20
|
|
April 12
|
June 1
|
|
|
|
|
|
|
TAIWAN
|
|
|
|
|
|
|
|
January 1
|
February 4
|
May 1
|
October 9
|
January 24
|
February 8
|
June 25
|
October 10
|
January 25
|
February 28
|
September 2
|
October 25
|
January 26
|
March 8
|
September 3
|
December 25
|
January 27
|
March 29
|
September 28
|
|
January 28
|
April 3
|
October 1
|
|
April 29
|
April 4
|
|
|
|
|
|
|
THAILAND
|
|
|
|
|
|
|
|
January 1
|
April 15
|
July 5
|
December 10
|
January 2
|
May 1
|
July 6
|
December 24
|
January 25
|
May 4
|
July 28
|
December 25
|
January 26
|
May 6
|
August 12
|
December 31
|
January 27
|
May 7
|
October 13
|
|
February 14
|
May 13
|
October 23
|
|
March 9
|
May 21
|
December 5
|
|
April 6
|
June 3
|
December 7
|
|
April 13
|
|
|
|
April 14
|
|
|
|
|
|
|
|
TURKEY
|
|
|
|
|
|
|
|
January 1
|
May 24
|
July 30
|
August 30
|
April 23
|
May 25
|
July 31
|
October 28
|
May 1
|
May 26
|
August 1
|
October 29
|
May 19
|
May 27
|
August 2
|
November 10
|
May 23
|
July 15
|
August 3
|
December 31
|
|
|
|
|
UKRAINE
|
|
|
|
|
|
|
|
January 1
|
May 1
|
June 29
|
December 25
|
January 7
|
May 11
|
August 24
|
December 31
|
March 9
|
June 8
|
October 14
|
|
April 19
|
|
|
|
April 20
|
|
|
|
|
|
|
|
UNITED ARAB EMIRATES
|
|
|
|
|
|
|
|
January 1
|
July 22
|
October 29
|
December 2
|
March 22
|
July 30
|
November 30
|
December 3
|
April 24
|
July 31
|
December 1
|
December 31
|
May 24
|
August 1
|
|
|
May 25
|
August 2
|
|
|
May 26
|
August 20
|
|
|
|
|
|
|
The United Arab Emirates markets are closed every Friday.
|
|
|
|
THE UNITED KINGDOM
|
|
|
|
|
|
|
|
January 1
|
April 23
|
August 31
|
December 26
|
March 1
|
May 4
|
October 31
|
December 28
|
April 10
|
May 8
|
November 5
|
December 31
|
April 12
|
May 25
|
November 8
|
|
April 13
|
June 13
|
December 25
|
|
Redemptions.
The longest redemption cycle for the Fund
is a function of the longest redemption cycle among the countries whose securities comprise the Fund. In the calendar year 2020,
the dates of regular holidays affecting the following securities markets present the worst-case (longest) redemption cycle* for
the Fund as follows.
SETTLEMENT PERIODS GREATER THAN SEVEN
DAYS FOR YEAR 2020
|
Beginning of
Settlement Period
|
|
End of Settlement
Period
|
|
Number of Days in
Settlement Period
|
Australia
|
12/21/2020
|
|
12/29/2020
|
|
8
|
|
4/6/2020
|
|
4/14/2020
|
|
8
|
|
4/7/2020
|
|
4/15/2020
|
|
8
|
|
4/8/2020
|
|
4/16/2020
|
|
8
|
|
4/9/2020
|
|
4/17/2020
|
|
8
|
|
12/21/2020
|
|
12/29/2020
|
|
8
|
|
12/22/2020
|
|
12/30/2020
|
|
8
|
|
12/23/2020
|
|
12/31/2020
|
|
8
|
|
|
|
|
|
|
Austria
|
12/23/19
|
|
1/02/2020
|
|
10
|
|
12/30/19
|
|
1/07/2020
|
|
8
|
|
|
|
|
|
|
Brazil
|
2/18/2020
|
|
2/27/2020
|
|
9
|
|
2/19/2020
|
|
2/28/2020
|
|
9
|
|
2/20/2020
|
|
3/2/2020
|
|
11
|
|
|
|
|
|
|
China
|
1/21/2020
|
|
2/3/2020
|
|
10
|
|
1/22/2020
|
|
2/3/2020
|
|
9
|
|
1/23/2020
|
|
2/3/2020
|
|
8
|
|
1/27/2020
|
|
2/5/2020
|
|
9
|
|
1/28/2020
|
|
2/5/2020
|
|
8
|
|
9/28/2020
|
|
10/8/2020
|
|
10
|
|
9/29/2020
|
|
10/8/2020
|
|
9
|
|
9/30/2020
|
|
10/8/2020
|
|
8
|
|
|
|
|
|
|
Denmark
|
4/6/2020
|
|
4/14/2020
|
|
8
|
|
4/7/2020
|
|
4/15/2020
|
|
8
|
|
4/8/2020
|
|
4/16/2020
|
|
8
|
|
|
|
|
|
|
Egypt
|
12/31/19
|
|
1/08/2020
|
|
8
|
|
5/19/2020
|
|
5/27/2020
|
|
8
|
|
5/20/2020
|
|
5/28/2020
|
|
8
|
|
5/21/2020
|
|
6/1/2020
|
|
11
|
|
6/24/2020
|
|
7/2/2020
|
|
8
|
|
6/25/2020
|
|
7/6/2020
|
|
11
|
|
6/29/2020
|
|
7/7/2020
|
|
8
|
|
7/27/2020
|
|
8/4/2020
|
|
8
|
|
7/28/2020
|
|
8/5/2020
|
|
8
|
|
7/29/2020
|
|
8/6/2020
|
|
8
|
|
|
|
|
|
|
Finland
|
12/23/19
|
|
1/2/2020
|
|
10
|
|
12/30/19
|
|
1/07/2020
|
|
8
|
|
|
|
|
|
|
France
|
12/23/19
|
|
1/2/2020
|
|
10
|
|
|
|
|
|
|
Germany
|
12/23/19
|
|
1/2/2020
|
|
10
|
|
12/30/19
|
|
1/07/2020
|
|
8
|
|
2/19/2020
|
|
2/27/2020
|
|
8
|
|
2/20/2020
|
|
2/28/2020
|
|
8
|
|
2/21/2020
|
|
3/2/2020
|
|
10
|
|
4/6/2020
|
|
4/14/2020
|
|
8
|
|
4/7/2020
|
|
4/15/2020
|
|
8
|
|
4/8/2020
|
|
4/16/2020
|
|
8
|
|
|
|
|
|
|
Hong Kong
|
12/23/19
|
|
1/2/2020
|
|
10
|
|
|
|
|
|
|
Hungary
|
12/23/19
|
|
1/2/2020
|
|
10
|
|
|
|
|
|
|
Israel
|
3/3/2020
|
|
3/12/2020
|
|
9
|
|
3/4/2020
|
|
3/16/2020
|
|
12
|
|
3/5/2020
|
|
3/17/2020
|
|
12
|
|
3/9/2020
|
|
3/18/2020
|
|
9
|
|
Beginning of
Settlement Period
|
|
End of Settlement
Period
|
|
Number of Days in
Settlement Period
|
|
4/2/2020
|
|
4/13/2020
|
|
11
|
|
4/6/2020
|
|
4/14/2020
|
|
8
|
|
4/7/2020
|
|
4/20/2020
|
|
13
|
|
4/8/2020
|
|
4/21/2020
|
|
13
|
|
|
|
|
|
|
Italy
|
12/23/19
|
|
1/2/2020
|
|
10
|
|
12/30/19
|
|
1/07/2020
|
|
8
|
|
|
|
|
|
|
Japan
|
12/27/2019
|
|
1/6/2020
|
|
10
|
|
12/30/2019
|
|
1/6/2020
|
|
8
|
|
4/29/2020
|
|
5/7/2020
|
|
8
|
|
|
|
|
|
|
Malaysia
|
4/29/2020
|
|
5/7/2020
|
|
8
|
|
|
|
|
|
|
Mexico
|
1/31/2020
|
|
2/11/2020
|
|
10
|
|
4/3/2020
|
|
4/13/2020
|
|
10
|
|
4/6/2020
|
|
4/14/2020
|
|
8
|
|
4/7/2020
|
|
4/15/2020
|
|
8
|
|
4/8/2020
|
|
4/16/2020
|
|
8
|
|
|
|
|
|
|
New Zealand
|
12/21/2020
|
|
12/29/2020
|
|
8
|
|
12/22/2020
|
|
12/30/2020
|
|
8
|
|
|
|
|
|
|
Norway
|
12/23/2019
|
|
1/2/2020
|
|
10
|
|
|
|
|
|
|
Peru
|
7/24/2020
|
|
8/3/2020
|
|
9
|
|
|
|
|
|
|
Philippines
|
12/23/2019
|
|
1/2/2020
|
|
10
|
|
12/26/2019
|
|
1/3/2020
|
|
8
|
|
12/27/2019
|
|
1/6/2020
|
|
10
|
|
|
|
|
|
|
Poland
|
12/23/2019
|
|
1/2/2020
|
|
10
|
|
12/30/2019
|
|
1/7/2020
|
|
8
|
|
|
|
|
|
|
Portugal
|
12/23/2019
|
|
1/2/2020
|
|
10
|
|
|
|
|
|
|
Qatar
|
5/19/2020
|
|
5/28/2020
|
|
9
|
|
5/20/2020
|
|
6/1/2020
|
|
12
|
|
5/21/2020
|
|
6/2/2020
|
|
12
|
|
|
|
|
|
|
Russia
|
12/30/2019
|
|
1/9/2020
|
|
10
|
|
12/31/2019
|
|
1/9/2020
|
|
9
|
|
1/2/2020
|
|
1/14/2020
|
|
12
|
|
1/3/2020
|
|
1/14/2020
|
|
11
|
|
1/6/2020
|
|
1/14/2020
|
|
8
|
|
|
|
|
|
|
South Korea
|
9/28/2020
|
|
10/6/2020
|
|
8
|
|
9/29/2020
|
|
10/7/2020
|
|
8
|
|
|
|
|
|
|
Spain
|
1/2/2020
|
|
1/14/2020
|
|
13
|
|
1/3/2020
|
|
1/15/2020
|
|
12
|
|
1/3/2020
|
|
1/16/2020
|
|
12
|
|
4/22/2020
|
|
5/4/2020
|
|
11
|
|
4/23/2020
|
|
5/5/2020
|
|
11
|
|
4/24/2020
|
|
5/6/2020
|
|
11
|
|
4/27/2020
|
|
5/7/2020
|
|
9
|
|
4/28/2020
|
|
5/8/2020
|
|
9
|
|
4/29/2020
|
|
5/11/2020
|
|
11
|
|
4/30/2020
|
|
5/12/2020
|
|
11
|
|
10/1/2020
|
|
10/13/2020
|
|
11
|
|
10/2/2020
|
|
10/14/2020
|
|
11
|
|
10/5/2020
|
|
10/15/2020
|
|
9
|
|
10/6/2020
|
|
10/16/2020
|
|
9
|
|
10/7/2020
|
|
10/19/2020
|
|
11
|
|
Beginning of
Settlement Period
|
|
End of Settlement
Period
|
|
Number of Days in
Settlement Period
|
|
10/8/2020
|
|
10/20/2020
|
|
11
|
|
10/9/2020
|
|
10/21/2020
|
|
11
|
|
11/27/2020
|
|
12/9/2020
|
|
11
|
|
11/30/2020
|
|
12/10/2020
|
|
9
|
|
12/1/2020
|
|
12/11/2020
|
|
9
|
|
12/2/2020
|
|
12/14/2020
|
|
9
|
|
12/3/2020
|
|
12/15/2020
|
|
9
|
|
12/4/2020
|
|
12/16/2020
|
|
9
|
|
12/7/2020
|
|
12/17/2020
|
|
9
|
|
12/16/2020
|
|
12/28/2020
|
|
11
|
|
12/17/2020
|
|
12/29/2020
|
|
11
|
|
12/18/2020
|
|
12/30/2020
|
|
11
|
|
12/21/2020
|
|
12/31/2020
|
|
10
|
|
|
|
|
|
|
Switzerland
|
4/3/2020
|
|
4/15/2020
|
|
11
|
|
4/6/2020
|
|
4/16/2020
|
|
9
|
|
4/7/2020
|
|
4/17/2020
|
|
9
|
|
4/8/2020
|
|
4/20/2020
|
|
11
|
|
4/9/2020
|
|
4/21/2020
|
|
11
|
|
|
|
|
|
|
Taiwan
|
1/22/2020
|
|
1/30/2020
|
|
8
|
|
1/22/2020
|
|
1/31/2020
|
|
9
|
|
|
|
|
|
|
Thailand
|
4/8/2020
|
|
4/16/2020
|
|
8
|
|
4/9/2020
|
|
4/17/2020
|
|
8
|
|
|
|
|
|
|
United Arab Emirates
|
11/26/2020
|
|
12/7/2020
|
|
11
|
|
11/27/2020
|
|
12/7/2020
|
|
10
|
|
11/30/2020
|
|
12/8/2020
|
|
8
|
* These worst-case redemption cycles
are based on information regarding regular holidays, which may be out of date. Based on changes in holidays, longer (worse) redemption
cycles are possible.
SECURITIES LENDING
Because the Fund had not commenced operations
as of the date of this SAI, the Fund did not engage in securities lending activities and, as a result, did not earn income or incur
costs and expenses typically associated with such activities.
DETERMINATION OF NET ASSET VALUE
The NAV per share is determined for the
Fund’s shares as of the close of regular trading on the NYSE (typically 4:00 p.m. Eastern time, the “Valuation Time”)
on each day that the NYSE is open (the “Valuation Date”). The Fund is closed for business and does not price its shares
on the following business holidays: New Year’s Day, Martin Luther King Day, Presidents’ Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving Day, Christmas Day and other holidays observed by the NYSE. If the NYSE is closed
due to weather or other extraordinary circumstances on a day it would typically be open for business, the
Fund may treat such day as a typical business day and accept purchase and redemption orders and calculate the Fund’s NAV
in accordance with applicable law. The net asset value for the shares is determined by dividing the value of the
Fund’s net assets by the number of shares outstanding. Information that becomes known to the
Fund after the NAV has been calculated on a particular day will not generally be used to retroactively adjust the NAV determined
earlier that day.
CAPITALIZATION AND VOTING RIGHTS
The capitalization of the Trust consists
solely of an unlimited number of shares of beneficial interest. The Board of Trustees may establish additional series (with different
investment objectives and fundamental policies) at any time in the future. Establishment and offering of additional series will
not alter the rights of the Trust’s shareholders. When issued, shares are fully paid, non-assessable, redeemable and freely
transferable. Shares do not have preemptive rights or subscription rights.
Under Delaware law, shareholders are not
personally liable for the obligations of the Trust. In addition, the Trust Instrument disclaims liability of the shareholders,
Trustees or officers of the Trust for acts or obligations of the Trust, which are binding only on the assets and property of the
Trust, and requires that notice of the disclaimer be given in each contract or obligation entered into or executed by the Trust
or the Trustees. The Trust Instrument also provides for indemnification out of Trust property for all loss and expense of any shareholder
held personally liable for the obligations of the Trust. However, there is no certainty that the limited liability of shareholders
of a Delaware statutory trust will be recognized in every state. Even in such a circumstance, the risk of a shareholder
incurring
financial loss on account of shareholder liability would be limited to circumstances in which the contractual disclaimer against
shareholder liability is inoperative or the Trust itself is unable to meet its obligations, and thus should be considered remote.
As an investment company formed in Delaware,
the Trust is not required to hold routine annual shareholder meetings. Meetings of shareholders will be called whenever one or
more of the following, among other matters, is required to be acted upon by shareholders pursuant to the 1940 Act: (1) election
of trustees or (2) approval of an investment management agreement or sub-advisory agreement.
Shares of common stock have equal voting
rights (regardless of the net asset value per share). Shares do not have cumulative voting rights. Accordingly, the holders of
more than 50% of the shares of the Trust voting for the election of trustees can elect all of the trustees if they choose to do
so, and in such an event, the holders of the remaining shares would not be able to elect any trustees. Although trustees are not
elected annually, shareholders have the right to remove one or more trustees. When required by law, if the holders of one third
or more of the Trust’s outstanding shares request it in writing, a meeting of the Trust’s shareholders will be held
to approve or disapprove the removal of trustee or trustees.
Matters in which the interests of all the
Funds of the Trust are substantially identical (such as the election of trustees or the ratification of the selection of the independent
registered public accounting firm) are voted on by all shareholders of the Trust without regard to the separate Funds. Matters
that affect all or several Funds, but where the interests of the Funds are not substantially identical (such as approval of an
investment management agreement) are voted on separately by the shareholders of the Fund for their Fund. Matters that affect only
one Fund (such as a change in its fundamental policies) are voted on separately for the Fund by the shareholders of that Fund.
Likewise, matters that affect only one class of shares of the Fund (such as approval of
a plan of distribution) are voted on separately for that class by the holders of shares of that class.
Pursuant to the terms of the Participant
Agreement, an Authorized Participant, to the extent that it is a beneficial or legal owner of Fund shares, will irrevocably appoint
the Distributor as its agent and proxy with full authorization and power to vote (or abstain from voting) its beneficially or legally
owned Fund shares. The Distributor intends to vote (or abstain from voting) the Authorized Participant’s beneficially or
legally owned Fund shares in accordance with the Distributor’s proxy voting policies and procedures.
Shares entitle their holders to one vote
per share (with proportionate voting for fractional shares). As used in the prospectus or this Combined Statement of Additional
Information, the phrase “vote of a majority of the outstanding shares” of the
Fund (or the Trust) means the vote of the lesser of: (1) 67% of the shares of the Fund (or the Trust) present at a meeting, if
the holders of more than 50% of the outstanding shares are present in person or by proxy; or (2) more than 50% of the outstanding
shares of the Fund (or the Trust).
The Trust or the
Fund may be terminated by a majority vote of the Board of Trustees or the affirmative vote of a supermajority of the holders of
the Trust or the Fund entitled to vote on termination. Although the shares are not automatically redeemable upon the occurrence
of any specific event, the Trust’s organizational documents provide that the Board will have the unrestricted power to alter
the number of shares in a Creation Unit. In the event of a termination of the Trust or the
Fund, the Board, in its sole discretion, could determine to permit the shares to be redeemable in aggregations smaller than Creation
Units or to be individually redeemable. In such circumstance, the Trust may make redemptions in-kind, for cash or for a combination
of cash or securities.
TAXES
FEDERAL TAX STATUS OF THE FUND
The following discussion of the federal
tax status of the Fund is a general and abbreviated summary based on tax laws and regulations in effect on the date of this SAI.
Tax law is subject to change by legislative, administrative or judicial action.
The Fund is treated as a separate taxpayer
for federal income tax purposes. The Fund has elected or intends to elect to be treated
as a regulated investment company under Subchapter M of Chapter 1 of the Code, and to qualify as a regulated investment company
each taxable year. If the Fund: (1) continues to qualify as a regulated investment company,
and (2) distributes to its shareholders an amount at least equal to the sum of: (i) 90% of its investment company taxable income
(including for this purpose its net ordinary investment income and net realized short-term capital gains) and (ii) 90% of its
tax-exempt interest income (reduced by certain expenses) (the “90% distribution requirement”), which the Trust intends
the Fund to do, then under the provisions of Subchapter M, the Fund would not be subject to federal income tax on the portion
of its investment company taxable income and net capital gain (i.e., net long-term capital gain in excess of short-term
capital loss) it distributes to shareholders (or is treated as having been distributed to shareholders).
The Fund must meet several requirements
to maintain its status as a regulated investment company. These requirements include the following: (1) at least 90% of the Fund’s
gross income for each taxable year must be derived from dividends, interest, payments with respect to loaned securities, gains
from the sale or disposition of securities (including gains from related investments in foreign currencies), or other income (including
gains from options, futures or forward contracts) derived with respect to its business of investing in such securities or currencies,
as well as net income from interests in certain publicly traded partnerships; and (2) at the close of each quarter of the Fund’s
taxable year, (a) at least 50% of the value of the Fund’s total assets must consist of cash, cash items, securities of other
regulated investment companies, U.S. Government securities and other securities which, with respect to any one issuer, do not represent
more than 5% of all of the Fund’s assets or more than 10% of the outstanding voting securities of such issuer, and (b) the
Fund must not invest more than 25% of its total assets in the securities of any one issuer (other than U.S. Government securities
or the securities of other regulated investment companies), or of any two or more issuers that are controlled
by the Fund and that
are engaged in the same or similar trades or businesses or related trades or businesses, or of one or more qualified publicly traded
partnerships.
The Fund generally will endeavor to distribute
(or treat as deemed distributed) to its shareholders all of its investment company taxable income and its net capital gain, if
any, for each taxable year so that it will not incur federal income or excise taxes on its earnings.
In addition, in order to avoid a 4% nondeductible
federal excise tax on certain of its undistributed income, the Fund generally must distribute in a timely manner an amount at least
equal to the sum of (1) 98% of its ordinary income (taking into account certain deferrals and elections) for each calendar year,
(2) 98.2% of its capital gain net income for the one-year period ending October 31 in that calendar year, and (3) any income not
distributed in prior years (the “excise tax avoidance requirements”). For purposes of determining whether the
Fund has met this distribution requirement, the Fund will be deemed to have distributed any income or gains on which it has been
subject to U.S. federal income tax.
If for any taxable year the
Fund fails to qualify as a regulated investment company or fails to satisfy the 90% distribution requirement, all of its taxable
income becomes subject to federal, and possibly state and local, income tax at regular corporate rates (without any deduction for
distributions to its shareholders) and distributions to its shareholders constitute taxable dividend income (with such dividend
income including dividends derived from interest on tax-exempt obligations) to the extent of the Fund’s available earnings
and profits.
Investment income received from sources
within foreign countries, or capital gains earned by the Fund from investing in securities
of foreign issuers, may be subject to foreign income taxes withheld at the source. In this regard, withholding tax rates in countries
with which the United States does not have a tax treaty are often as high as 35% or more. The United States has entered into tax
treaties with many foreign countries that may entitle the Fund to a reduced rate of tax
or exemption from tax on this related income and gains. The effective rate of foreign tax cannot be determined at this time since
the amount of the Fund’s assets to be invested within various countries is not now
known. The Trust intends that the Fund will seek to operate so as to qualify for treaty-reduced rates of tax when applicable.
In addition, if the
Fund qualifies as a regulated investment company under the Code, and if more than 50% of the Fund’s total assets at the close
of the taxable year consists of securities of foreign corporations, the Fund may elect, for U.S. federal income tax purposes, to
treat foreign income taxes paid by the Fund (including certain withholding taxes) that can be treated as income taxes under U.S.
income tax principles as paid by its shareholders. If the Fund makes such an election, an
amount equal to the foreign income taxes paid by the Fund would be included in the income of its shareholders and the shareholders
often are entitled to credit their portions of this amount against their U.S. tax liabilities, if any, or to deduct those portions
from their U.S. taxable income, if any. Shortly after any year for which it makes such an election, the Fund will report to its
shareholders, in writing, the amount per share of foreign tax that must be included in each shareholder’s gross income and
the amount that will be available as a deduction or credit. Shareholders must itemize their deductions in order to deduct foreign
taxes. Certain limitations may apply that could limit the extent to which the credit or the deduction for foreign taxes may be
claimed by a shareholder.
The Fund’s transactions in options
contracts and futures contracts are subject to special provisions of the Code that, among other things, may affect the character
of gains and losses realized by the Fund (that is, may affect whether gains or losses are ordinary or capital), accelerate recognition
of income to the Fund and defer losses of the Fund. These rules (1) could affect the character, amount and timing of distributions
to shareholders of the Fund, (2) could require the Fund to “mark to market” certain types of the positions in its portfolio
(that is, treat them as if they were closed out) and (3) may cause the Fund to recognize income without receiving cash with which
to make distributions in amounts necessary to satisfy the 90% distribution requirement and the excise tax avoidance requirements
described above. The Trust seeks to monitor transactions of the Fund, seeks to make the appropriate tax elections on behalf of
the Fund and seeks to make the appropriate entries in the Fund’s books and records when the Fund acquires any option, futures
contract or hedged investment, to mitigate the effect of these rules.
Under the Regulated Investment Company
Modernization Act of 2010 (the “Act”), the Fund is permitted to carry forward capital losses for an unlimited period.
Additionally, capital loss carryforwards retain their character as either short-term or long-term capital losses rather than being
considered all short-term as permitted under prior regulation.
Because the Fund had not commenced
operations as of the date of this SAI, no information regarding capital loss carryforwards is available. If the
Fund acquires stock in certain foreign corporations that receive at least 75% of their annual gross income from passive
sources (such as interest, dividends, rents, royalties or capital gain) or hold at least 50% of their total assets in investments
producing such passive income (“passive foreign investment companies”), the Fund could be subject to federal income
tax and additional interest charges on “excess distributions” received from such companies or gain from the sale of
stock in such companies, even if all income or gain actually received by the Fund is timely distributed to its shareholders. The
Fund would not be able to pass through to its shareholders any credit or deduction for such a tax. Certain elections may, if available,
ameliorate these adverse tax consequences, but any such election may require the Fund to recognize taxable income or gain without
the concurrent receipt of cash. The Fund may limit and/or manage its holdings in passive foreign investment companies to minimize
its tax liability.
Foreign exchange gains and losses realized
by the Fund in connection with certain transactions involving non-dollar debt securities,
certain foreign currency futures contracts, foreign currency option contracts, foreign currency forward contracts, foreign currencies,
or payables or receivables denominated in a foreign currency are subject to Code provisions which generally treat such gains and
losses as ordinary income and losses and may affect the amount, timing and character of distributions to shareholders. Any such
transactions that are not directly related to the Fund’s investment in securities (possibly including speculative currency
positions or currency derivatives not used for hedging purposes) could, under future Treasury regulations, produce income not among
the types of “qualifying income” from which the Fund must derive at least 90% of its annual gross income.
Investments in below investment grade instruments
may present special tax issues for the Fund. U.S. federal income tax rules are not entirely clear about issues such as when the
Fund may cease to accrue interest, original issue discount or market discount, when and to what extent deductions may be taken
for bad debts or worthless instruments, how payments received on obligations in default should be allocated between principal and
income and whether exchanges of debt obligations in a bankruptcy or workout context are taxable. These and other issues will be
addressed by the Fund to the extent necessary in order to seek to ensure that it distributes sufficient income that it does not
become subject to U.S. federal income or excise tax.
Pay-in-kind instruments (“PIKs”)
are securities that pay interest in either cash or additional securities, at the issuer’s option, for a specified period.
PIKs, like zero-coupon bonds, are designed to give an issuer flexibility in managing cash flow. PIK bonds can be either senior
or subordinated debt and trade flat (i.e., without accrued interest). The price of PIK bonds is expected to reflect the
market value of the underlying debt plus an amount representing accrued interest since the last payment. PIKs are usually less
volatile than zero-coupon bonds, but more volatile than cash pay securities.
The Fund must accrue income on investments
in certain PIKs, zero coupon securities or certain deferred interest securities (and, in general, any other securities with original
issue discount or with market discount if the Fund elects to include market discount in current income) prior to the receipt of
the corresponding cash. However, because the Fund must meet the 90% distribution requirement
to qualify as a regulated investment company, the Fund may have to dispose of its portfolio investments under disadvantageous circumstances
to generate cash, or may have to leverage itself by borrowing the cash, to satisfy the applicable distribution requirements.
The tax treatment of income, gains and
losses attributable to foreign currencies (and derivatives on such currencies), and various other special tax rules applicable
to certain financial transactions and instruments could affect the amount, timing and character of the Fund’s distributions.
In some cases, these tax rules could also result in a retroactive change in the tax character of prior distributions and may also
possibly cause all, or a portion, of prior distributions to be reclassified as returns of capital for tax purposes.
The federal income tax rules applicable
to interest rate swaps, caps and floors are unclear in certain respects, and the Fund may
be required to account for these transactions in a manner that, in certain circumstances, may limit the degree to which it may
utilize these transactions.
SHAREHOLDER TAXATION
The following discussion of certain federal
income tax issues of shareholders of the Fund is a general and abbreviated summary based
on tax laws and regulations in effect on the date of this SAI. Tax law is subject to change by legislative, administrative or judicial
action. The following discussion relates solely to U.S. federal income tax law as applicable to U.S. taxpayers (e.g., U.S.
citizens or residents and U.S. domestic corporations, trusts or estates). The discussion does not address special tax rules applicable
to certain classes of investors, such as qualified retirement accounts or trusts, tax-exempt entities, insurance companies, entities
treated as partnerships for U.S. federal income tax purposes, banks and other financial institutions or to non-U.S. taxpayers.
Dividends, capital gain distributions, and ownership of or gains realized on the sale of the shares of the
Fund may also be subject to state and local taxes. This summary does not address any federal estate tax issues that may arise from
ownership of Fund shares. Shareholders should consult their own tax advisers as to the federal, state and local tax consequences
of ownership of shares of, and receipt of distributions from, the Fund in their particular circumstances.
In general, as described in the prospectus,
distributions from the Fund are generally taxable to shareholders as ordinary income, qualified
dividend income, exempt-interest dividends or long-term capital gains. Distributions of the
Fund’s investment company taxable income (other than qualified dividend income) are taxable as ordinary income to shareholders
to the extent of the Fund’s current or accumulated earnings and profits, whether paid in cash or reinvested in additional
shares. Distributions from net short-term capital gains are taxable to a shareholder as ordinary income. Distributions of the
Fund’s net capital gain properly designated by the Fund as “capital gain dividends” are taxable to a shareholder
as long-term capital gain regardless of the shareholder’s holding period for his or her shares and regardless of whether
paid in cash or reinvested in additional shares. To the extent that the Fund derives dividends
from domestic corporations, a portion of the income distributions of the Fund may be eligible for the deduction for dividends received
by corporations. Shareholders will be informed of the portion of dividends which so qualify. The dividends-received deduction is
reduced to the extent the shares held by the Fund with respect to which the dividends are
received are treated as debt-financed under federal income tax law and is eliminated if either those shares or the shares of the
Fund are deemed to have been held by the Fund or the shareholders, as the case may be, for less than 46 days during the 90-day
period beginning 45 days before the shares become ex-dividend. Properly reported distributions of qualified dividend income generally
are taxable to individual shareholders at the same rates that apply to long-term capital gains, if certain holding period and other
requirements are met. Dividend distributions will not be eligible for the reduced rates applicable to qualified dividend income
unless, among other things, the shares held by the Fund with respect to which dividends
are paid and the shares of the Fund are deemed to have been held by the Fund and the shareholders, respectively, for more than
60 days during the 121-day period beginning 60 days before the shares become ex-dividend. Distributions, if any, in excess of earnings
and profits usually constitute a return of capital, which first reduces an investor’s tax basis in the
Fund’s shares and thereafter (after such basis is reduced to zero) generally gives rise to capital gains.
For a summary of
the tax rates applicable to capital gains, including capital gain dividends, see the discussion below. Given the investment strategies
of the Fund, it is not expected that a significant portion of the Fund’s dividends
would be eligible to be designated as qualified dividend income or for the dividends-received deduction for corporations.
Under the Code, interest on indebtedness
incurred or continued to purchase or carry shares of the Fund is not deductible by the investor
in proportion to the percentage of the Fund’s distributions from investment income
that is exempt from federal income tax. State laws may also restrict the deductibility of interest on indebtedness incurred or
continued to purchase or carry shares of the Fund. Indebtedness may be allocated to shares
of the Fund even though not directly traceable to the purchase of such shares. In addition,
any loss realized by a shareholder of the Fund upon the sale of shares held for six months
or less may be disallowed to the extent of any exempt-interest dividends received with respect to such shares. For Fund shares
acquired after December 22, 2010, this loss disallowance does not apply provided that the exempt-interest dividend was a regular
dividend and the applicable Fund declares exempt-interest dividends on a daily basis in an amount equal to at least 90% of its
net tax-exempt interest and distributes such dividends on at least a monthly basis.
If the
Fund disposes of a municipal obligation that it acquired at a market discount, it must recognize any gain it realizes on the disposition
as ordinary income (and not as capital gain) to the extent of the accrued market discount.
Certain deductions otherwise allowable
to financial institutions and property and casualty insurance companies will be eliminated or reduced by reason of the receipt
of certain exempt-interest dividends. Shareholders who are “substantial users” (or persons related thereto) of facilities
financed by governmental obligations should consult their advisers before investing in the
Fund. Tax-exempt income will be included in determining the taxability of social security payments and railroad retirement benefits.
Tax-exempt income received by a tax-deferred retirement will generally be taxable when later distributed from that account.
At the Trust’s option, the Trust
may cause the Fund to retain some or all of its net capital gain for a tax year, but may
designate the retained amount as a “deemed distribution.” In that case, among other consequences, the Fund pays tax
on the retained amount for the benefit of its shareholders, the shareholders are required to report their share of the deemed distribution
on their tax returns as if it had been distributed to them, and the shareholders may report a credit for the tax paid thereon by
the Fund. The amount of the deemed distribution net of such tax is added to the shareholder’s cost basis for his or her shares.
Since the Trust expects the Fund to pay tax on any retained net capital gain at its regular corporate capital gain tax rate, and
since that rate is in excess of the maximum rate currently payable by individuals on long-term capital gain, the amount of tax
that individual shareholders are treated as having paid will exceed the amount of tax that such shareholders would be required
to pay on the retained net capital gain. A shareholder that is not subject to U.S. federal income tax or tax on long-term capital
gain should be able to file a return on the appropriate form or a claim for refund that allows such shareholder to recover the
taxes paid by the Fund on his or her behalf. In the event that the Trust chooses this option
on behalf of the Fund, the Trust must provide written notice to the shareholders prior to
the expiration of 60 days after the close of the relevant tax year.
Any dividend declared by the
Fund in October, November, or December of any calendar year, payable to shareholders of record on a specified date in such a month
and actually paid during January of the following year, is treated as if it had been received by the shareholders on December 31
of the year in which the dividend was declared.
An investor should consider the tax implications
of buying shares just prior to a distribution. Even if the price of the shares includes the amount of the forthcoming distribution,
the shareholder generally will be taxed upon receipt of the distribution and is not entitled to offset the distribution against
the tax basis in his or her shares. In addition, an investor should be aware that, at the time he or she purchases shares of the
Fund, a portion of the purchase price is often attributable to realized or unrealized appreciation in the Fund’s portfolio
or undistributed taxable income of the Fund. Subsequent distributions from such appreciation or income may be taxable to such investor
even if the net asset value of the investor’s shares is, as a result of the distributions, reduced below the investor’s
cost for such shares, and the distributions in reality represent a return of a portion of the purchase price.
A shareholder generally recognizes taxable
gain or loss on a sale of his or her shares. The amount of the gain or loss is measured by the difference between the shareholder’s
adjusted tax basis in his or her shares and the amount of the proceeds received in exchange for such shares. Any gain or loss arising
from (or, in the case of distributions in excess of earnings and profits, treated as arising from) the sale of shares generally
is a capital gain or loss if such shares are held as capital assets. This capital gain or loss normally is treated as a long-term
capital gain or loss if the shareholder has held his or her shares for more than one year at the time of such sale; otherwise,
it is classified as short-term capital gain or loss. If, however, a shareholder receives a capital gain dividend with respect to
any share of the Fund, and the share is sold before it has been held by the shareholder
for at least six months, then any loss on the sale or exchange of the share, to the extent of the capital gain dividend, is treated
as a long-term capital loss. In addition, all or a portion of any loss realized upon a taxable disposition of shares may be disallowed
if other shares of the same Fund are purchased (including any purchase through a reinvestment of distributions from the Fund) within
30 days before or after the disposition. In such a case, the basis of the shares acquired will be adjusted to reflect the disallowed
loss.
Individuals (and certain other non-corporate
entities) are generally eligible for a 20% deduction with respect to taxable ordinary dividends from REITs (“Qualifying REIT
Dividends”) and certain taxable income from publicly traded partnerships (“MLP Income”). The IRS has recently
issued proposed regulations permitting a regulated investment company to pass through to its shareholders Qualifying REIT Dividends
eligible for the 20% deduction. However, the proposed regulations do not provide a mechanism for a regulated investment company
to pass through to its shareholders MLP Income that would be eligible for such deduction. It is
uncertain whether future legislation
or other guidance will enable a regulated investment company to pass through the special character of MLP Income to the regulated
investment company’s shareholders.
IRS Regulations require reporting to the
IRS and furnishing to shareholders the cost basis information and holding period for Fund shares purchased on or after January
1, 2012, and sold on or after that date. Shareholders may elect from among several cost basis methods accepted by the IRS, including
average cost. Fund shareholders should consult with their tax advisors to determine the best cost basis method for their tax situation
and to obtain more information about how the cost basis reporting rules apply to them. Shareholders should contact their financial
intermediaries with respect to reporting of cost basis and available elections for their accounts.
In general, non-corporate shareholders
currently are subject to a maximum federal income tax rate of either 15% or 20% (depending on whether the shareholder’s income
exceeds certain threshold amounts) on their net long-term capital gain (the excess of net long-term capital gain over net short-term
capital loss) for a taxable year (including a long-term capital gain derived from an investment in the shares) and certain qualified
dividend income, while other income may be taxed at rates as high as 37%, for taxable years beginning after 2017 and before 2026
(if not extended further by Congress). Shareholders must satisfy a holding period of more than 60 days with respect to a distribution
that is otherwise eligible to be treated as a qualified dividend during the 121-day period that begins 60 days before the ex-dividend
date. Corporate taxpayers currently are subject to federal income tax on net capital gain at the maximum rate also applied to ordinary
income (21%). Tax rates imposed by states and local jurisdictions on capital gain and ordinary income may differ. Non-corporate
shareholders with net capital losses for a year (i.e., capital losses in excess of capital gains) generally may deduct up
to $3,000 of such losses against their ordinary income each year; any net capital losses of a non-corporate shareholder in excess
of $3,000 generally may be carried forward and used in subsequent years as provided in the Code. Corporate shareholders generally
may not deduct any net capital losses for a year, but may carry back such losses for three years or carry forward such losses for
five years.
An additional 3.8% Medicare tax is imposed
on certain net investment income (including ordinary dividends and capital gain distributions received from the
Fund and net gains from sales or other taxable dispositions of Fund shares) of US individuals, estates and trusts to the extent
that such person’s “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. The Fund sends to each of its shareholders, as promptly
as possible after the end of each calendar year, a notice detailing, on a per share and per distribution basis, the amounts includible
in such shareholder’s taxable income for such year as ordinary income and as long-term capital gain. In addition, the federal
tax status of each year’s distributions generally is reported to the IRS. Distributions may also be subject to additional
state, local, and foreign taxes depending on a shareholder’s particular situation.
As a result of U.S. federal income tax
requirements, the Trust on behalf of the Fund, has the right to reject an order for a creation of shares if the creator (or group
of creators) would, upon obtaining the shares so ordered, own 80% or more of the outstanding shares of the Fund and if, pursuant
to Section 351 of the Code, the Fund would have a basis in the Deposit Securities different from the market value of such securities
on the date of deposit. The Trust also has the right to require information necessary to determine beneficial share ownership for
purposes of the 80% determination. See “Creations and Redemptions.”
Dividends paid by the
Fund to a non-U.S. shareholder generally are subject to U.S. withholding tax at a rate of 30% (unless the tax is reduced or eliminated
by an applicable treaty). Certain properly designated dividends paid by the Fund, however, generally are not subject to this tax,
to the extent paid from net capital gains. In addition, under an exemption recently made permanent by Congress, a portion of the
Fund’s distributions received by a non-U.S. investor may be exempt from U.S. withholding tax to the extent attributable to
U.S. source interest income and short-term capital gains if such amounts are properly reported by the Fund. However, depending
on the circumstances, the Fund may designate all, some or none of the Fund’s potentially
eligible dividends as eligible for the 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.
Withholding of U.S. tax (at a 30% rate)
is required on payments of dividends 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 enable the applicable withholding agent to determine
whether withholding is required.
Non-U.S. shareholders may also be subject
to U.S. estate tax with respect to their shares of the Fund.
Shareholders may be subject to U.S. federal
income tax withholding (currently, at a rate of 24%) (“backup withholding”) from all taxable distributions payable
to (1) any shareholder who fails to furnish the Trust with its correct taxpayer identification number or a certificate that the
shareholder is exempt from backup withholding, and (2) any shareholder with respect to whom the IRS notifies the Trust that the
shareholder has failed to properly report certain interest and dividend income to the IRS and to respond to notices to that effect.
An individual’s taxpayer identification number is his or her social security number. The 24% backup withholding tax is not
an additional tax and may be credited against a taxpayer’s regular federal income tax liability.
PRINCIPAL UNDERWRITER
ALPS Distributors, Inc. serves as the
principal underwriter to the Fund. ALPS is located at 1290 Broadway, Suite 1000, Denver, Colorado 80203.
Securities
Depository for Shares of the Fund
Shares of the Fund are represented by securities
registered in the name of DTC or its nominee and deposited with, or on behalf of, DTC.
DTC, a limited-purpose trust company, was
created to hold securities of its participants and to facilitate the clearance and settlement of securities transactions among
the DTC Participants in such securities through electronic book-entry changes in accounts of the DTC Participants, thereby eliminating
the need for physical movement of securities’ certificates. DTC Participants include securities brokers and dealers, banks,
trust companies, clearing corporations and certain other organizations, some of whom (and/or their representatives) own DTC. More
specifically, DTC is owned by a number of its DTC Participants and by the NYSE and the FINRA. Access to the DTC system is also
available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship
with a DTC Participant, either directly or indirectly (“Indirect Participants”).
Beneficial ownership of shares is limited
to DTC Participants, Indirect Participants and persons holding interests through DTC Participants and Indirect Participants. Ownership
of beneficial interests in shares (owners of such beneficial interests are referred to herein as “Beneficial Owners”)
is shown on, and the transfer of ownership is effected only through, records maintained by DTC (with respect to DTC Participants)
and on the records of DTC Participants (with respect to Indirect Participants and Beneficial Owners that are not DTC Participants).
Beneficial Owners will receive from or through the DTC Participant a written confirmation relating to their purchase of shares.
Conveyance of all notices, statements and
other communications to Beneficial Owners is effected as follows. Pursuant to the Depositary Agreement between the Trust and DTC,
DTC is required to make available to the Trust upon request and for a fee to be charged to the Trust a listing of the shares of
the Fund held by each DTC Participant. The Trust shall inquire of each such DTC Participant as to the number of Beneficial Owners
holding shares, directly or indirectly, through such DTC Participant. The Trust shall provide each such DTC Participant with copies
of such notice, statement or other communication, in such form, number and at such place as such DTC Participant may reasonably
request, in order that such notice, statement or communication may be transmitted by such DTC Participant, directly or indirectly,
to such Beneficial Owners. In addition, the Trust shall pay to each such DTC Participant a fair and reasonable amount as reimbursement
for the expenses attendant to such transmittal, all subject to applicable statutory and regulatory requirements.
Share distributions shall be made to DTC
or its nominee as the registered holder of all shares of the Trust. DTC or its nominee, upon receipt of any such distributions,
shall credit immediately DTC Participants’ accounts with payments in amounts proportionate to their respective beneficial
interests in shares of the Fund as shown on the records of DTC or its nominee. Payments
by DTC Participants to Indirect Participants and Beneficial Owners of shares held through such DTC Participants will be governed
by standing instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer
form or registered in a “street name,” and will be the responsibility of such DTC Participants.
The Trust has no responsibility or liability
for any aspect of the records relating to or notices to Beneficial Owners, or payments made on account of beneficial ownership
interests in such shares, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests,
or for any other aspect of the relationship between DTC and the DTC Participants or the relationship between such DTC Participants
and the Indirect Participants and Beneficial Owners owning through such DTC Participants. DTC may decide to discontinue providing
its service with respect to shares of the Trust at any time by giving reasonable notice to the Trust and discharging its responsibilities
with respect thereto under applicable law. Under such circumstances, the Trust shall take action to find a replacement for DTC
to perform its functions at a comparable cost.
CUSTODIAN AND TRANSFER AGENT
Portfolio securities of the Fund are held
pursuant to a Custodian Agreement between the Trust and State Street Bank and Trust Company, 500 Pennsylvania Avenue, Kansas City,
Missouri 64105. State Street Bank and Trust Company also serves as Transfer Agent for the Fund pursuant to a Transfer Agency and
Service Agreement.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
PricewaterhouseCoopers LLP (“PWC”)
will serve as the Fund’s Independent Registered Public Accounting Firm for the fiscal year ended July 31, 2020. PWC is located
at Two Commerce Square, 2001 Market Street, Suite 1800, Philadelphia, Pennsylvania 19103.
OTHER INFORMATION
The Hartford has granted the Trust the
right to use the name “The Hartford” or “Hartford,” and has reserved the right to withdraw its consent
to the use of such name by the Trust and the Fund at any time, or to grant the use of such name to any other company.
CODE OF ETHICS
The Fund, HFMC and the sub-adviser have
each adopted a code of ethics designed to protect the interests of the Fund’s shareholders. Under each code of ethics, investment
personnel are permitted to trade securities for their own account, including securities that may be purchased or held by the Fund,
subject to certain restrictions. Each code of ethics has been filed with the SEC and may be viewed by the public.
FINANCIAL STATEMENTS
The Trust’s audited financial statements
for the fiscal year ended July 31, 2020 for the Fund and related reports of the Trust’s Independent Registered Public Accounting
Firm, will be available in the Trust’s Annual Report once the Fund has completed its first annual fiscal period.
The Trust’s most recent Annual
Report and Semi-Annual Report are available without charge by calling the Fund at 1-800-456-7526 or by visiting the Fund’s
website at hartfordfunds.com or on the SEC’s website at www.sec.gov.
PROXY VOTING POLICIES AND PROCEDURES
The Board of Trustees believes that
the voting of proxies with respect to securities held by the Fund is an important element of the overall investment process. Pursuant
to the Fund’s Policy Related to Proxy Voting, as approved by the Fund’s Board of Trustees, HFMC has delegated to the
sub-adviser the authority to vote all proxies relating to the Fund’s portfolio securities, subject to oversight by HFMC.
The Fund’s exercise of this delegated proxy voting authority is subject to oversight by HFMC. The sub-adviser has a duty
to vote or not vote such proxies in the best interests of the sub-advised Fund and its shareholders, and to avoid the influence
of conflicts of interest. In addition, if the sub-adviser requests that the Investment Manager vote a proxy in the Fund because
the sub-adviser believes it has a conflict of interest with respect to said proxy, the Investment Manager may vote such securities.
The Investment Manager may choose to echo vote, vote in accordance with stated guidelines set forth by a proxy voting service,
abstain or hire a third-party fiduciary.
The policies and procedures used by
the investment manager and the sub-adviser to determine how to vote certain proxies relating to portfolio securities are described
below. In addition to a summary description of such policies and procedures, included below are descriptions of how such policies
and procedures apply to various topics. However, the following are descriptions only and more complete information should be obtained
by reviewing the sub-adviser’s policies and procedures, as well as the Fund’s voting records. For a complete copy
of the sub-adviser’s proxy voting policies and procedures, as well as any separate guidelines it uses, please refer to hartfordfunds.com.
Information on how the Fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June
30 is available (1) without charge, upon request, by calling 1-800-456-7526 and (2) on the SEC’s website at www.sec.gov.
If a security has not been restricted
from securities lending and the security is on loan over a record date, the Fund’s sub-adviser may not be able to vote any
proxies for that security. For more information about the impact of lending securities on proxy voting, see “Lending
Portfolio Securities.”
Wellington Management Company LLP
Global Proxy Policy and Procedures
INTRODUCTION
Wellington Management has adopted and implemented
policies and procedures that it believes are reasonably designed to ensure that proxies are voted in the best economic interests
of clients for whom it exercises proxy-voting discretion.
Wellington Management's Proxy Voting Guidelines
(the "Guidelines") set forth broad guidelines and positions on common proxy issues that Wellington Management uses in
voting on proxies. In addition, Wellington Management also considers each proposal in the context of the issuer, industry and country
or countries in which the issuer's business is conducted. The Guidelines are not rigid rules and the merits of a particular proposal
may cause Wellington Management to enter a vote that differs from the Guidelines.
STATEMENT OF POLICY
Wellington Management:
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1)
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Votes client proxies for which clients have affirmatively delegated proxy-voting authority, in
writing, unless it determines that it is in the best interest of one or more clients to refrain from voting a given proxy.
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2)
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Votes all proxies in the best interests of the client for whom it is voting, i.e., to maximize
economic value.
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3)
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Identifies and resolves all material proxy-related conflicts of interest between the firm and its
clients in the best interests of the client.
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RESPONSIBILITY AND OVERSIGHT
The Investment Research Group ("Investment
Research") monitors regulatory requirements with respect to proxy voting and works with the firm's Legal and Compliance Group
and the Investment Stewardship Committee to develop practices that implement those requirements. Investment Research also acts
as a resource for portfolio managers and research analysts on proxy matters as needed. Day-to-day administration of the proxy voting
process is the responsibility of Investment Research. The Investment Stewardship Committee is responsible for oversight of the
implementation of the Global Proxy Policy and Procedures, review and approval of the Guidelines and for providing advice and guidance
on specific proxy votes for individual issuers.
PROCEDURES
Use of Third-Party Voting Agent
Wellington Management uses the services
of a third-party voting agent to manage the administrative aspects of proxy voting. The voting agent processes proxies for client
accounts, casts votes based on the Guidelines and maintains records of proxies voted.
Receipt of Proxy
If a client requests that Wellington Management
votes proxies on its behalf, the client must instruct its custodian bank to deliver all relevant voting material to Wellington
Management or its voting agent.
Reconciliation
Each public security proxy received by
electronic means is matched to the securities eligible to be voted and a reminder is sent to any custodian or trustee that has
not forwarded the proxies as due. Although proxies received for private securities, as well as those received in non-electronic
format, are voted as received, Wellington Management is not able to reconcile these proxies to holdings, nor does it notify custodians
of non-receipt.
Research
In addition to proprietary investment research
undertaken by Wellington Management investment professionals, Investment Research conducts proxy research internally, and uses
the resources of a number of external sources to keep abreast of developments in corporate governance and of current practices
of specific companies.
Proxy Voting
Following the reconciliation process, each
proxy is compared against the Guidelines, and handled as follows:
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Generally, issues for which explicit proxy voting guidance is provided in the Guidelines (i.e.,
"For", "Against", "Abstain") are reviewed by Investment Research and voted in accordance with the
Guidelines.
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·
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Issues identified as "case-by-case" in the Guidelines are further reviewed by Investment
Research. In certain circumstances, further input is needed, so the issues are forwarded to the relevant research analyst and/or
portfolio manager(s) for their input.
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·
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Absent a material conflict of interest, the portfolio manager has the authority to decide the final
vote. Different portfolio managers holding the same securities may arrive at different voting conclusions for their clients' proxies.
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Wellington Management reviews regularly
the voting record to ensure that proxies are voted in accordance with these Global Proxy Policy and Procedures and the Guidelines;
and ensures that documentation and reports, for clients and for internal purposes, relating to the voting of proxies are promptly
and properly prepared and disseminated.
Material Conflict of Interest Identification
and Resolution Processes
Wellington Management's broadly diversified
client base and functional lines of responsibility serve to minimize the number of, but not prevent, material conflicts of interest
it faces in voting proxies. Annually, the Investment Stewardship Committee sets standards for identifying material conflicts based
on client, vendor, and lender relationships, and publishes those standards to individuals involved in the proxy voting process.
In addition, the Investment Stewardship Committee encourages all personnel to contact Investment Research about apparent conflicts
of interest, even if the apparent conflict does not meet the published materiality criteria. Apparent conflicts are reviewed by
designated members of the Investment Stewardship Committee to determine if there is a conflict and if so whether the conflict is
material.
If a proxy is identified as presenting
a material conflict of interest, the matter must be reviewed by designated members of the Investment Stewardship Committee, who
will resolve the conflict and direct the vote. In certain circumstances, the designated members may determine that the full Investment
Stewardship Governance Committee should convene.
OTHER CONSIDERATIONS
In certain instances, Wellington Management
may be unable to vote or may determine not to vote a proxy on behalf of one or more clients. While not exhaustive, the following
are potential instances in which a proxy vote might not be entered.
Securities Lending
In general, Wellington Management does
not know when securities have been lent out pursuant to a client’s securities lending program and are therefore unavailable
to be voted. Efforts to recall loaned securities are not always effective, but, in rare circumstances, Wellington Management may
recommend that a client attempt to have its custodian recall the security to permit voting of related proxies.
Share Blocking and Re-registration
Certain countries impose trading restrictions
or requirements regarding re-registration of securities held in omnibus accounts in order for shareholders to vote a proxy. The
potential impact of such requirements is evaluated when determining whether to vote such proxies.
Lack of Adequate Information, Untimely
Receipt of Proxy Materials, or Excessive Costs
Wellington Management may abstain from
voting a proxy when the proxy statement or other available information is inadequate to allow for an informed vote, when the proxy
materials are not delivered in a timely fashion or when, in Wellington Management’s judgment, the costs exceed the expected
benefits to clients (such as when powers of attorney or consularization are required).
ADDITIONAL INFORMATION
Wellington
Management maintains records related to proxies pursuant to Rule 204-2 of the Investment Advisers Act of 1940 (the “Advisers
Act”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and other applicable laws.
Wellington
Management provides clients with a copy of its Global Proxy Policy and Procedures, including the Guidelines, upon
written request. In addition, Wellington Management will make specific client information relating to proxy voting available to
a client upon reasonable written request.
Dated: 1 January 2018
Wellington Management Company LLP
Global Proxy Voting Guidelines
Introduction
Upon a client’s written request,
Wellington Management Company LLP (“Wellington Management”) votes securities that are held in the client’s account
in response to proxies solicited by the issuers of such securities. Wellington Management established these guidelines to document
positions generally taken on common proxy issues voted on behalf of clients.
These guidelines are based on Wellington
Management’s fiduciary obligation to act in the best economic interest of its clients as shareholders. Hence, Wellington
Management examines and seeks to vote each proposal so that the long-term effect of the vote will ultimately increase shareholder
value for our clients. Because ethical considerations can have an impact on the long-term value of assets, our voting practices
are also attentive to these issues, and votes will be cast against unlawful and unethical activity. Further, Wellington Management’s
experience in voting proposals has shown that similar proposals often have different consequences for different companies. Moreover,
while these guidelines are written to apply globally, differences in local practice and law make universal application impractical.
Therefore, each proposal is evaluated on its merits, taking into account its effects on the specific company in question and on
the company within its industry. It should be noted that the following are guidelines, not rigid rules, and Wellington Management
reserves the right in all cases to vote contrary to guidelines where doing so is judged to represent the best economic interest
of our clients.
Following is a list of common proposals
and the guidelines on how Wellington Management anticipates voting on these proposals. The “(SP)” after a proposal
indicates that the proposal is usually presented as a shareholder proposal.
Voting Guidelines
Composition and Role of the Board
of Directors
Elect Directors. Case by Case.
Wellington Management believes that shareholders’
ability to elect directors annually is the most important right shareholders have. We generally support management nominees, but
will withhold votes from any director who is demonstrated to have acted contrary to the best economic interest of shareholders.
Wellington Management believes that a diverse board is in the best interest of shareholders, so Wellington Management considers
board diversity as part of their assessment. Wellington Management may also withhold votes from directors who failed to implement
shareholder proposals that received majority support, implemented dead-hand or no-hand poison pills, or failed to attend at least
75% of scheduled board meetings.
Declassify Board of Directors. For.
Adopt Director Tenure/Retirement Age
(SP). Against.
Adopt Director and Officer Indemnification. For.
Wellington Management generally supports director and officer
indemnification as critical to the attraction and retention of qualified candidates to the board. Such proposals must incorporate
the duty of care.
Allow Special Interest Representation
to Board (SP). Against.
Require Board Independence. For.
Wellington Management believes that boards are best-positioned
to represent shareholders’ interests when they have a sufficient quantity of independent directors in the boardroom. Wellington
Management believes that, in the absence of a compelling counter-argument or prevailing market norms, at least two-thirds of a
board should be composed of independent directors, with independence defined by the local market regulatory authority. Expressing
Wellington Management’ssupport for these levels of independence may include withholding approval for non-independent directors,
as well as votes in support of shareholder proposals calling for independence. To determine the appropriate minimum level of board
independence, we look to the prevailing market best practice — for example, one-third independent in Japan, two-thirds independent
in the US, and majority independent in the UK and France.
Require Key Board Committees to be Independent. For.
Key board committees are the nominating, audit, and compensation
committees. Exceptions will be made, as above, with respect to local market conventions.
Require a Separation of Chair and CEO
or Require a Lead Director (SP). For.
Approve Directors’ Fees.
Case by Case.
Approve Bonuses for Retiring Directors.
Case by Case.
Approve Board Size. For.
Elect Supervisory Board/Corporate
Assembly/Statutory Auditors. Case by Case.
Companies in certain markets are governed
by multitiered boards, with each tier having different powers and responsibilities. Wellington Management holds supervisory board
members to similar standards described above under “Elect directors,” subject to prevailing local governance best
practices.
Majority Vote on Election of Directors (SP). For.
Wellington Management believes that the election of directors
by a majority of votes cast is the appropriate standard for companies to adopt and therefore generally will support those proposals
that seek to adopt such a standard. Wellington Management supports for such proposals will extend typically to situations where
the relevant company has an existing resignation policy in place for directors that receive a majority of “withhold”
votes. Wellington Management believes that it is important for majority voting to be defined within the company’s charter
and not simply within the company’s corporate governance policy.
Generally Wellington Management will
not support proposals that fail to provide for the exceptional use of a plurality standard in the case of contested elections.
Further, Wellington Management will not support proposals that seek to adopt a majority of votes outstanding (i.e., total votes
eligible to be cast as opposed to actually cast) standard.
Adopt Proxy Access. For.
Wellington Management generally supports
proposals that allow significant and long-term shareholders the right to nominate director candidates on management’s proxy
card. That being said, Wellington Management may vote against a proxy access proposal if it is shareholder-sponsored and it requests
that the company adopt proxy access without reasonable constraints or in a way that markedly differs from prevailing market norms.
Contested Director Election. Case
by Case
Compensation
Adopt/Amend Stock Option Plans.
Case by Case.
While Wellington Management believes
equity compensation helps align plan participants’ and shareholders’ interests, Wellington Management will vote against
plans that Wellington Management finds excessively dilutive or costly. Additionally, Wellington Management will generally vote
against plans that allow the company to reprice options without shareholder approval. Wellington Management will also vote against
plans that allow the company to add shares to the plan without shareholder approval, otherwise known as an “evergreen”
provision.
Adopt/Amend Employee Stock Purchase
Plans. Case by Case.
Wellington Management generally supports
employee stock purchase plans, as they may align employees’ interests with the interests of shareholders. That being said,
Wellington Management typically votes against plans that do not offer shares to a broad group of employees (i.e., only executives
are allowed to participate) or plans that offer shares at a significant discount.
Approve/Amend Bonus Plans. Case
by Case.
In the US, bonus plans are customarily
presented for shareholder approval pursuant to section 162(m) of the omnibus budget reconciliation act of 1992 (“OBRA”).
OBRA stipulates that certain forms of compensation are not tax deductible unless approved by shareholders and subject to performance
criteria. Because OBRA does not prevent the payment of subject compensation, Wellington Management generally votes “for”
these proposals. Nevertheless, occasionally these proposals are presented in a bundled form seeking 162(m) approval and approval
of a stock option plan. In such cases, failure of the proposal prevents the awards from being granted. Wellington Management will
vote against these proposals where the grant portion of the proposal fails our guidelines for the evaluation of stock option plans.
Approve Remuneration Policy. Case
by Case.
Approve Compensation Packages for
Named Executive Officers. Case by Case.
Determine Whether the Compensation Vote
Will Occur Every One, Two, or Three years. One Year
Exchange Underwater Options.
Case by Case.
Wellington Management may support value-neutral
exchanges in which senior management is ineligible to participate.
Eliminate or Limit Severance Agreements
(Golden Parachutes). Case by Case.
Wellington Management will oppose excessively
generous arrangements, but may support agreements structured to encourage management to negotiate in shareholders’ best
economic interest.
Approve Golden Parachute Arrangements
in Connection With Certain Corporate Transactions. Case by Case
Shareholder Approval of Future Severance Agreements Covering
Senior Executives (SP). Case by Case.
Wellington Management believes that severance arrangements
require special scrutiny, and are generally supportive of proposals that call for shareholder ratification thereof. But Wellington
Management is also mindful of the board’s need for flexibility in recruitment and retention and will therefore oppose placing
additional limitations on compensation where Wellington Management
feels the board as already demonstrated reasonable respect
for industry practice and overall levels of compensation have historically been sensible.
Adopt a Clawback Policy. Case
by Case.
Wellington Management believes that
companies should have the ability to recoup incentive compensation from members of management who received awards based on fraudulent
activities or an accounting misstatement. Consequently, Wellington Management may support shareholder proposals requesting that
a company establish a clawback provision if the company’s existing policies do not cover these circumstances.
Reporting of Results
Approve Financial Statements. For.
Set Dividends and Allocate Profits.
For.
Limit Non-Audit Services Provided by Auditors (SP). Case
by Case.
Wellington Management follows the guidelines established
by the public company accounting oversight board regarding permissible levels of non-audit fees payable to auditors.
Ratify Selection of Auditors and Set Their Fees.
Case by Case.
Wellington Management will generally support management’s
choice of auditors, unless the auditors have demonstrated failure to act in shareholders’ best economic interest.
Shareholder Approval of Auditors (SP).
For.
Shareholder Voting Rights
Adopt Cumulative Voting (SP). Against.
As an exception, Wellington Management may support cumulative
voting proposals at “controlled” companies (i.e., companies with a single majority shareholder) or at companies with
two-tiered voting rights.
Shareholder Rights Plans. Case by Case.
Also known as poison pills, Wellington Management believes
these plans do not encourage strong corporate governance, since they can entrench management and restrict opportunities for takeovers.
That being said, Wellington Management recognizes that limited poison pills can enable boards of directors to negotiate higher
takeover prices on behalf of shareholders. Consequently, Wellington Management may support plans that include:
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Shareholder approval requirement
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·
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Sunset provision
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·
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Permitted bid feature (i.e., bids that are made for all shares and demonstrate evidence of financing must be submitted to a
shareholder vote)
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Because boards generally have the authority
to adopt shareholder rights plans without shareholder approval, Wellington Management is equally vigilant in our assessment of
requests for authorization of blank check preferred shares (see below).
Authorize Blank Check Preferred
Stock. Case by Case.
Wellington Management may support authorization requests
that specifically proscribe the use of such shares for anti-takeover purposes.
Establish Right to Call a Special Meeting. For.
A reasonably high ownership threshold
should be required to convene special meetings in order to ensure that they address broadly-supported shareholder
interests.
Establish the right to act by written
consent (SP). Case by Case.
Wellington Management will generally
oppose written consent proposals when the company already offers the shareholders the right to call a special meeting.
Increase Supermajority Vote Requirement.
Against.
Wellington Management likely will support shareholder and
management proposals to remove existing supermajority vote requirements.
Adopt Anti-Greenmail Provision. For.
Adopt Confidential Voting (SP).
Case by Case.
As an exception, Wellington Management
requires such proposals to include a provision to suspend confidential voting during contested elections so that management is
not subject to constraints that do not apply to dissidents.
Increase Authorized Common Stock.
Case by Case.
We generally support requests for increases
up to 100% of the shares currently authorized, so long as the new authority respects preemption rights. Exceptions
will be made
when the company has clearly articulated a reasonable need for a greater increase. Conversely, at companies trading in less liquid
markets, we may impose a lower threshold.
Approve Merger or Acquisition.
Case by Case.
Approve Technical Amendments to
Charter. Case by Case.
Opt Out of State Takeover Statutes.
For.
Eliminate Multiclass Voting Structure
(SP). For.
Wellington Management believes that shareholders’
voting power should be reflected by their economic stake in a company.
Capital Structure
Authorize Share Repurchase. For.
Approve Stock Splits. Case by
Case.
Wellington Management approves stock
splits and reverse stock splits that preserve the level of authorized but unissued shares.
Approve Recapitalization/Restructuring.
Case by Case.
Issue Stock with or without Preemptive
Rights. Case by Case.
Issue Debt Instruments. Case
by Case.
Environmental and Social Issues.
Case by Case
Environmental and social issues typically
appear on ballots as shareholder-sponsored proposals. Wellington Management supports these proposals in situations where Wellington
Management believes that doing so will improve the prospects for long-term success of a company and investment returns. For example,
Wellington Management generally supports proposals focused on improved assessment and disclosure of climate risks when Wellington
Management believes they may be material to a company’s long-term performance and management has not sufficiently addressed
them. At a minimum, Wellington Management expects companies to comply with applicable laws and regulations with regards to environmental
and social standards.
Miscellaneous
Approve Other Business. Against.
Approve Re-incorporation. Case
by Case.
Approve Third-Party Transactions.
Case by Case.
13 March 2019