2023-10-24TaxableFixedIncomeFunds-Retail-January
ALLSPRING
FUNDS TRUST
PART
B
ALLSPRING
TAXABLE FIXED INCOME FUNDS
STATEMENT
OF ADDITIONAL INFORMATION
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Statement
of Additional Information January
1, 2024 |
Taxable
Fixed Income Funds
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Fund |
A |
C |
A2 |
R6 |
Administrator |
Institutional |
Allspring
Adjustable Rate Government Fund |
ESAAX |
ESACX |
- |
- |
ESADX |
EKIZX |
Allspring
Conservative Income Fund |
- |
- |
WCIAX |
- |
- |
WCIIX |
Allspring
Core Plus Bond Fund |
STYAX |
WFIPX |
- |
STYJX |
WIPDX |
WIPIX |
Allspring
Government Securities Fund |
SGVDX |
WGSCX |
- |
- |
WGSDX |
SGVIX |
Allspring
High Yield Bond Fund |
EKHAX |
EKHCX |
- |
- |
EKHYX |
EKHIX |
Allspring
Short Duration Government Bond Fund |
MSDAX |
MSDCX |
- |
MSDRX |
MNSGX |
WSGIX |
Allspring
Short-Term Bond Plus Fund |
SSTVX |
WFSHX |
- |
SSTYX |
- |
SSHIX |
Allspring
Short-Term High Income Fund |
SSTHX |
WFHYX |
- |
- |
WDHYX |
STYIX |
Allspring
Ultra Short-Term Income Fund |
SADAX |
WUSTX |
WUSNX |
- |
WUSDX |
SADIX |
Allspring
Funds
Trust (the “Trust”) is an open-end, management investment company. This
Statement of Additional Information (“SAI”) contains additional
information about the above referenced series of the Trust in the Allspring
family of funds - (each, a “Fund” and collectively, the “Funds”).
This
SAI is not a prospectus and should be read in conjunction with the Funds’
Prospectuses (each a “Prospectus” and collectively the “Prospectuses”)
dated
January
1, 2024. The audited financial statements for the Funds, which include the
portfolios of investments and report of the independent registered
public accounting firm for the fiscal year ended August
31, 2023, are hereby incorporated by reference to the Funds’ Annual
Reports
dated as
of August
31, 2023. The Prospectuses, Annual Reports and Semi-Annual Reports may be
obtained free of charge by visiting www.allspringglobal.com,
calling 1-800-222-8222
or writing to Allspring
Funds, P.O. Box 219967, Kansas City, MO 64121-9967.
SAI0356
01-24
HISTORICAL
FUND INFORMATION
The
Trust was organized as a Delaware statutory trust on March 10, 1999. On March
25, 1999, the Board of Trustees of
Norwest Advantage Funds (“Norwest”), the Board of Directors of Stagecoach Funds,
Inc. (“Stagecoach”) and the Board
of Trustees of the Trust (the “Board”), approved an Agreement and Plan of
Reorganization providing for, among
other things, the transfer of the assets and stated liabilities of various
predecessor Norwest and Stagecoach portfolios
to certain Funds of the Trust (the “Reorganization”). Prior to November 5, 1999,
the effective date of the Reorganization,
the Trust had only nominal assets.
On
December 16, 2002, the Boards of Trustees of The Montgomery Funds and The
Montgomery Funds II (collectively,
“Montgomery”) approved an Agreement and Plan of Reorganization providing for,
among other things, the
transfer of the assets and stated liabilities of various predecessor Montgomery
portfolios into various Funds of the
Trust. The effective date of the reorganization was June 9, 2003.
On
February 3, 2004, the Board, and on February 18, 2004, the Board of Trustees of
The Advisors’ Inner Circle Fund (“AIC
Trust”), approved an Agreement and Plan of Reorganization providing for, among
other things, the transfer of the
assets and stated liabilities of various predecessor AIC Trust portfolios into
various Funds of the Trust. The effective
date of the reorganization was July 26, 2004.
In
August and September 2004, the Boards of Directors of the Strong family of funds
(“Strong”) and the Board approved
an Agreement and Plan of Reorganization providing for, among other things, the
transfer of the assets and stated
liabilities of various predecessor Strong mutual funds into various Funds of the
Trust. The effective date of the reorganization
was April 8, 2005.
On
December 30, 2009, the Board of Trustees of Evergreen Funds (“Evergreen”), and
on January 11, 2010, the Board, approved
an Agreement and Plan of Reorganization providing for, among other things, the
transfer of the assets and stated
liabilities of various predecessor Evergreen portfolios and Wells Fargo
Advantage Funds portfolios to certain Funds
of the Trust. The effective date of the reorganization was July 12, 2010 for
certain Evergreen Funds, and July 19,
2010 for the remainder of the Evergreen Funds.
On
December 15, 2015, the Wells Fargo Advantage Funds changed its name to the Wells
Fargo Funds.
On
December 6, 2021, the Wells Fargo Funds changed its name to the Allspring
Funds.
The
Adjustable
Rate Government Fund
commenced operations on July 12, 2010, as successor to the Evergreen
Adjustable
Rate Fund. The predecessor fund commenced operations on October 1,
1991.
The
Conservative
Income Fund
commenced operations on May 31, 2013.
The
Core
Plus Bond Fund
commenced operations on November 8, 1999, as successor to the Stagecoach
Strategic Income
Fund. The predecessor Stagecoach Strategic Income Fund commenced operations on
July 13, 1998. The Fund
changed its name from the Wells Fargo Income Plus Fund to the Wells Fargo Core
Plus Bond Fund on February 1,
2016.
The
Government
Securities Fund
commenced operations on April 11, 2005, as successor to the Strong Government
Securities
Fund. The predecessor Strong Government Securities Fund commenced operations on
October 29, 1986.
The
High
Yield Bond Fund
commenced operations on July 9, 2010, as successor to the Evergreen High Income
Fund.
The predecessor fund commenced operations on September 11, 1935.
The
Short
Duration Government Bond Fund
commenced operations on June 9, 2003, as successor to the Montgomery
Short Duration Government Bond Fund. The predecessor fund commenced operations
on December 18,
1992. The Fund changed its name from the Montgomery Short Duration Government
Bond Fund to the Short Duration
Government Bond Fund effective April 11, 2005.
The
Short-Term
Bond Plus Fund
commenced operations on April 11, 2005, as successor to the Strong Short-Term
Bond
Fund and the Strong Short-Term Income Fund. The predecessor Strong Short-Term
Bond Fund commenced operations
on August 31, 1987 and the predecessor Strong Short-Term Income Fund commenced
operations on October
31, 2002. The Fund changed its name from the Wells Fargo Short-Term Bond Fund to
the Wells Fargo Short-Term
Bond Plus Fund on August 3, 2020.
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The
Short-Term
High Income Fund
commenced operations on April 11, 2005, as successor to the Strong Short-Term
High
Yield Bond Fund. The predecessor Strong Short-Term High Yield Bond Fund
commenced operations on June 30,
1997. The Fund changed its name from the Allspring Short-Term High Yield Bond
Fund to the Allspring Short-Term
High Income Fund on January 17, 2023.
The
Ultra
Short-Term Income Fund
commenced operations on April 11, 2005, as successor to the Strong Ultra
Short-Term
Income Fund. The predecessor Strong Ultra Short-Term Income Fund commenced
operations on November
25, 1988.
FUND
INVESTMENT POLICIES AND RISKS
Fundamental Investment
Policies
Each
Fund has adopted the following fundamental investment policies; that is, they
may not be changed without approval
by the holders of a majority (as defined under the 1940 Act) of the outstanding
voting securities of each Fund.
The
Funds may not:
(1)
purchase the securities of issuers conducting their principal business activity
in the same industry if, immediately after
the purchase and as a result thereof, the value of a Fund’s investments in that
industry would equal or exceed 25%
of the current value of the Fund’s total assets, provided that this restriction
does not limit a Fund’s investments in
(i) securities issued or guaranteed by the U.S. Government, its agencies or
instrumentalities, (ii) securities of other investment
companies, or (iii) repurchase agreements; and does not limit Allspring
Conservative Income Fund’s investments
in the banking industry.
(2)
purchase securities of any issuer if, as a result, with respect to 75% of a
Fund’s total assets, more than 5% of the value
of its total assets would be invested in the securities of any one issuer or the
Fund’s ownership would be more than
10% of the outstanding voting securities of such issuer, provided that this
restriction does not limit a Fund’s investments
in securities issued or guaranteed by the U.S. Government, its agencies and
instrumentalities, or investments
in securities of other investment companies;
(3)
borrow money, except to the extent permitted under the 1940 Act, including the
rules, regulations and any exemptive
orders obtained thereunder;
(4)
issue senior securities, except to the extent permitted under the 1940 Act,
including the rules, regulations and any
exemptive orders obtained thereunder;
(5)
make loans to other parties if, as a result, the aggregate value of such loans
would exceed one-third of a Fund’s total
assets. For the purposes of this limitation, entering into repurchase
agreements, lending securities and acquiring
any debt securities are not deemed to be the making of loans;
(6)
underwrite securities of other issuers, except to the extent that the purchase
of permitted investments directly from
the issuer thereof or from an underwriter for an issuer and the later
disposition of such securities in accordance with
a Fund’s investment program may be deemed to be an underwriting;
(7)
purchase or sell real estate unless acquired as a result of ownership of
securities or other instruments (but this shall
not prevent a Fund from investing in securities or other instruments backed by
real estate or securities of companies
engaged in the real estate business); or
(8)
purchase or sell commodities, provided that (i) currency will not be deemed to
be a commodity for purposes of this
restriction, (ii) this restriction does not limit the purchase or sale of
futures contracts, forward contracts or options,
and (iii) this restriction does not limit the purchase or sale of securities or
other instruments backed by commodities
or the purchase or sale of commodities acquired as a result of ownership of
securities or other instruments.
Non-Fundamental Investment
Policies
Each
Fund has adopted the following non-fundamental policies; that is, they may be
changed by the Trustees at any time
without approval of the Fund’s shareholders.
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(1)
Each Fund may invest in shares of other investment companies to the extent
permitted under the 1940 Act, including
the rules, regulations and any exemptive orders obtained thereunder, provided
however, that no Fund that has
knowledge that its shares are purchased by another investment company investor
pursuant to Section 12(d)(1)(G)
of the 1940 Act will acquire any securities of registered open-end management
investment companies or registered
unit investment trusts in reliance on Section 12(d)(1)(F) or 12(d)(1)(G) of the
1940 Act.
(2)
Each Fund may not acquire any illiquid investment if, immediately after the
acquisition, the Fund would have invested
more than 15% of its net assets in illiquid investments that are
assets.
(3)
Each Fund may invest in financial instruments subject to the Commodity Exchange
Act of 1936, as amended (“CEA”),
including futures, options on futures, and swaps (“commodity interests”),
consistent with its investment policies
and the 1940 Act, including the rules, regulations and interpretations of the
Securities and Exchange Commission
(“SEC”) thereunder or any exemptive orders obtained thereunder, and consistent
with investment in commodity
interests that would allow the Fund’s investment adviser to claim an exclusion
from being a “commodity pool
operator” as defined by the CEA.
(4)
Each Fund may lend securities from its portfolio to approved brokers, dealers
and financial institutions, to the extent
permitted under the 1940 Act, including the rules, regulations and exemptions
thereunder, which currently limit
such activities to one-third of the value of the Fund’s total assets (including
the value of the collateral received). Any
such loans of portfolio securities will be fully collateralized based on values
that are marked-to-market daily.
(5)
Each Fund may not make investments for the purpose of exercising control or
management, provided that this restriction
does not limit the Fund’s investments in securities of other investment
companies or investments in entities
created under the laws of foreign countries to facilitate investment in
securities of that country.
(6)
Each Fund may not purchase securities on margin (except for short-term credits
necessary for the clearance of transactions).
(7)
Each Fund may not sell securities short, unless it owns or has the right to
obtain securities equivalent in kind and amount
to the securities sold short (short sales “against the box”), and provided that
transactions in futures contracts
and options are not deemed to constitute selling securities short.
(8)
Each Fund that is subject to Rule 35d-1 (the “Names Rule”) under the 1940 Act,
and that has a non-fundamental policy
or policies in place to comply with the Names Rule, has adopted the following
policy.
Shareholders
will receive at least 60 days’ notice of any change to a Fund’s non-fundamental
policy complying with the
Names Rule. The notice will be provided in Plain English in a separate written
document, and will contain the following
prominent statement or similar statement in bold-face type: “Important Notice
Regarding Change in Investment
Policy.” This statement will appear on both the notice and the envelope in which
it is delivered, unless it is
delivered separately from other communications to investors, in which case the
statement will appear either on the
notice or the envelope in which the notice is delivered.
The
investment policy of the Core Bond Fund concerning “80% of the Fund’s net
assets” may be changed by the Board
of Trustees without shareholder approval, but shareholders would be given at
least 60 days’ notice.
Further Explanation of Investment
Policies
With
respect to repurchase agreements, each Fund invests only in repurchase
agreements that are fully collateralized
by securities issued or guaranteed by the U.S. Government, its agencies or
instrumentalities. For purposes
of each Fund’s fundamental investment policy with respect to concentration, the
Fund does not consider such
repurchase agreements to constitute an industry or group of industries because
the Fund chooses to look through
such securities to the underlying collateral, which is itself excepted from the
Fund’s concentration policy. In addition,
each Fund does not consider mortgage-backed securities and asset-backed
securities, whether government-issued
or privately issued, to represent interests in any particular industry or group
of industries, and therefore
the 25% concentration restriction noted above does not limit to investments in
such securities.
Notwithstanding
the foregoing policies, any other investment companies in which the Funds may
invest have adopted
their own investment policies, which may be more or less restrictive than those
listed above, thereby
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allowing the
Funds to participate in certain investment strategies indirectly that are
prohibited under the fundamental
and non-fundamental investment policies listed above.
With
respect to the exclusion of investments in other investment companies from the
fundamental investment policy regarding
concentration, Allspring Funds Management will use reasonable efforts to
consider the amount of any one industry
represented by the investments held in other investment companies when
monitoring a Fund’s
compliance with
its fundamental investment policy regarding industry
concentration.
Additional Approved Investment Strategies and
Certain Associated Risks
In
addition to the principal investment strategies set forth in the Prospectus(es),
the Funds may also use futures, options
or swap agreements, as well as other derivatives, to manage risk or to enhance
return. Please refer to a Fund’s
Prospectuses for information regarding the Fund’s anticipated use of
derivatives, if any, as a principal investment
strategy. Please note that even if a Fund’s Prospectuses do not currently
include information regarding derivatives,
or only includes information regarding certain derivative instruments, the Fund
may use any of the derivative
securities described below, at any time, and to any extent consistent with the
Fund’s other principal investment
strategies.
DERIVATIVE
SECURITIES
Derivatives
are financial instruments that derive their value, at least in part, from the
value of another security or asset,
the level of an index (e.g., the S&P 500 Index) or a rate (e.g., the Euro
Interbank Offered Rate (“Euribor”)), or the
relative change in two or more reference assets, indices or rates. The most
common types of derivatives are forward
contracts, futures, options and swap agreements. Some forms of derivative
instruments, such as exchange-traded
futures and options on securities, commodities, or indices, are traded on
regulated exchanges, like the
Chicago Board of Trade and the Chicago Mercantile Exchange. These types of
derivative instruments are standardized
contracts that can easily be bought and sold, and whose market values are
determined and published daily.
Non-standardized derivative instruments, on the other hand, tend to be more
specialized or complex, and may be
harder to value. Other common types of derivative instruments include forward
foreign currency contracts, linked securities
and structured products, participation notes and agreements, collateralized
mortgage obligations, inverse floaters,
stripped securities, warrants, and swaptions.
A
Fund may take advantage of opportunities to invest in a type of derivative that
is not presently contemplated for use
by the Fund, or that is not currently available, but that may be developed in
the future, to the extent such opportunities
are both consistent with the Fund’s investment objective and legally
permissible. The trading markets for
less traditional and/or newer types of derivative instruments are less developed
than the markets for traditional types
of derivative instruments and provide less certainty with respect to how such
instruments will perform in various
economic scenarios.
A
Fund may use derivative instruments for a variety of reasons, including: i) to
employ leverage to enhance returns; ii)
to increase or decrease exposure to particular securities or markets; iii) to
protect against possible unfavorable changes
in the market value of securities held in, or to be purchased for, its portfolio
(i.e., to hedge); iv) to protect its unrealized
gains reflected in the value of its portfolio; v) to facilitate the sale of
portfolio securities for investment purposes;
vi) to reduce transaction costs; vii) to manage the effective maturity or
duration of its portfolio; and/or viii) to
maintain cash reserves while remaining fully invested.
The
risks associated with the use of derivative instruments are different from, and
potentially much greater than, the risks
associated with investing directly in the underlying instruments on which the
derivatives are based. The value of
some derivative instruments in which a Fund may invest may be particularly
sensitive to changes in prevailing interest
rates, and, like the other investments of the Fund, the ability of the Fund to
successfully utilize derivative instruments
may depend, in part, upon the ability of the sub-adviser to forecast interest
rates and other economic factors
correctly. If the sub-adviser incorrectly forecasts such factors and has taken
positions in derivatives contrary to
prevailing market trends, the Fund could be exposed to additional, unforeseen
risks, including the risk of loss.
Because
certain derivatives have a leverage component, adverse changes in the value or
level of the underlying asset,
reference rate, or index can result in a loss substantially greater than the
amount invested in the derivative itself.
The risk of loss is heightened when a Fund uses derivative instruments to
enhance its returns or as a substitute
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for
a position or security, rather than solely to hedge or offset the risk of a
position or security held by a Fund. Certain
derivatives have the potential for unlimited loss, regardless of the size of the
initial investment.
Additional
risks of derivative instruments include, but are not limited to: i) the risk of
disruption of a Fund’s ability to trade
in derivative instruments because of regulatory compliance problems or
regulatory changes; ii) credit risk of counterparties
to derivative contracts; and iii) market risk (i.e., exposure to adverse price
changes). The possibility of default
by the issuer or the issuer’s credit provider may be greater for derivative
instruments than for other types of instruments.
The sub-adviser utilizes a variety of internal risk management procedures to
ensure that derivatives are closely
monitored, and that their use is consistent with a particular Fund’s investment
objective, policies, restrictions and
quality standards, and does not expose such Fund to undue risk.
A
hedging strategy may fail if the correlation between the value of the derivative
instruments and the other investments
in a Fund’s portfolio is not consistent with the sub-adviser’s expectations. If
the sub-adviser’s expectations
are not met, it is possible that the hedging strategy will not only fail to
protect the value of a Fund’s portfolio,
but the Fund may also lose money on the derivative instrument
itself.
In
the case of credit derivatives, which are a form of derivative that includes
credit default swaps and total return swaps,
payments of principal and interest are tied to the performance of one or more
reference obligations or assets.
The same general risks inherent in derivative transactions are present. However,
credit derivative transactions also
carry with them greater risks of imperfect correlation between the performance
and price of the underlying reference
security or asset, and the general performance of the designated interest rate
or index which is the basis for
the periodic payment.
Certain
derivative transactions may be modified or terminated only by mutual consent of
a Fund and its counterparty
and certain derivative transactions may be terminated by the counterparty or the
Fund, as the case may
be, upon the occurrence of certain Fund-related or counterparty-related events,
which may result in losses or gains
to the Fund based on the market value of the derivative transactions entered
into between the Fund and the counterparty.
In addition, such early terminations may result in taxable events and accelerate
gain or loss recognition
for tax purposes. It may not be possible for a Fund to modify, terminate, or
offset the Fund’s obligations or
the Fund’s exposure to the risks associated with a derivative transaction prior
to its termination or maturity date, which
may create a possibility of increased volatility and/or decreased liquidity to
the Fund. Upon the expiration or termination
of a particular contract, a Fund may wish to retain a Fund’s position in the
derivative instrument by entering
into a similar contract, but may be unable to do so if the counterparty to the
original contract is unwilling to enter
into the new contract and no other appropriate counterparty can be found, which
could cause the Fund not to be
able to maintain certain desired investment exposures or not to be able to hedge
other investment positions or risks,
which could cause losses to the Fund. Furthermore, after such an expiration or
termination of a particular contract,
a Fund may have fewer counterparties with which to engage in additional
derivative transactions, which could
lead to potentially greater exposure to one or more counterparties and which
could increase the cost of entering
into certain derivatives. In such cases, the Fund may lose money.
The
Funds might not employ any of the strategies described herein, and no assurance
can be given that any strategy used
will succeed. Also, with some derivative strategies, there is the risk that a
Fund may not be able to find a suitable
counterparty for a derivative transaction. In addition, some over-the-counter
(“OTC”) derivative instruments may
be illiquid. Derivative instruments traded in the OTC market are also subject to
the risk that the other party will not
meet its obligations. The use of derivative instruments may also increase the
amount and accelerate the timing of
taxes payable by shareholders.
A
Fund’s use of derivative instruments also is subject to broadly applicable
investment policies. For example, a Fund may
not invest more than a specified percentage of its assets in “illiquid
securities,” including those derivative instruments
that are not transferable or that do not have active secondary
markets.
When
a Fund buys or sells a derivative that is cleared through a central clearing
party, an initial margin deposit with a future
commission merchant (“FCM”) is typically required subject to certain exceptions
for uncleared swaps under applicable
rules. If the value of a Fund’s derivatives that are cleared through a central
clearing party decline, the Fund
will be required to make additional “variation margin” payments to the FCM. If
the value of a Fund’s derivatives that
are cleared through a central clearing party increases, the FCM will be required
to make additional “variation margin”
payments to the Fund. This process is known as “marking-to-market” and is
calculated on a daily basis.
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Central
clearing arrangements with respect to derivative instruments may be less
favorable to the Funds than bilateral
arrangements, because the Funds may be required to provide greater amounts of
margin for cleared transactions
than for bilateral transactions. Also, in contrast to bilateral derivatives
transactions, following a period of notice
to a Fund, a central clearing party generally can require termination of
existing cleared transactions at any time
or increase margin requirements.
While
some strategies involving derivative instruments can reduce the risk of loss,
they can also reduce the opportunity
for gain, or even result in losses by offsetting favorable price movements in
related investments or otherwise.
This is due, in part, to: i) the possible inability of a Fund to purchase or
sell a portfolio security at a time that
otherwise would be favorable; ii) the possible need to sell a portfolio security
at a disadvantageous time because
the Fund is required to maintain asset coverage or offsetting positions in
connection with transactions in derivative
instruments; and/or iii) the possible inability of a Fund to close out or
liquidate its derivatives positions. Accordingly,
there is the risk that such strategies may fail to serve their intended
purposes, and may reduce returns or
increase volatility. These strategies also entail transactional
expenses.
It
is possible that current and/or future legislation and regulation with respect
to derivative instruments may limit or prevent
a Fund from using such instruments as a part of its investment strategy, and
could ultimately prevent a Fund from
being able to achieve its investment objective. For example, Title VII of the
Dodd-Frank Act made broad changes
to the OTC derivatives market and granted significant authority to the SEC and
the CFTC to regulate OTC derivatives
and market participants. Other provisions of the Dodd-Frank Act include: i)
position limits that may impact
a Fund’s ability to invest in futures, options and swaps in a manner that
efficiently meets its investment objective;
ii) capital and margin requirements; and iii) the mandatory use of clearinghouse
mechanisms for many OTC
derivative transactions. In addition, the SEC, CFTC and exchanges are authorized
to take extraordinary actions in
the event of a market emergency, including, for example, the implementation or
reduction of speculative position limits,
the implementation of higher margin requirements, the establishment of daily
price limits and the suspension of
trading. The regulation of futures, options and swaps transactions in the United
States is subject to modification by
government and judicial action. Changes to U.S. tax laws may affect the use of
derivatives by the Funds. It is impossible
to fully predict the effects of past, present or future legislation and
regulation in this area, but the effects could
be substantial and adverse. Rule 18f-4 under the 1940 Act permits the Fund to
enter into derivatives transactions
and certain other transactions notwithstanding restrictions on the issuance of
“senior securities” in the 1940
Act.
Under
Rule 18f-4, derivative transactions include the following: (1) any swap,
security-based swap (including a contract
for differences), futures contract, forward contract, option (excluding
purchased options), any combination of
the foregoing, or any similar instrument, under which the Fund is or may be
required to make any payment or delivery
of cash or other assets during the life of the instrument or at maturity or
early termination, whether as margin
or settlement payment or otherwise; (2) any short sale borrowing; (3) reverse
repurchase agreements and similar
financing transactions (e.g., recourse and non-recourse tender option bonds, and
borrowed bonds), if the Fund
elects to treat these transactions as derivatives transactions under Rule 18f-4;
and (4) when-issued or forward-settling
securities (e.g., firm and standby commitments, including to-be-announced
commitments, and dollar
rolls) and non-standard settlement cycle securities, unless the Fund intends to
physically settle the transaction and
the transaction will settle within 35 days of its trade date. Unless the Fund is
an Limited Derivatives User (as defined
in Rule 18f-4), the Fund must comply with Rule 18f-4 with respect to its
derivatives transactions. Rule 18f-4, among
other things, requires the Fund to adopt and implement a comprehensive written
derivatives risk management
program (“DRMP”) and comply with a relative or absolute limit on Fund leverage
risk calculated based on
value-at-risk (“VaR”). The DRMP is administered by a “derivatives risk manager,”
who is appointed by the Board, including
a majority of Independent Trustees, and periodically reviews the DRMP and
reports to the Board.
Rule
18f-4 provides an exception from the DRMP, VaR limit and certain other
requirements if the Fund’s “derivatives exposure”
(as defined in Rule 18f-4) is limited to 10% of its net assets (as calculated in
accordance with Rule 18f-4) and
the Fund adopts and implements written policies and procedures reasonably
designed to manage its derivatives risks.
The
regulation of derivatives is a rapidly changing area of law and is subject to
modification by government and judicial
action. In addition, the SEC, CFTC and the exchanges are authorized to take
extraordinary actions in the event
of a market emergency, including, for example, the implementation or reduction
of speculative position limits,
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the
implementation of higher margin requirements, the establishment of daily price
limits and the suspension of trading.
It is not possible to predict fully the effects of current or future regulation.
Changing regulation may, among various
possible effects, increase the cost of entering into derivatives transactions,
require more assets of the Fund to
be used for collateral in support of those derivatives than is currently the
case, restrict the ability of the Fund to enter
into certain types of derivative transactions, or could limit the Fund’s ability
to pursue its investment strategies. New
requirements, even if not directly applicable to the Fund, may increase the cost
of the Fund’s investments and cost
of doing business.
Futures Contracts.
A futures contract is an agreement to buy or sell a security or other asset at a
set price on a future date.
An option on a future gives the holder of the option the right, which may or may
not be exercised, to buy or sell a
position in a futures contract from or to the writer of the option, at a
specified price on or before a specified expiration
date. Futures contracts and options on futures are standardized and
exchange-traded, where the exchange
serves as the ultimate counterparty for all contracts. Consequently, the primary
credit risk on such contracts
is the creditworthiness of the exchange. In addition, futures contracts and
options on futures are subject to
market risk (i.e., exposure to adverse price changes).
An
interest rate, commodity, foreign currency or index futures contract provides
for the future sale or purchase of a specified
quantity of a financial instrument, commodity, foreign currency or the cash
value of an index at a specified price
and time. A futures contract on an index is an agreement pursuant to which a
party agrees to pay or receive an amount
of cash equal to the difference between the value of the index at the close of
the last trading day of the contract
and the price at which the index contract was originally written. Although the
value of an index might be a function
of the value of certain specified securities, no physical delivery of these
securities is made. A public market exists
in futures contracts covering a number of indexes as well as financial
instruments and foreign currencies. To the
extent that a Fund may invest in foreign currency-denominated securities, it
also may invest in foreign currency futures
contracts and options thereon. Certain of the Funds also may invest in commodity
futures contracts and options
thereon. A commodity futures contract is an agreement to buy or sell a
commodity, such as an energy, agricultural
or metal commodity at a later date at a price and quantity agreed-upon when the
contract is bought or sold.
Futures
contracts often call for making or taking delivery of an underlying asset;
however, futures are exchange-traded,
so that a party can close out its position on the exchange for cash, without
ever having to make or take
delivery of an asset. Closing out a futures position is affected by purchasing
or selling an offsetting contract for the
same aggregate amount with the same delivery date; however, there can be no
assurance that a liquid market will
exist at a time a Fund seeks to close out an exchange-traded position, including
options positions.
A
Fund may purchase and write call and put options on futures contracts. The
holder of an option on a futures contract
has the right, in return for the premium paid, to assume a long position (call)
or short position (put) in a futures
contract at a specified exercise price at any time during the period of the
option. Upon exercise of a call option,
the holder acquires a long position in the futures contract and the writer is
assigned the opposite short position.
In the case of a put option, the opposite is true. A call option is “in the
money” if the value of the futures contract
that is the subject of the option exceeds the exercise price. A put option is
“in the money” if the exercise price
exceeds the value of the futures contract that is the subject of the option. The
potential loss related to the purchase
of futures options is limited to the premium paid for the option (plus
transaction costs). Because the value of
the option is fixed at the time of sale, there are no daily cash payments to
reflect changes in the value of the underlying
contract; however, the value of the option may change daily, and that change
would be reflected in the net
asset value (“NAV”) of a Fund.
There
are several risks associated with the use of futures contracts and options on
futures as hedging instruments. A purchase
or sale of a futures contract may result in losses in excess of the amount
invested in the futures contract. There
can be no guarantee that there will be a correlation between price movements in
a hedging vehicle and the securities
being hedged. In addition, there are significant differences between securities
and futures markets that could
result in an imperfect correlation between the markets, causing a given hedge
not to achieve its objectives. The
degree of imperfection of correlation depends on circumstances such as
variations in speculative market demand
for futures and options on futures contracts for securities, including technical
influences in futures and options
trading, and differences between the financial instruments being hedged and the
instruments underlying the
standard contracts available for trading in such respects as interest rate
levels, maturities, and creditworthiness
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Fixed Income Funds |
of
issuers. 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.
Futures
contracts on U.S. Government securities have historically been highly correlated
to their respective underlying
U.S. Government securities. However, to the extent a Fund enters into such
futures contracts, the value of the
futures will not fluctuate in direct proportion to the value of the Fund’s
holdings of U.S. Government securities. Thus,
the anticipated spread between the price of a futures contract and its
respective underlying security may be affected
by differences in the nature of their respective markets. The spread may also be
affected by differences in initial
and variation margin requirements, the liquidity of such markets and the
participation of speculators in such markets.
There
are several additional risks associated with transactions in commodity futures
contracts, including but not limited
to:
■ |
Storage:
Unlike the financial futures markets, in the commodity futures markets
there are costs of physical storage associated
with purchasing the underlying commodity. The price of the commodity
futures contract will reflect the
storage costs of purchasing the physical commodity, including the time
value of money invested in the physical
commodity. To the extent that the storage costs for an underlying
commodity change while a Fund is invested
in futures contracts on that commodity, the value of the futures contract
may change proportionately. |
■ |
Reinvestment:
In the commodity futures markets, producers of the underlying commodity
may decide to hedge the
price risk of selling the commodity by selling futures contracts today to
lock in the price of the commodity at delivery
tomorrow. In order to induce speculators to purchase the other side of the
same futures contract, the commodity
producer generally must sell the futures contract at a lower price than
the expected future spot price. Conversely,
if most hedgers in the futures market are purchasing futures contracts to
hedge against a rise in prices,
then speculators will only sell the other side of the futures contract at
a higher futures price than the expected
future spot price of the commodity. The changing nature of the hedgers and
speculators in the commodity
markets will influence whether futures prices are above or below the
expected future spot price, which
can have significant implications for a Fund. If the nature of hedgers and
speculators in futures markets has shifted
when it is time for a Fund to reinvest the proceeds of a maturing contract
in a new futures contract, the Fund
might reinvest at higher or lower futures prices, or choose to pursue
other investments. |
■ |
Other
Economic Factors: The commodities which 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. These
factors may have a larger impact on
commodity prices and commodity-linked instruments, including futures
contracts, than on traditional securities.
Certain commodities are also subject to limited pricing flexibility
because of supply and demand factors.
Others are subject to broad price fluctuations as a result of the
volatility of the prices for certain raw materials
and the instability of supplies of other materials. These additional
variables may create additional investment
risks which subject a Fund’s investments to greater volatility than
investments in traditional securities. |
The
requirements for qualification as a regulated investment company may limit the
extent to which a Fund may enter
into futures and options on futures positions. Unless otherwise noted in the
section entitled “Non-Fundamental Investment
Policies,” each of the Funds has claimed an exclusion from the definition of
“Commodity Pool Operator” (“CPO”)
found in Rule 4.5 of the Commodity Exchange Act (“CEA”). Accordingly, the
manager of each such Fund, as well
as each sub-adviser, is not subject to registration or regulation as a CPO with
respect to the Funds under the CEA.
Options.
A Fund may purchase and sell both put and call options on various instruments,
including, but not limited to,
fixed-income or other securities or indices in standardized contracts traded on
foreign or domestic securities exchanges,
boards of trade, or similar entities, or quoted on NASDAQ or on an OTC market,
and agreements, sometimes
called cash puts, which may accompany the purchase of a new issue of bonds from
a dealer. A Fund may also
write covered straddles consisting of a combination of calls and puts written on
the same underlying securities or
indices.
An
option on a security (or index) is a contract that gives the holder of the
option, in return for a premium, the right to
buy from (in the case of a call) or sell to (in the case of a put) the writer of
the option the security underlying the
Taxable
Fixed Income Funds |
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9 |
option
(or the cash value of the index) at a specified exercise price often at any time
during the term of the option for American
options or only at expiration for European options. The writer of an option on a
security has the obligation upon
exercise of the option to deliver the underlying security upon payment of the
exercise price (in the case of a call)
or to pay the exercise price upon delivery of the underlying security (in the
case of a put). Certain put options written
by a Fund may be structured to have an exercise price that is less than the
market value of the underlying securities
that would be received by the Fund. Upon exercise, the writer of an option on an
index is obligated to pay the
difference between the cash value of the index and the exercise price multiplied
by the specified multiplier for the
index option. An index is designed to reflect features of a particular financial
or securities market, a specific group
of financial instruments or securities, or certain economic
indicators.
If
an option written by a Fund expires unexercised, the Fund realizes a capital
gain equal to the premium received at the
time the option was written. If an option purchased by a Fund expires
unexercised, the Fund realizes a capital loss
equal to the premium paid. Prior to the earlier of exercise or expiration, an
exchange-traded option may be closed
out by an offsetting purchase or sale of an option of the same series (type,
exchange, underlying security or index,
exercise price, and expiration). There can be no assurance, however, that a
closing purchase or sale transaction
can be effected when a Fund desires.
A
Fund may sell put or call options it has previously purchased, which could
result in a net gain or loss depending on whether
the amount realized on the sale is more or less than the premium and other
transaction costs paid on the put
or call option which is sold. Prior to exercise or expiration, an option may be
closed out by an offsetting purchase
or sale of an option of the same series. A Fund will realize a capital gain from
a closing purchase transaction
if the cost of the closing option is less than the premium received from writing
the option, or, if it is more,
the Fund will realize a capital loss. If the premium received from a closing
sale transaction is more than the premium
paid to purchase the option, the Fund will realize a capital gain or, if it is
less, the Fund will realize a capital loss.
The principal factors affecting the market value of a put or a call option
include supply and demand, interest rates,
the current market price of the underlying security or index in relation to the
exercise price of the option, the volatility
of the underlying security or index, and the time remaining until the expiration
date.
The
value of an option purchased or written is marked to market daily and is valued
at the closing price on the exchange
on which it is traded or, if not traded on an exchange or no closing price is
available, at the mean between the
last bid and ask prices.
There
are several risks associated with transactions in options on securities and on
indexes. For example, there are significant
differences between the securities and options markets that could result in an
imperfect correlation between
these markets, causing a given transaction not to achieve its objectives. A
decision as to whether, when and
how to use options involves the exercise of skill and judgment, and even a
well-conceived transaction may be unsuccessful
to some degree because of market behavior or unexpected events.
The
writer of an American option typically has no control over the time when it may
be required to fulfill its obligation
as a writer of the option. Once an option writer has received an exercise
notice, it cannot effect a closing purchase
transaction in order to terminate its obligation under the option and must
deliver the underlying security at the
exercise price. To the extent a Fund writes a put option, the Fund has assumed
the obligation during the option period
to purchase the underlying investment from the put buyer at the option’s
exercise price if the put buyer exercises
its option, regardless of whether the value of the underlying investment falls
below the exercise price. This means
that a Fund that writes a put option may be required to take delivery of the
underlying investment and make payment
for such investment at the exercise price. This may result in losses to the Fund
and may result in the Fund holding
the underlying investment for some period of time when it is disadvantageous to
do so.
If
a put or call option purchased by a Fund is not sold when it has remaining
value, and if the market price of the underlying
security remains equal to or greater than the exercise price (in the case of a
put), or remains less than or equal
to the exercise price (in the case of a call), the Fund will lose its entire
investment in the option. Also, where a put
or call option on a particular security is purchased to hedge against price
movements in a related security, the price
of the put or call option may move more or less than the price of the related
security.
If
trading were suspended in an option purchased by a Fund, the Fund would not be
able to close out the option. If restrictions
on exercise were imposed, the Fund might be unable to exercise an option it has
purchased. Except to the
extent that a call option on an index written by a Fund is covered by an option
on the same index purchased by
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Fixed Income Funds |
the
Fund, movements in the index may result in a loss to the Fund; however, such
losses may be mitigated by changes
in the value of the Fund’s securities during the period the option was
outstanding.
To
the extent that a Fund writes a call option on a security it holds in its
portfolio and intends to use such security as the
sole means of “covering” its obligation under the call option, the Fund has, in
return for the premium on the option,
given up the opportunity to profit from a price increase in the underlying
security above the exercise price during
the option period, but, as long as its obligation under such call option
continues, has retained the risk of loss should
the price of the underlying security decline.
Foreign
Currency Options.
Funds that may invest in foreign currency-denominated securities may buy or sell
put and call
options on foreign currencies. These Funds may buy or sell put and call options
on foreign currencies either on exchanges
or in the OTC market. A put option on a foreign currency gives the purchaser of
the option the right to sell
a foreign currency at the exercise price until the option expires. A call option
on a foreign currency gives the purchaser
of the option the right to purchase the currency at the exercise price until the
option expires. Currency options
traded on U.S. or other exchanges may be subject to position limits which may
limit the ability of a Fund to reduce
foreign currency risk using such options. OTC options differ from
exchange-traded options in that they are bilateral
contracts with price and other terms negotiated between buyer and seller, and
generally do not have as much
market liquidity as exchange-traded options. Under definitions adopted by the
CFTC and SEC, many foreign currency
options are considered swaps for certain purposes, including determination of
whether such instruments need
to be exchange-traded and centrally cleared.
Stock
Index Options.
A Fund may purchase and write (i.e., sell) put and call options on stock indices
to gain exposure to
comparable market positions in the underlying securities or to manage risk
(i.e., hedge) on direct investments in the
underlying securities. A stock index fluctuates with changes of the market
values of the stocks included in the index.
For example, some stock index options are based on a broad market index, such as
the S&P 500 Index or a narrower
market index, such as the S&P 100 Index. Indices may also be based on an
industry or market segment. A Fund
may, for the purpose of hedging its portfolio, subject to applicable securities
regulations, purchase and write put
and call options on stock indices listed on foreign and domestic stock
exchanges. The effectiveness of purchasing
or writing stock index options will depend upon the extent to which price
movements of the securities in a
Fund’s portfolio correlate with price movements of the stock index selected.
Because the value of an index option depends
upon movements in the level of the index rather than the price of a particular
stock, whether a Fund will realize
a gain or loss from purchasing or writing stock index options depends upon
movements in the level of stock prices
in the stock market generally or, in the case of certain indices, in an industry
or market segment, rather than movements
in the price of particular stock.
There
is a key difference between stock options and stock index options in connection
with their exercise. In the case
of stock options, the underlying security, common stock, is delivered. However,
upon the exercise of a stock index
option, settlement does not occur by delivery of the securities comprising the
index. The option holder who exercises
the stock index option receives an amount of cash if the closing level of the
stock index upon which the option
is based is greater than (in the case of a call) or less than (in the case of a
put) the exercise price of the option. This
amount of cash is equal to the difference between the closing price of the stock
index and the exercise price of the
option expressed in dollars times a specified multiple.
Swap Agreements.
Swap agreements are derivative instruments that can be individually negotiated
and structured to
include exposure to a variety of different types of investments or market
factors. Depending on their structure, swap
agreements may increase or decrease a Fund’s exposure to long- or short-term
interest rates, foreign currency values,
mortgage securities, corporate borrowing rates, or other factors such as
security prices or inflation rates. A Fund
may enter into a variety of swap agreements, including interest rate, index,
commodity, equity, credit default and
currency exchange rate, among others, each of which may include special
features, such as caps, collars and floors.
Swap
agreements are usually entered into without an upfront payment because the value
of each party’s position is the
same. The market values of the underlying commitments will change over time,
resulting in one of the commitments
being worth more than the other and the net market value creating a risk
exposure for one party or the other.
Taxable
Fixed Income Funds |
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11 |
A
Fund may enter into swap agreements for any legal purpose consistent with its
investment objectives and policies, such
as attempting to obtain or preserve a particular return or spread at a lower
cost than obtaining a return or spread
through purchases and/or sales of instruments in other markets, to protect
against currency fluctuations, as a duration
management technique, to protect against any increase in the price of securities
a Fund anticipates purchasing
at a later date, to engage in short transactions on a basket of securities, or
to gain exposure to certain markets
in a more cost efficient manner.
OTC
swap agreements are bilateral contracts entered into primarily by institutional
investors for periods ranging from
a few weeks to more than one year. In a standard OTC swap transaction, two
parties agree to exchange the returns
(or differentials in rates of return) earned or realized on particular
predetermined investments or instruments. The
gross returns to be exchanged or “swapped” between the parties are generally
calculated with respect to a “notional
amount,” i.e., the return on or change in value of a particular dollar amount
invested at a particular interest rate,
in a particular foreign (non-U.S.) currency, or in a “basket” of securities or
commodities representing a particular index.
A “quanto” or “differential” swap combines both an interest rate and a currency
transaction. Certain swap agreements,
such as interest rate swaps, are traded on exchanges and cleared through central
clearing counterparties.
Other forms of swap agreements include interest rate caps, under which, in
return for a premium, one
party agrees to make payments to the other to the extent that interest rates
exceed a specified rate, or “cap”; interest
rate floors, under which, in return for a premium, one party agrees to make
payments to the other to the extent
that interest rates fall below a specified rate, or “floor”; and interest rate
collars, under which a party sells a cap
and purchases a floor or vice versa in an attempt to protect itself against
interest rate movements exceeding given
minimum or maximum levels. A total return 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 underlying
assets, which may include a single
stock, a basket of stocks, or a stock index during the specified period, in
return for periodic payments based on
a fixed or variable interest rate or the total return from other underlying
assets. Consistent with a Fund’s investment
objectives and general investment policies, certain of the Funds may invest in
commodity swap agreements.
For example, an investment in a commodity swap agreement may involve the
exchange of floating-rate interest
payments for the total return on a commodity index. In a total return commodity
swap, a Fund will receive the
price appreciation of a commodity index, a portion of the index, or a single
commodity in exchange for paying an
agreed-upon fee. If the commodity swap is for one period, a Fund may pay a fixed
fee, established at the outset of the
swap. However, if the term of the commodity swap is more than one period, with
interim swap payments, a Fund may
pay an adjustable or floating fee. With a “floating” rate, the fee may be pegged
to a base rate, such as Euribor, and
is adjusted each period. Therefore, if interest rates increase over the term of
the swap contract, a Fund may be required
to pay a higher fee at each swap reset date.
A
Fund may also enter into combinations of swap agreements in order to achieve
certain economic results. For example,
a Fund may enter into two swap transactions, one of which offsets the other for
a period of time. After the offsetting
swap transaction expires, the Fund would be left with the economic exposure
provided by the remaining swap
transaction. The intent of such an arrangement would be to lock in certain terms
of the remaining swap transaction
that a Fund may wish to gain exposure to in the future without having that
exposure during the period the
offsetting swap is in place.
Most
types of swap agreements entered into by the Funds will calculate the
obligations of the parties to the agreement
on a “net basis.” Consequently, a Fund’s current obligations (or rights) under a
swap agreement will generally
be equal only to the net amount to be paid or received under the agreement based
on the relative values of
the positions held by each party to the agreement (the “net amount”). A Fund’s
current obligations under a swap agreement
will be accrued daily (offset against any amounts owed to the Fund). Obligations
under swap agreements so
covered will not be construed to be “senior securities” for purposes of a Fund’s
investment restriction concerning senior
securities.
Swap
agreements are sophisticated instruments that typically involve a small
investment of cash relative to the magnitude
of risks assumed. As a result, swaps can be highly volatile and may have a
considerable impact on a Fund’s
performance. Depending on how they are used, swap agreements may increase or
decrease the overall volatility
of a Fund’s investments and its share price and yield. Additionally, the extent
to which a Fund’s use of swap agreements
will be successful in furthering its investment objective will depend on the
sub-adviser’s ability to correctly
predict whether certain types of investments are likely to produce greater
returns than other investments.
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Taxable
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Moreover,
a Fund bears the risk of loss of the amount expected to be received under a swap
agreement in the event of
the default or bankruptcy of a swap agreement counterparty. When a
counterparty’s obligations are not fully secured
by collateral, then a Fund is essentially an unsecured creditor of the
counterparty. If the counterparty defaults,
the Fund will have contractual remedies, but there is no assurance that a
counterparty will be able to meet its
obligations pursuant to such contracts or that, in the event of default, the
Fund will succeed in enforcing contractual
remedies. Counterparty risk still exists even if a counterparty’s obligations
are secured by collateral because
a Fund’s interest in collateral may not be perfected or additional collateral
may not be promptly posted as required.
Counterparty risk also may be more pronounced if a counterparty’s obligations
exceed the amount of collateral
held by a Fund (if any), the Fund is unable to exercise its interest in
collateral upon default by the counterparty,
or the termination value of the instrument varies significantly from the
marked-to-market value of the instrument.
The sub-adviser will closely monitor the credit of a swap agreement counterparty
in order to attempt to minimize
this risk. Certain restrictions imposed on the Funds by the Internal Revenue
Code may limit the Funds’ ability
to use swap agreements. The swaps market is subject to increasing regulations,
in both U.S. and non-U.S. markets.
It is possible that developments in the swaps market, including additional
government regulation, could adversely
affect a Fund’s ability to terminate existing swap agreements or to realize
amounts to be received under such
agreements.
The
use of swaps is a highly specialized activity that requires investment
techniques, risk analyses and tax planning different
from those associated with traditional investments. The use of a swap requires
an understanding, not only of
the reference asset, interest rate, or index, but also of the terms of the swap
agreement, without the benefit of observing
the performance of the swap under all possible market conditions. Because OTC
swap agreements are bilateral
contracts that may be subject to contractual restrictions on transferability and
termination, and because they
may have remaining terms of greater than seven days, OTC swap agreements may be
considered illiquid and subject
to a Fund’s limitation on investments in illiquid securities. To the extent that
a swap is not liquid, it may not be
possible to initiate a transaction or liquidate a position at an advantageous
time or price, which may result in significant
losses.
Moreover,
like most other investments, swap agreements are subject to the risk that the
market value of the instrument
will change in a way detrimental to a Fund’s interest. A Fund bears the risk
that the sub-adviser will not accurately
forecast future market trends or the values of assets, reference rates, indexes,
or other economic factors in
establishing swap positions for the Fund. If the sub-adviser attempts to use a
swap as a hedge on, or as a substitute
for, a portfolio investment, the Fund will be exposed to the risk that the swap
will have or will develop an imperfect
correlation with the portfolio investment. This could cause substantial losses
for the Fund. While hedging strategies
involving swap instruments can reduce the risk of loss, they can also reduce the
opportunity for gain or even
result in losses by offsetting favorable price movements in other Fund
investments. In addition, because swap transactions
generally do not involve the delivery of securities or other underlying assets
or principal, the risk of loss with
respect to swap agreements and swaptions (described below) generally is limited
to the net amount of payments
that a Fund is contractually obligated to make. There is also a risk of a
default by the other party to a swap agreement
or swaption, in which case a Fund may not receive the net amount of payments
that such Fund contractually
is entitled to receive.
Many
swaps are complex, and their valuation often requires modeling and judgment,
which increases the risk of mispricing
or incorrect valuation. The pricing models used may not produce valuations that
are consistent with the values
a Fund realizes when it closes or sells an over-the-counter derivative.
Valuation risk is more pronounced when a
Fund enters into an over-the-counter swap with specialized terms, because the
market value of a swap, in some cases,
is partially determined by reference to similar derivatives with more
standardized terms. Incorrect valuations may
result in increased cash payment requirements to counterparties,
undercollateralization and/or errors in calculation
of a Fund’s net asset value.
A
Fund also may enter into options to enter into a swap agreement (“swaptions”).
These transactions give a party the right
(but not the obligation), in return for payment of a 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 on specified terms. A
Fund may write (sell) and purchase put and call swaptions. Depending on the
terms of the particular option agreement,
a Fund will generally incur a greater degree of risk when it writes a swaption
than it will incur when it purchases
a swaption. When a Fund purchases a swaption, it risks losing only the amount of
the premium it has paid
Taxable
Fixed Income Funds |
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13 |
should
it decide to let the option expire unexercised. However, when a Fund writes a
swaption, upon exercise of the option
the Fund will become obligated according to the terms of the underlying
agreement.
Commodity-Linked
Swap Agreements.
Commodity-linked swaps are two-party contracts in which the parties agree
to
exchange the return or interest rate on one instrument for the return of a
particular commodity, commodity index or
commodities futures or options contract. The payment streams are calculated by
reference to an agreed upon notional
amount. A one-period swap contract operates in a manner similar to a forward or
futures contract because there
is an agreement to swap a commodity for cash at only one forward date. A Fund
may engage in swap transactions
that have more than one period and more than one exchange of
commodities.
In
a total return commodity swap, a Fund will receive the price appreciation of a
commodity index, a portion of the index,
or a single commodity in exchange for paying an agreed-upon fee. If the
commodity swap is for one period, the
Fund will pay a fixed fee, established at the outset of the swap. However, if
the term of the commodity swap is more
than one period, with interim swap payments, the Fund will pay an adjustable or
floating fee. With a “floating” rate,
the fee is pegged to a base rate such as Euribor, and is adjusted each period.
Therefore, if interest rates increase
over the term of the swap contract, a Fund may be required to pay a higher fee
at each swap reset date.
A
Fund’s ability to invest in commodity-linked swaps may be adversely affected by
changes in legislation, regulations or
other legally binding authority. Under the Internal Revenue Code of 1986, as
amended (the “Code”), a Fund must derive
at least 90% of its gross income from qualifying sources to qualify as a
regulated investment company. The Internal
Revenue Service has also issued a revenue ruling which holds that income derived
from commodity-linked swaps
is not qualifying income with respect to the 90% threshold. As a result, a
Fund’s ability to directly invest in commodity-linked
swaps as part of its investment strategy is limited to a maximum of 10% of its
gross income. Failure
to comply with the restrictions in the Code and any future legislation or
guidance may cause a Fund to fail to qualify
as a regulated investment company, which may adversely impact a shareholder’s
return. Alternatively, a Fund may
forego such investments, which could adversely affect the Fund’s ability to
achieve its investment goal.
Credit
Default Swap Agreements.
A Fund may enter into OTC and cleared credit default swap agreements, which
may
reference one or more debt securities or obligations that are or are not
currently held by a Fund. The protection “buyer”
in an OTC credit default swap agreement is generally obligated to pay the
protection “seller” an upfront or a periodic
stream of payments over the term of the contract until a credit event, such as a
default, on a reference obligation
has occurred. If a credit event occurs, the seller generally must pay the buyer
the “par value” (full notional value)
of the swap in exchange for an equal face amount of deliverable obligations of
the reference entity described in
the swap, or the seller may be required to deliver the related net cash amount,
if the swap is cash settled. A Fund may
be either the buyer or seller in the transaction. If a Fund is a buyer and no
credit event occurs, the Fund may recover
nothing if the swap is held through its termination date. However, if a credit
event occurs, the buyer generally
may elect to receive the full notional value of the swap in exchange for an
equal face amount of deliverable obligations
of the reference entity whose value may have significantly decreased. As a
seller, a Fund generally receives
an upfront payment or a fixed rate of income throughout the term of the swap
provided that there is no credit
event. As the seller, a Fund would effectively add leverage to its portfolio
because, in addition to its total net assets,
a Fund would be subject to investment exposure on the notional amount of the
swap.
The
spread of a credit default swap is the annual amount the protection buyer must
pay the protection seller over the
length of the contract, expressed as a percentage of the notional amount. Market
perceived credit risk increases as
spreads widen; market perceived credit risk decreases as spreads narrow. Wider
credit spreads and decreasing market
values, when compared to the notional amount of the swap, represent a
deterioration of the credit soundness
of the issuer of the reference obligation and a greater likelihood or risk of
default or other credit event occurring
as defined under the terms of the agreement. For credit default swap agreements
on asset-backed securities
and credit indices, the quoted market prices and resulting values, as well as
the annual payment rate, serve
as an indication of the current status of the payment/performance risk. A Fund’s
obligations under a credit default
swap agreement will be accrued daily (offset against any amounts owing to the
Fund).
Credit
default swap agreements sold by a Fund may involve greater risks than if a Fund
had invested in the reference obligation
directly because, in addition to general market risks, credit default swaps are
subject to illiquidity risk and counterparty
credit risk (with respect to OTC credit default swaps). A Fund will enter into
uncleared credit default swap
agreements generally with counterparties that meet certain standards of
creditworthiness. A buyer generally
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also
will lose its investment and recover nothing should no credit event occur and
the swap is held to its termination date.
If a credit event were to occur, the value of any deliverable obligation
received by the seller, coupled with the upfront
or periodic payments previously received, may be less than the full notional
value it pays to the buyer, resulting
in a loss of value to the seller. In addition, there may be disputes between the
buyer and seller of a credit default
swap agreement or within the swaps market as a whole as to whether a credit
event has occurred or what the payment
should be. Such disputes could result in litigation or other delays, and the
outcome could be adverse for the
buyer or seller.
Interest
Rate Swap Agreements.
Interest rate swap agreements may be used to obtain or preserve a desired return
or spread
at a lower cost than through a direct investment in an instrument that yields
the desired return or spread. They
are financial instruments that involve the exchange of one type of interest rate
cash flow for another type of interest
rate cash flow on specified dates in the future. In a standard interest rate
swap transaction, two parties agree to
exchange their respective commitments to pay fixed or floating interest rates on
a predetermined specified (notional)
amount. The swap agreement’s notional amount is the predetermined basis for
calculating the obligations that
the swap counterparties have agreed to exchange. Under most swap agreements, the
obligations of the parties are
exchanged on a net basis. The two payment streams are netted out, with each
party receiving or paying, as the case
may be, only the net amount of the two payments. Interest rate swaps can be
based on various measures of interest
rates, including Euribor, swap rates, Treasury rates and foreign interest
rates.
Swap
agreements will tend to shift a Fund’s investment exposure from one type of
investment to another. For example,
if a Fund agreed to pay fixed rates in exchange for floating rates while holding
fixed-rate bonds, the swap would
tend to decrease a Fund’s exposure to long-term interest rates. Another example
is if a Fund agreed to exchange
payments in dollars for payments in foreign currency, the swap agreement would
tend to decrease a Fund’s
exposure to U.S. interest rates and increase its exposure to foreign currency
and interest rates.
Total
Return Swap Agreements.
Total return swap agreements are contracts in which one party agrees to make
periodic
payments to another party based on the change in market value of the assets
underlying the contract, which
may include a specified security, basket of securities or securities indices
during the specified period, in return
for periodic payments based on a fixed or variable interest rate or the total
return from other underlying assets.
Total return swap agreements may be used to obtain exposure to a security or
market without owning or taking
physical custody of such security or investing directly in such market. Total
return swap agreements may effectively
add leverage to a Fund’s portfolio because, in addition to its total net assets,
a Fund would be subject to investment
exposure on the notional amount of the swap.
Total
return swap agreements are subject to the risk that a counterparty will default
on its payment obligations to a Fund
thereunder, and conversely, that a Fund will not be able to meet its obligation
to the counterparty. Generally, a Fund
will enter into total return swaps on a net basis (i.e., the two payment streams
are netted against one another with
a Fund receiving or paying, as the case may be, only the net amount of the two
payments).
Contracts
for Differences.
Contracts for differences are swap arrangements in which the parties agree that
their return
(or loss) will be based on the relative performance of two different groups or
baskets of securities. Often, one or
both baskets will be an established securities index. A Fund’s return will be
based on changes in value of theoretical
long futures positions in the securities comprising one basket (with an
aggregate face value equal to the notional
amount of the contract for differences) and theoretical short futures positions
in the securities comprising the
other basket. A Fund also may use actual long and short futures positions and
achieve similar market exposure by
netting the payment obligations of the two contracts. A Fund typically enters
into contracts for differences (and analogous
futures positions) when the sub-adviser believes that the basket of securities
constituting the long position
will outperform the basket constituting the short position. If the short basket
outperforms the long basket, a Fund
will realize a loss, even in circumstances when the securities in both the long
and short baskets appreciate in value.
Cross-Currency
Swap Agreements.
Cross currency swap agreements are similar to interest rate swaps, except that
they
involve multiple currencies. A Fund may enter into a cross currency swap
agreement when it has exposure to one
currency and desires exposure to a different currency. Typically, the interest
rates that determine the currency swap
payments are fixed, although occasionally one or both parties may pay a floating
rate of interest. Unlike an interest
rate swap agreement, however, the principal amounts are exchanged at the
beginning of the contract and
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returned
at the end of the contract. In addition to paying and receiving amounts at the
beginning and termination of the
agreements, both sides will have to pay in full periodically based upon the
currency they have borrowed. Changes
in foreign exchange currency rates and changes in interest rates may negatively
affect currency swaps.
Volatility,
Variance and Correlation Swap Agreements.
A Fund also may enter into forward volatility agreements, also known
as volatility swaps. In a volatility swap, the counterparties agree to make
payments in connection with changes
in the volatility (i.e., the magnitude of change over a specified period of
time) of an underlying reference instrument,
such as a currency, rate, index, security or other financial instrument.
Volatility swaps permit the parties to
attempt to hedge volatility risk and/or take positions on the projected future
volatility of an underlying reference instrument.
For example, a Fund may enter into a volatility swap in order to take the
position that the reference instrument’s
volatility will increase over a particular period of time. If the reference
instrument’s volatility does increase
over the specified time, the Fund will receive a payment from its counterparty
based upon the amount by which
the reference instrument’s realized volatility level exceeds a volatility level
agreed upon by the parties. If the reference
instrument’s volatility does not increase over the specified time, the Fund will
make a payment to the counterparty
based upon the amount by which the reference instrument’s realized volatility
level falls below the volatility
level agreed upon by the parties. Payments on a volatility swap will be greater
if they are based upon the mathematical
square of volatility (i.e., the measured volatility multiplied by itself, which
is referred to as “variance”). This
type of a volatility swap is frequently referred to as a variance swap. Certain
of the Funds may engage in variance
swaps. Correlation swaps are contracts that provide exposure to increases or
decreases in the correlation between
the prices of different assets or different market rates. Certain of the Funds
may engage in variance swaps and
correlation swaps.
Interest Rate Futures Contracts and Options
on Interest Rate Futures Contracts.
A Fund may invest in interest rate futures
contracts and options on interest rate futures contracts for various investment
reasons, including to serve as a
substitute for a comparable market position in the underlying securities. A Fund
may also sell options on interest rate
futures contracts as part of closing purchase transactions to terminate its
options positions. No assurance can be
given that such closing transactions can be effected or as to the degree of
correlation between price movements in
the options on interest rate futures and price movements in a Fund’s portfolio
securities which are the subject of the
transaction.
Bond
prices are established in both the cash market and the futures market. In the
cash market, bonds are purchased
and sold with payment for the full purchase price of the bond being made in
cash, generally within five business
days after the trade. In the futures market, a contract is made to purchase or
sell a bond in the future for a set
price on a certain date. Historically, the prices for bonds established in the
futures markets have tended to move generally
in the aggregate in concert with the cash market prices and have maintained
fairly predictable relationships.
Accordingly, a Fund may use interest rate futures contracts as a defense, or
hedge, against anticipated interest
rate changes. A Fund presently could accomplish a similar result to that which
it hopes to achieve through the
use of interest rate futures contracts by selling bonds with long maturities and
investing in bonds with short maturities
when interest rates are expected to increase, or conversely, selling bonds with
short maturities and investing
in bonds with long maturities when interest rates are expected to decline.
However, because of the liquidity
that is often available in the futures market, the protection is more likely to
be achieved, perhaps at a lower cost
and without changing the rate of interest being earned by a Fund, through using
futures contracts.
Inverse Floaters.
Inverse floaters (also known as “residual interest bonds”) are inverse floating
rate debt securities. The
interest rate on an inverse floater varies inversely with a floating rate (which
may be reset periodically by a “Dutch”
auction, a remarketing agent or by reference to a short-term tax-exempt interest
rate index). A change in the interest
rate on the referenced security or index will inversely affect the rate of
interest paid on an inverse floater. That
is, income on inverse floating rate debt securities will decrease when interest
rates increase, and will increase when
interest rates decrease.
Markets
for inverse floaters may be less developed and more volatile, and may experience
less or varying degrees of liquidity
relative to markets for more traditional securities, especially during periods
of instability in credit markets. The
value of an inverse floater is generally more volatile than that of a
traditional fixed-rate bond having similar credit quality,
redemption provisions and maturity. Inverse floaters may have interest rate
adjustment formulas that generally
reduce or, in the extreme cases, eliminate the interest paid to a Fund when
short-term interest rates rise, and
increase the interest paid to a Fund when short-term interest rates fall. The
value of an inverse floater also tends
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to
fall faster than the value of a fixed-rate bond when interest rates rise, and
conversely, the value of an inverse floater
tends to rise more rapidly when interest rates fall. Inverse floaters tend to
underperform fixed-rate bonds in a rising
long-term interest rate environment, but tend to outperform fixed-rate bonds
when long-term interest rates decline.
Inverse
floaters 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. As a result,
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). A Fund could lose money and its net asset value could
decline if movements in interest
rates are incorrectly anticipated. To seek to limit the volatility of these
securities, a Fund may purchase inverse
floating obligations that have shorter-term maturities or that contain
limitations on the extent to which the interest
rate may vary. Certain investments in such obligations may be illiquid.
Furthermore, where such a security includes
a contingent liability, in the event of an adverse movement in the underlying
index or interest rate, a Fund may
be required to pay substantial additional margin to maintain the
position.
A
Fund may either participate in structuring an inverse floater or purchase an
inverse floater in the secondary market.
When structuring an inverse floater, a Fund will transfer fixed-rate securities
held in the Fund’s portfolio to a trust.
The trust then typically issues the inverse floaters and the floating rate notes
that are collateralized by the cash flows
of the fixed-rate securities. In return for the transfer of the securities to
the trust, the Fund receives the inverse floaters
and cash associated with the sale of the notes from the trust.
Inverse
floaters are sometimes created by depositing municipal securities in a tender
option bond trust (“TOB Trust”).
In a tender option bond (“TOB”) transaction, a TOB Trust issues a floating rate
certificate (“TOB Floater”) and a
residual interest certificate (“TOB Residual”) and utilizes the proceeds of such
issuance to purchase a fixed-rate municipal
bond (“Fixed-Rate Bond”) that either is owned or identified by a Fund. The TOB
Floater is generally issued to
third party investors (typically a money market fund) and the TOB Residual is
generally issued to the Fund that sold or
identified the Fixed-Rate Bond. The TOB Trust divides the income stream provided
by the Fixed-Rate Bond to create
two securities, the TOB Floater, which is a short-term security, and the TOB
Residual, which is a longer-term security.
The interest rates payable on the TOB Residual issued to a Fund bear an inverse
relationship to the interest rate
on the TOB Floater. The interest rate on the TOB Floater is reset by a
remarketing process typically every 7 to 35 days.
After income is paid on the TOB Floater at current rates, the residual income
from the Fixed-Rate Bond goes to the
TOB Residual. Therefore, rising short-term rates result in lower income for the
TOB Residual, and vice versa. In the
case of a TOB Trust that utilizes the cash received (less transaction expenses)
from the issuance of the TOB Floater
and TOB Residual to purchase the Fixed Rate Bond from a Fund, the Fund may then
invest the cash received in
additional securities, generating leverage for the Fund.
The
TOB Residual may be more volatile and less liquid than other municipal bonds of
comparable maturity. In most circumstances,
the TOB Residual holder bears substantially all of the underlying Fixed-Rate
Bond’s downside investment
risk and also benefits from any appreciation in the value of the underlying
Fixed-Rate Bond. Investments in
a TOB Residual typically will involve greater risk than investments in
Fixed-Rate Bonds.
The
TOB Residual held by a Fund provides the Fund with the right to: i) cause the
holders of the TOB Floater to tender
their notes at par; and ii) cause the sale of the Fixed-Rate Bond held by the
TOB Trust, thereby collapsing the TOB
Trust. TOB Trusts are generally supported by a liquidity facility provided by a
third-party bank or other financial institution
(the “Liquidity Provider”) that provides for the purchase of TOB Floaters that
cannot be remarketed. The holders
of the TOB Floaters have the right to tender their certificates in exchange for
payment of par plus accrued interest
on a periodic basis (typically weekly) or on the occurrence of certain mandatory
tender events. The tendered TOB
Floaters are remarketed by a remarketing agent, which is typically an affiliated
entity of the Liquidity Provider. If the
TOB Floaters cannot be remarketed, the TOB Floaters are purchased by the TOB
Trust either from the proceeds of
a loan from the Liquidity Provider or from a liquidation of the Fixed-Rate
Bond.
The
TOB Trust may also be collapsed without the consent of a Fund, as the TOB
Residual holder, upon the occurrence
of certain “tender option termination events” (or “TOTEs”), as defined in the
TOB Trust agreements. Such termination
events typically include the bankruptcy or default of the municipal bond, a
substantial downgrade in credit
quality of the municipal bond, or a judgment or ruling that interest on the
Fixed-Rate Bond is subject to federal
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income
taxation. Upon the occurrence of a termination event, the TOB Trust would
generally be liquidated in full with
the proceeds typically applied first to any accrued fees owed to the trustee,
remarketing agent and liquidity provider,
and then to the holders of the TOB Floater up to par plus accrued interest owed
on the TOB Floater and a portion
of gain share, if any, with the balance paid out to the TOB Residual holder. In
the case of a mandatory termination
event (“MTE”), after the payment of fees, the TOB Floater holders would be paid
before the TOB Residual holders
(i.e., the Fund). In contrast, in the case of a TOTE, after payment of fees, the
TOB Floater holders and the TOB Residual
holders would be paid pro rata in proportion to the respective face values of
their certificates.
Participation
Notes.
Participation notes (“P-notes”) are participation interest notes that are issued
by banks and broker-dealers
and are designed to offer a return linked to a particular equity, debt, currency
or market. An investment
in a P-note involves additional risks beyond the risks normally associated with
a direct investment in the underlying
security, and the P-note’s performance may differ from the underlying security’s
performance. While the holder
of a P-note is entitled to receive from the bank or issuing broker-dealer any
dividends paid on the underlying security,
the holder is not entitled to the same rights (e.g., voting rights) as an owner
of the underlying stock. P-notes are
considered general unsecured contractual obligations of the banks or
broker-dealers that issue them. As such, a Fund
must rely on the creditworthiness of the issuer of a P-note for their investment
returns on such P-note, and would
have no rights against the issuer of the underlying security. There is also no
assurance that there will be a secondary
trading market for a P-note or that the trading price of a P-note will equal the
value of the underlying security.
Additionally, issuers of P-notes and the calculation agent may have broad
authority to control the foreign exchange
rates related to the P-notes and discretion to adjust the P-note’s terms in
response to certain events.
Stock Index Futures Contracts and Options on
Stock Index Futures Contracts.
Stock index futures and options on stock
index futures provide exposure to comparable market positions in the underlying
securities or to manage risk (i.e.,
hedge) on direct investments in the underlying securities. A stock index future
obligates the seller to deliver (and
the purchaser to take), effectively, an amount of cash equal to a specific
dollar amount times the difference between
the value of a specific stock index at the close of the last trading day of the
contract and the price at which the
agreement is made. No physical delivery of the underlying stocks in the index is
made. With respect to stock indices
that are permitted investments, each Fund intends to purchase and sell futures
contracts on the stock index for
which it can obtain the best price with consideration also given to
liquidity.
Options
on stock index futures give the purchaser the right, in return for the premium
paid, to assume a position in a stock
index futures contract (a long position if the option is a call and a short
position if the option is a put), at a specified
exercise price at any time during the period of the option. Upon exercise of the
option, the delivery of the futures
position by the writer of the option to the holder of the option will be
accompanied by delivery of the accumulated
balance in the writer’s futures margin account, which represents the amount by
which the market price of
the stock index futures contract, at exercise, exceeds (in the case of a call)
or is less than (in the case of a put) the exercise
price of the option on the stock index future. If an option is exercised on the
last trading day prior to the expiration
date of the option, the settlement will be made entirely in cash equal to the
difference between the exercise
price of the option and the closing level of the index on which the future is
based on the expiration date. Purchasers
of options who fail to exercise their options prior to the exercise date suffer
a loss of the premium paid.
Synthetic Convertible
Securities.
Synthetic convertible securities are derivative positions composed of two or
more different
securities whose investment characteristics, taken together, resemble those of
convertible securities. For example,
a Fund may purchase a non-convertible debt security and a warrant or option,
which enables a Fund to have
a convertible-like position with respect to a company, group of companies or a
stock index. Synthetic convertible
securities are typically offered by financial institutions and investment banks
in private placement transactions.
Upon conversion, a Fund generally receives an amount in cash equal to the
difference between the conversion
price and the then current value of the underlying security. Unlike a true
convertible security, a synthetic convertible
comprises two or more separate securities, each with its own market value.
Therefore, the market value of
a synthetic convertible is the sum of the values of its fixed-income component
and its convertible component. For this
reason, the values of a synthetic convertible and a true convertible security
may respond differently to market fluctuations.
In addition to the general risks of convertible securities and the special risks
of enhanced convertible securities,
there are risks unique to synthetic convertible securities. In addition, the
component parts of a synthetic convertible
security may be purchased simultaneously or separately; and the holder of a
synthetic convertible faces the
risk that the price of the stock, or the level of the market index underlying
the convertibility component will
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decline.
Exposure to more than one issuer or participant will increase the number of
parties upon which the investment
depends and the complexity of that investment and, as a result, increase a
Fund’s credit risk and valuation
risk. A Fund only invests in synthetic convertibles with respect to companies
whose corporate debt securities
are rated “A” or higher by Moody’s or S&P and will not invest more than 15%
of its net assets in such synthetic
securities and other illiquid securities.
Permitted Investment Activities and Certain
Associated Risks
Set
forth below are descriptions of permitted investment activities for the Funds
and certain of their associated risks. The
activities are organized into various categories. To the extent that an activity
overlaps two or more categories, the
activity is referenced only once in this section. Not all of the Funds
participate in all of the investment activities described
below. In addition, with respect to any particular Fund, to the extent that an
investment activity is described
in such Fund’s Prospectus as being part of its principal investment strategy,
the information provided below
regarding such investment activity is intended to supplement, but not supersede,
the information contained in
the Prospectus, and the Fund may engage in such investment activity in
accordance with the limitations set forth in
the Prospectus. To the extent an investment activity is described in this SAI
that is not referenced in the Prospectus,
a Fund under normal circumstances will not engage in such investment activity
with more than 15% of its
assets unless otherwise specified below. Unless otherwise noted or required by
applicable law, the percentage limitations
included in this SAI apply at the time of purchase of a security.
For
purposes of monitoring the investment policies and restrictions of the Funds
(with the exception of the loans of portfolio
securities policy described below), the amount of any securities lending
collateral held by a Fund will be excluded
in calculating total assets.
DEBT
SECURITIES
Debt
securities include bonds, corporate debt securities and similar instruments,
issued by various U.S. and non-U.S. public-
or private-sector entities. The issuer of a debt security has a contractual
obligation to pay interest at a stated rate
on specific dates and to repay principal (the debt security’s face value)
periodically or on a specified maturity date.
An issuer may have the right to redeem or “call” a debt security before
maturity, in which case the investor may have
to reinvest the proceeds at lower market rates. The value of fixed-rate debt
securities will tend to fall when interest
rates rise, and rise when interest rates fall. The values of “floating-rate” or
“variable-rate” debt securities, on the
other hand, fluctuate much less in response to market interest-rate movements
than the value of fixed-rate debt securities.
Debt securities may be senior or subordinated obligations. Senior obligations,
including certain bonds and
corporate debt securities, generally have the first claim on a corporation’s
earnings and assets and, in the event of
liquidation, are paid before subordinated debt. Debt securities may be unsecured
(backed only by the issuer’s general
creditworthiness) or secured (also backed by specified collateral).
Debt
securities are interest-bearing investments that promise a stable stream of
income; however, the prices of such securities
are inversely affected by changes in interest rates and, therefore, are subject
to the risk of market price fluctuations.
Longer-term securities are affected to a greater extent by changes in interest
rates than shorter-term securities.
The values of debt securities also may be affected by changes in the credit
rating or financial condition of the
issuing entities. Certain securities that may be purchased by a Fund, such as
those rated “Baa” or lower by Moody’s
Investors Service, Inc. (“Moody’s”) and “BBB” or lower by Standard & Poor’s
Rating Group (“S&P”) and Fitch Investors
Service, Inc. (“Fitch”) tend to be subject to greater issuer credit risk, to
greater market fluctuations and pricing
uncertainty, and to less liquidity than lower-yielding, higher-rated debt
securities. A Fund could lose money if the
issuer fails to meet its financial obligations. If a security held by a Fund is
downgraded, such Fund may continue to
hold the security until such time as the Fund’s sub-adviser determines it to be
advantageous for the Fund to sell the
security. Investing in debt securities is subject to certain risks including,
among others, credit and interest rate risk,
as more fully described in this section.
Interest
rate risk refers to the possibility that interest rates will change over time.
When interest rates rise, the value of
debt securities tends to fall. The longer the terms of the debt securities held
by a Fund, the more the Fund is subject
to this risk. If interest rates decline, interest that the Fund is able to earn
on its investments in debt securities may
also decline, which could cause the Fund to reduce the dividends it pays to
shareholders, but the value of those securities
may increase.
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A
Fund may face a heightened level of interest rate risk during periods when
short-term or long-term interest rates rise
sharply or in an unanticipated manner. Such interest rates increases may have
unpredictable effects on the market
and the Fund’s investments, which could cause the Fund to lose
money.
Very
low or negative interest rates may magnify interest rate risk. Certain countries
have at times experienced negative
interest rates on deposits and debt instruments have traded at negative yields.
A negative interest rate policy
is an unconventional central bank monetary policy tool where nominal target
interest rates are set with a negative
value (i.e., below zero percent) intended to help create self-sustaining growth
in the local economy. The prevalence
of negatives interest rates may increase or decrease in the future. To the
extent a Fund has a bank deposit
or holds a debt instrument with a negative interest rate to maturity, the Fund
would generate a negative return
on that investment. While negative yields can be expected to reduce demand for
fixed-income investments trading
at a negative interest rate, investors may be willing to continue to purchase
such investments for a number of
reasons including, but not limited to, price insensitivity, arbitrage
opportunities across fixed-income markets or rules-based
investment strategies. If negative interest rates become more prevalent in the
market, it is expected that investors
will seek to reallocate assets to other income-producing assets such as
investment grade and high-yield debt
instruments, or equity investments that pay a dividend. This increased demand
for higher yielding assets may cause
the price of such instruments to rise while triggering a corresponding decrease
in yield and the value of debt instruments
over time. The Fund currently faces a heightened level of interest rate risk.
Changes in interest rates may occur
suddenly and significantly, with unpredictable effects on the market and the
Fund’s investments. The Fund may
lose money if short-term or long-term interest rates rise sharply or in an
unanticipated manner.
A
Fund may purchase instruments that are not rated if, as determined by the Fund’s
sub-adviser, such obligations are of
investment quality comparable to other rated investments that are permitted to
be purchased by such Fund. After purchase
by a Fund, a security may cease to be rated, or its rating may be reduced below
the minimum required for purchase
by such Fund. Neither event will require a sale of such security by the Fund. To
the extent the ratings given by
Moody’s, Fitch or S&P may change as a result of changes in such
organizations’ rating systems, a Fund will attempt
to use comparable ratings as standards for investments in accordance with the
investment policies contained
in its Prospectus and in this SAI.
Certain
of the debt obligations a Fund may purchase (including certificates of
participation, commercial paper and other
short-term obligations) may be backed by a letter of credit from a bank or
insurance company. A letter of credit
guarantees that payment to a lender will be received on time and for the correct
amount, and is typically unconditional
and irrevocable. In the event that the indebted party is unable to make payment
on the debt obligation,
the bank or insurance company will be required to cover the full or remaining
amount of the debt obligation.
Corporate
debt securities are long and short term fixed-income securities typically issued
by businesses to finance their
operations. The issuer of a corporate debt security has a contractual obligation
to pay interest at a stated rate on
specific dates and to repay principal periodically or on a specified maturity
date. The rate of interest on a corporate
debt security may be fixed, floating, or variable, and could vary directly or
inversely with respect to a reference
rate. An issuer may have the right to redeem or “call” a corporate debt security
before maturity, in which case
the investor may have to reinvest the proceeds at lower market rates. The value
of fixed-rate corporate debt securities
will tend to fall when interest rates rise and rise when interest rates fall.
Senior obligations generally have the
first claim on a corporation’s earnings and assets and, in the event of
liquidation, are paid before subordinated debt.
Corporate debt securities may be unsecured (backed only by the issuer’s general
creditworthiness) or secured (also
backed by specified collateral). Because of the wide range of types and
maturities of corporate debt securities, as
well as the range of creditworthiness of issuers, corporate debt securities can
have widely varying risk/return profiles.
Asset-Backed
Securities.
Asset-backed securities are securities that are secured or “backed” by pools of
various types
of assets on which cash payments are due at fixed intervals over set periods of
time. Asset-backed securities are
created in a process called securitization. In a securitization transaction, an
originator of loans or an owner of accounts
receivable of a certain type of asset class sells such underlying assets to a
special purpose entity, so that there
is no recourse to such originator or owner. Payments of principal and interest
on asset-backed securities typically
are tied to payments made on the pool of underlying assets in the related
securitization. Such payments on the
underlying assets are effectively “passed through” to the asset-backed security
holders on a monthly or other
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regular,
periodic basis. The level of seniority of a particular asset-backed security
will determine the priority in which the
holder of such asset-backed security is paid, relative to other security holders
and parties in such securitization. Examples
of underlying assets include consumer loans or receivables, home equity loans,
credit card loans, student loans,
automobile loans or leases, and timeshares, although other types of receivables
or assets also may be used as underlying
assets.
While
asset-backed securities typically have a fixed, stated maturity date, low
prevailing interest rates may lead to an increase
in the prepayments made on the underlying assets. This may cause the outstanding
balances due on the underlying
assets to be paid down more rapidly. As a result, a decrease in the originally
anticipated interest from such
underlying securities may occur, causing the asset-backed securities to pay-down
in whole or in part prior to their
original stated maturity date. Prepayment proceeds would then have to be
reinvested at the lower prevailing interest
rates. Conversely, prepayments on the underlying assets may be less than
anticipated, especially during periods
of high or rising interest rates, causing an extension in the duration of the
asset-backed securities. The impact
of any prepayments made on the underlying assets may be difficult to predict and
may result in greater volatility.
Delinquencies
or losses that exceed the anticipated amounts for a given securitization could
adversely impact the payments
made on the related asset-backed securities. This is a reason why, as part of a
securitization, asset-backed securities
are often accompanied by some form of credit enhancement, such as a guaranty,
insurance policy, or subordination.
Credit protection in the form of derivative contracts may also be purchased. In
certain securitization transactions,
insurance, credit protection, or both may be purchased with respect to only the
most senior classes of asset-backed
securities, on the underlying collateral pool, or both. The extent and type of
credit enhancement varies across
securitization transactions.
Asset-backed
securities carry additional risks including, but not limited to, the possibility
that: i) the creditworthiness of
the credit support provider may deteriorate; and ii) such securities may become
less liquid or harder to value as a result
of market conditions or other circumstances.
Money Market
Instruments.
Money market instruments provide short-term funds to businesses, financial
institutions and
governments. They are debt instruments issued with maturities of thirteen months
or less, and that are determined
to present minimal credit risk. Because of their short-term maturities and by
whom these debt instruments
are issued, money market instruments are extremely liquid and provide relatively
few risks. Common money
market instruments include Treasury bills, certificates of deposit, commercial
paper, banker’s acceptances, and
repurchase agreements among others.
Adjustable Rate
Obligations.
Adjustable rate obligations include demand notes, medium term notes, bonds,
commercial
paper, and certificates of participation in such instruments. The interest rate
on adjustable rate obligations
may be floating or variable. For certain adjustable-rate obligations, the rate
rises and declines based on the
movement of a reference index of interest rates and is adjusted periodically
according to a specified formula. Adjustable-rate
securities generally are less sensitive to interest rate changes, but may lose
value if their interest rates
do not rise as much, or as quickly, as interest rates in general. Conversely,
adjustable-rate securities generally will
not increase in value if interest rates decline. When a Fund holds
adjustable-rate securities, a reduction in market or
reference interest rates will reduce the income received from such
securities.
Adjustable-rate
obligations include floating- and variable-rate obligations. The interest rate
on a variable-rate demand
obligation is adjusted automatically at specified intervals, while the interest
rate on floating-rate obligations is
adjusted when the rate on the underlying index changes. These obligations
typically have long-stated maturities and
may have a conditional or unconditional demand feature that permits the holder
to demand payment of principal
at any time or at specified intervals. Variable-rate demand notes also include
master demand notes that are obligations
that permit a Fund to invest fluctuating amounts, which may change daily without
penalty, pursuant to direct
arrangements between the Fund, as lender, and the borrower. The borrower may
have a right, after a given period,
to prepay at its discretion the outstanding principal amount of the obligations
plus accrued interest upon a specified
number of days’ notice to the holders of such obligations. For more information,
refer to “Variable Amount Master
Demand Notes.”
Some
adjustable rate obligations may be secured by letters of credit or other credit
support arrangements provided by
banks. Such credit support arrangements often include unconditional and
irrevocable letters of credit that are
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issued
by a third party, usually a bank, which assumes the obligation for payment of
principal and interest in the event
of default by the issuer. Letters of credit are designed to enhance liquidity
and ensure repayment of principal and
any accrued interest if the underlying variable rate demand obligation should
default. Some variable rate obligations
feature other credit enhancements, such as standby bond purchase agreements
(“SBPAs”). A SBPA can feature
a liquidity facility that is designed to provide funding for the purchase price
of variable rate obligations that fail
to be remarketed. The liquidity facility provider is obligated solely to advance
funds for the purchase of tendered variable
rate bonds that fail to be remarketed and does not guarantee the repayment of
principal or interest. The liquidity
facility provider’s obligations under the SBPA are subject to conditions,
including the continued creditworthiness
of the underlying borrower or issuer, and the facility may terminate upon the
occurrence of certain events
of default or at the expiration of its term. In addition, a liquidity facility
provider may fail to perform its obligations.
A
Fund may be unable to timely dispose of a variable rate obligation if the issuer
defaults and the letter of credit or liquidity
facility provider fails to perform its obligations or the facility otherwise
terminates and a successor letter of credit
or liquidity provider is not immediately obtained. The potential adverse impact
to a Fund resulting from the inability
of a letter of credit or liquidity facility provider to meet its obligations
could be magnified to the extent the provider
also furnishes credit support for other variable-rate obligations held by the
Fund.
In
the case of adjustable-rate securities that are not subject to a demand feature,
a Fund is reliant on the secondary market
for liquidity. In addition, there generally is no established secondary market
for master demand notes because
they are direct lending arrangements between the lender and borrower.
Accordingly, where these obligations
are not secured by letters of credit, SBPAs or other credit support
arrangements, a Fund is dependent on the
ability of the borrower to pay principal and interest in accordance with the
terms of the obligations. The failure by
a Fund to receive scheduled interest or principal payments on a loan would
adversely affect the income of the Fund
and would likely reduce the value of its assets, which would be reflected in a
reduction in the Fund’s NAV.
Adjustable-rate
obligations may or may not be rated by nationally recognized statistical ratings
organizations (e.g., Moody’s
Investors Service, Inc. (“Moody’s”), Standard & Poor’s Rating Group
(“S&P”), or Fitch Investors Service, Inc. (“Fitch”)).
Adjustable-rate obligations are subject to credit and other risks generally
associated with debt securities.
Bank Obligations.
Bank obligations include certificates of deposit, time deposits, bankers’
acceptances, and other short-term
obligations of domestic banks, foreign subsidiaries of domestic banks, foreign
branches of domestic banks,
domestic and foreign branches of foreign banks, domestic savings and loan
associations and other banking institutions.
Certificates of deposit are negotiable certificates evidencing the obligation of
a bank to repay funds deposited
with it for a specified period of time. Time deposits are non-negotiable
deposits maintained in a banking institution
for a specified period of time at a stated interest rate. Bankers’ acceptances
are credit instruments evidencing
the obligation of a bank to pay a draft drawn on it by a customer. These
instruments reflect the obligation both
of the bank and of the customer to pay the face amount of the instrument upon
maturity. Other short-term obligations
may include uninsured, direct obligations of the banking institution bearing
fixed, floating or variable interest
rates.
The
activities of U.S. banks and most foreign banks are subject to comprehensive
regulations. New legislation or regulations,
or changes in interpretation and enforcement of existing laws or regulations,
may affect the manner of operations
and profitability of domestic banks. With respect to such obligations issued by
foreign branches of domestic
banks, foreign subsidiaries of domestic banks, and domestic and foreign branches
of foreign banks, a Fund may
be subject to additional investment risks that are different in some respects
from those incurred by a Fund that invests
only in debt obligations of domestic issuers. Such risks include political,
regulatory or economic developments,
the possible imposition of foreign withholding and other taxes (at potentially
confiscatory levels) on amounts
realized on such obligations, the possible establishment of exchange controls or
the adoption of other foreign
governmental restrictions that might adversely affect the payment of principal
and interest on these obligations
and the possible seizure or nationalization of foreign deposits. The
distress, impairment, or failure of one or
more banking institutions may affect the value of a Fund’s investments. The
failure of a banking institution could raise
economic concerns over disruption in the industry. There can be no certainty
that any actions taken by governments
or quasi-governmental organizations will be effective in mitigating the effects
of the failure of banking institutions
on the economy or restoring public confidence in banking
institutions.
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In
addition, foreign branches of domestic banks and foreign banks may be subject to
less stringent reserve requirements
and to different regulatory, accounting, auditing, reporting and recordkeeping
standards than those applicable
to domestic branches of U.S. banks.
Banks
may be particularly susceptible to certain economic factors, such as interest
rate changes or adverse developments
in the market for real estate. Fiscal and monetary policy and general economic
cycles can affect the availability
and cost of funds, loan demand and asset quality and thereby impact the earnings
and financial conditions
of banks. Further, the traditional banking industry is experiencing increased
competition from alternative types
of financial institutions.
Collateralized Debt Obligations
(“CDOs”).
CDOs pool together assets that generate cash flow, and repackages these
pools
into discrete tranches that can be sold to investors. CDOs include
collateralized loan obligations (“CLOs”), collateralized
bond obligations (“CBOs”), and other similarly structured securities. CLOs and
CBOs are distinguished by
their underlying securities. CLOs are securities comprised of bundles of
corporate loans; CBOs are securities backed
by a collection of bonds or other CDOs.
The
tranches in a CDO vary substantially in their risk profiles and level of yield.
Tranches bear losses in the reverse order
of their seniority with respect to one another. The most junior tranche is
generally the tranche that bears the highest
level of risk, but also generally bears the highest coupon rates. The senior
tranches are generally safer because
they have first priority on payback from the collateral in the event of default.
As a result, the senior tranches of
a CDO generally have a higher credit rating and offer lower coupon rates than
the junior tranches. Despite the protection,
even the most senior tranches can experience substantial losses due to the rate
of actual defaults on the underlying
collateral. The type of collateral used as underlying securities in a particular
CDO therefore may substantially
impact the risk associated with purchasing the securities.
CDOs
can also be divided into two main categories: cash and synthetic. Cash CDOs are
secured by cash assets, such
as loans and corporate bonds. Synthetic CDOs are secured by credit default swaps
or other noncash assets that
provide exposure to a portfolio of fixed-income assets.
Cash
CDOs can be further subdivided into two types: cash flow and market value. Cash
flow and market value CDOs differ
from each other in the manner by which cash flow is generated to pay the
security holders, the manner in which
the structure is credit-enhanced, and how the pool of underlying collateral is
managed. Cash flow CDOs are collateralized
by a pool of high-yield bonds or loans, which pay principal and interest on a
regular basis. Credit enhancement
is achieved by having subordinated tranches of securities. The most
senior/highest-rated tranche will be
the last to be affected by any interruption of cash flow from the underlying
assets. In a cash flow CDO, the collateral
manager endeavors to maintain a minimum level of diversification and weighted
average rating among the underlying
assets in an effort to mitigate severity of loss. Market value CDOs receive
payments based on the mark-to-market
returns on the underlying collateral. Credit enhancement for market value CDOs
is achieved by specific
overcollateralization levels in the form of advance rates assigned to each
underlying collateral asset. Because
principal and interest payments on the securities come from collateral cash
flows and sales of collateral, which
the collateral manager monitors, returns on market value CDOs are substantially
related to the collateral manager’s
performance.
CDOs
carry the risk of uncertainty of timing of cash flows. Such a risk depends on
the type of collateral, the degree of
diversification, and the specific tranche in which a Fund invests. Typically,
CDOs are issued through private offerings
and are not registered under the securities laws. However, an active dealer
market may exist for such securities,
thereby allowing such securities to trade consistent with an exemption from
registration under Rule 144A under
the Securities Act of 1933, as amended. Further risks include the possibility
that distributions from the collateral
will not be adequate to make interest payments, and that the quality of the
collateral may decline in value or
default.
Commercial Paper.
Commercial paper is a short-term, promissory note issued by a bank, corporation
or other borrower
to finance short-term credit needs. Commercial paper is typically unsecured but
it may be supported by letters
of credit, surety bonds or other forms of collateral. Commercial paper may be
sold at par or on a discount basis
and typically has a maturity from 1 to 270 days. Like bonds, and other
fixed-income securities, commercial paper
prices are susceptible to fluctuations in interest rates. As interest rates
rise, commercial paper prices typically will
decline and vice versa. The short-term nature of a commercial paper investment,
however, makes it less
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susceptible
to such volatility than many other securities. Variable amount master demand
notes are a type of commercial
paper. They are demand obligations that permit the investment of fluctuating
amounts at varying market rates
of interest pursuant to arrangements between the issuer and a commercial bank
acting as agent for the payee of
such notes whereby both parties have the right to vary the amount of the
outstanding indebtedness on the notes.
Dollar Roll
Transactions.
Dollar roll transactions are transactions wherein a Fund sells fixed-income
securities and simultaneously
makes a commitment to purchase similar, but not identical, securities at a later
date from the same party
and at a predetermined price. Mortgage-backed security dollar rolls and U.S.
Treasury dollar rolls are types of dollar
rolls. Like a forward commitment, during the roll period, no payment is made by
a Fund for the securities purchased,
and no interest or principal payments on the securities purchased accrue to the
Fund, but the Fund assumes
the risk of ownership. A Fund is compensated for entering into dollar roll
transactions by the difference between
the current sales price and the forward price for the future purchase, as well
as by the interest earned on the
cash proceeds of the initial sale. Dollar roll transactions may result in higher
transaction costs for a Fund.
Like
other when-issued securities or firm commitment agreements, dollar roll
transactions involve the risk that the market
value of the securities sold by a Fund may decline below the price at which the
Fund is committed to purchase
similar securities. In the event the buyer of securities from a Fund under a
dollar roll transaction becomes insolvent,
the Fund’s use of the proceeds of the transaction may be restricted pending a
determination by the other party,
or its trustee or receiver, whether to enforce the Fund’s obligation to
repurchase the securities. A Fund will engage
in dollar roll transactions for the purpose of acquiring securities for its
portfolio and not for investment leverage.
High-Yield
Securities.
High-yield securities (also known as “junk bonds”) are debt securities that are
rated below investment-grade,
or are unrated and deemed by the Fund’s sub-adviser to be below
investment-grade, or are in default
at the time of purchase. These securities are considered to be high-risk
investments and have a much greater risk
of default (or in the case of bonds currently in default, of not returning
principal). High-yield securities also tend to
be more volatile than higher-rated securities of similar maturity. The value of
these debt securities can be affected by
overall economic conditions, interest rates, and the creditworthiness of the
individual issuers. These securities tend
to be less liquid and more difficult to value than higher-rated securities. If
market quotations are not readily available
for the Funds’ lower-rated or nonrated securities, these securities will be
valued by a method that the Funds’
Boards believe reflects their fair value.
The
market values of certain high yield and comparable unrated securities tend to be
more sensitive to individual corporate
developments and changes in economic conditions than investment-grade
securities. Adverse publicity and
investor perceptions, whether or not based on fundamental analysis, may decrease
the values and liquidity of high
yield securities, especially in a thinly traded market. In addition, issuers of
high yield and comparable unrated securities
often are highly leveraged and may not have more traditional methods of
financing available to them. Their
ability to service their debt obligations, especially during an economic
downturn or during sustained periods of high
interest rates, may be impaired.
High
yield and comparable unrated securities are typically unsecured and frequently
are subordinated to senior indebtedness.
A Fund may incur additional expenses to the extent that it is required to seek
recovery upon a default in
the payment of principal or interest on its portfolio holdings. The existence of
limited trading markets for high yield
and comparable unrated securities may diminish a Fund’s ability to: i) obtain
accurate market quotations for purposes
of valuing such securities and calculating its net asset value; and ii) sell the
securities either to meet redemption
requests or to respond to changes in the economy or in financial
markets.
Inflation-Protected Debt
Securities.
Inflation-protected debt securities, including Treasury Inflation-Protected
Securities
(“TIPS”), are instruments whose principal is adjusted for inflation, as
indicated by specific indexes. For example,
the principal of TIPS is adjusted for inflation as indicated by the Consumer
Price Index. As inflation falls, the principal
value of inflation-protected securities will be adjusted downward and the
interest payable will be reduced. As
inflation rises, the principal value of inflation-protected securities will be
adjusted upward, and the interest payable
will be increased. A Fund’s yield and return will reflect both any inflation
adjustment to interest income and the
inflation adjustment to principal.
While
these securities are designed to protect holders from long term inflationary
trends, short term increases in inflation
may lead to a decline in value. If interest rates rise due to reasons other than
inflation (for example, due to
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changes
in currency exchange rates), holders of these securities may not be protected to
the extent that the increase
is not reflected in the debt securities’ inflationary measure. Income
fluctuations associated with changes in market
interest rates are expected to be low; however, income fluctuations associated
with changes in inflation are expected
to be high. The value of inflation-indexed bonds is expected to change in
response to changes in real interest
rates. Real interest rates are tied to the relationship between nominal interest
rates and the rate of inflation. If
nominal interest rates increase at a faster rate than inflation, real interest
rates may rise, leading to a decrease in value
of inflation-indexed bonds. In certain interest rate environments, such as when
real interest rates are rising faster
than nominal interest rates, inflation indexed bonds may experience greater
losses than other fixed-income securities
with similar durations.
For
federal income tax purposes, both interest payments and the difference between
original principal and the inflation-adjusted
principal of inflation-protected debt securities will be treated as interest
income subject to taxation.
Interest payments are taxable when received or accrued. The inflation adjustment
to principal is subject to tax
in the year the adjustment is made, not at maturity of the security when the
cash from the repayment of principal is
received.
Inflation-protected
debt securities are subject to greater risk than traditional debt securities if
interest rates rise in a low
inflation environment. Generally, the value of an inflation-protected debt
security will fall when real interest rates rise
and will rise when real interest rates fall.
Loan
Participations.
A loan participation gives a Fund an undivided proportionate interest in a
partnership or trust that
owns a loan or instrument originated by a bank or other financial institution.
Typically, loan participations are offered
by banks or other financial institutions or lending syndicates and are acquired
by multiple investors. Principal and
interest payments are passed through to the holder of the loan participation.
Loan participations may carry a demand
feature permitting the holder to tender the participations back to the bank or
other institution. Loan participations,
however, typically do not provide the holder with any right to enforce
compliance by the borrower, nor
any rights of set-off against the borrower, and the holder may not directly
benefit from any collateral supporting the
loan in which it purchased a loan participation. As a result, the holder may
assume the credit risk of both the borrower
and the lender that is selling the loan participation.
Loan
participations in which a Fund may invest are subject generally to the same
risks as debt securities in which the Fund
may invest. Loan participations in which a Fund invests may be made to finance
highly leveraged corporate acquisitions.
The highly leveraged capital structure of the borrowers in such transactions may
make such loan participations
especially vulnerable to adverse changes in economic or market conditions. Loan
participations generally
are subject to restrictions on transfer, and only limited opportunities may
exist to sell such loan participations
in secondary markets. As a result, a Fund may be unable to sell loan
participations at a time when it may
otherwise be desirable to do so, or may be able to sell them only at a price
below their fair market value. Market bids
may be unavailable for loan participations from time to time; a Fund may find it
difficult to establish a fair value for
loan participations held by it. Many loan participations in which a Fund invests
may be unrated, and the Fund’s sub-adviser
will be required to rely exclusively on its analysis of the borrower in
determining whether to acquire, or to
continue to hold, a loan participation. In addition, under legal theories of
lender liability, a Fund potentially might be
held liable as a co-lender.
Mortgage-Backed
Securities.
Mortgage-backed securities, also called mortgage pass-through securities, are
issued in
securitizations (see “Asset-Backed Securities” section) and represent interests
in “pools” of underlying mortgage loans
that serve as collateral for such securities. These mortgage loans may have
either fixed or adjustable interest rates.
A guarantee or other form of credit support may be attached to a mortgage-backed
security to protect against default
on obligations. Similar to asset-backed securities, the monthly payments made by
the individual borrowers on
the underlying mortgage loans are effectively “passed through” to the holders of
the mortgage-backed securities (net
of administrative and other fees paid to various parties) as monthly principal
and interest payments. Some mortgage-backed
securities make payments of both principal and interest at a range of specified
intervals, while others
make semiannual interest payments at a predetermined rate and repay principal
only at maturity. An economic
downturn—particularly one that contributes to an increase in delinquencies and
defaults on residential mortgages,
falling home prices, and unemployment—may adversely affect the market for and
value of mortgage-backed
securities.
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The
stated maturities of mortgage-backed securities may be shortened by unscheduled
prepayments of principal on the
underlying mortgage loans, and the expected maturities may be extended in rising
interest-rate environments. Therefore,
it is not possible to predict accurately the maturity of a particular
mortgage-backed security. Variations in the
maturities of mortgage-backed securities resulting from prepayments will affect
the yield of each such security and
the portfolio as a whole. Rates of prepayment of principal on the underlying
mortgage loans in mortgage-backed
securitizations that are faster than expected may expose the holder to a lower
rate of return upon reinvestment
of proceeds at lower prevailing interest rates. Also, if a mortgage-backed
security has been purchased at
a premium and is backed by underlying mortgage loans that are subject to
prepayment, the value of the premium would
effectively be lost or reduced if prepayments are made on such underlying
collateral. Conversely, to the extent
a mortgage-backed security is purchased at a discount, both a scheduled payment
of principal and an unscheduled
payment of principal would increase current and total returns, as well as
accelerate the recognition of income.
Mortgage-backed
securities are subject to credit risk, which includes the risk that the holder
may not receive all or part
of its interest or principal because the issuer, or any credit enhancer and/or
the underlying mortgage borrowers have
defaulted on their obligations. Credit risk is increased for mortgage-backed
securities that are subordinated to another
security (i.e., if the holder of a mortgage-backed security is entitled to
receive payments only after payment obligations
to holders of the other security are satisfied). The more deeply subordinated
the security, the greater the credit
risk associated with the security will be.
In
addition, the Funds may purchase some mortgage-backed securities through private
placements that are restricted
as to further sale. Mortgage-backed securities issued by private issuers,
whether or not such obligations are
subject to guarantees by the private issuer, typically entail greater credit
risk than mortgage-backed securities guaranteed
by a government association or government-sponsored enterprise. The performance
of mortgage-backed
securities issued by private issuers depends, in part, on the financial health
of any guarantees and the
performance of the mortgage pool backing such securities. An unexpectedly high
rate of defaults on mortgages held
by a mortgage pool may limit substantially the pool’s ability to make payments
of principal or interest to the holder
of such mortgage-backed securities, particularly if such securities are
subordinated, thereby reducing the value
of such securities and, in some cases, rendering them worthless. The risk of
such defaults is generally higher in the
case of mortgage pools that include “subprime” mortgages.
Like
other fixed-income securities, when interest rates rise, the value of
mortgage-backed securities generally will decline
and may decline more than other fixed-income securities as the expected maturity
extends. Conversely, when
interest rates decline, the value of mortgage-backed securities having
underlying collateral with prepayment features
may not increase as much as other fixed-income securities as the expected
maturity shortens. Payment of principal
and interest on some mortgage-backed securities issued or guaranteed by a
government agency (but not the
market value of the securities themselves) is guaranteed by a U.S. Government
sponsored entity, such as Government
National Mortgage Association (“GNMA”), the Federal National Mortgage
Association (“FNMA”) and the Federal
Home Loan Mortgage Corporation (“FHLMC”). Unlike FHLMC and FNMA, which act as
both issuers and guarantors
of mortgage-backed securities, GNMA only provides guarantees of mortgage-backed
securities. Only GNMA
guarantees are backed by the full faith and credit of the U.S. Government.
Mortgage-backed securities issued or
guaranteed by FHLMC or FNMA are not backed by the full faith and credit of the
U.S. Government. FHLMC and FNMA
are authorized to borrow money from the U.S. Treasury or the capital markets,
but there can be no assurance that
they will be able to raise funds as needed or that their existing capital will
be sufficient to satisfy their guarantee obligations.
Mortgage-backed securities created by private issuers (such as commercial banks,
savings and loan institutions,
private mortgage insurance companies, mortgage bankers and other secondary
market issuers) may be supported
by various forms of insurance or guarantees, including individual loan, title,
pool and hazard insurance. Mortgage-backed
securities that are not insured or guaranteed generally offer a higher rate of
return in the form of interest
payments, but also expose the holders to greater credit risk.
Adjustable-Rate
Mortgage Securities (“ARMS”).
ARMS represent an ownership interest in a pool of mortgage loans that
generally carry adjustable interest rates, and in some cases principal repayment
rates, that are reset periodically.
ARMS are issued, guaranteed or otherwise sponsored by governmental agencies such
as GNMA, by government-sponsored
entities such as FNMA or FHLMC, or by private issuers. Mortgage loans underlying
ARMS typically
provide for a fixed initial mortgage interest rate for a specified period of
time and, thereafter, the interest
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rate
may be subject to periodic adjustments based on changes in an applicable index
rate. Adjustable interest rates can
cause payment increases that some borrowers may find difficult to
make.
The
mortgage loans underlying ARMS guaranteed by GNMA are typically federally
insured by the Federal Housing Administration
or guaranteed by the Department of Veterans Affairs, whereas the mortgage loans
underlying ARMS issued
by FNMA or FHLMC are typically conventional residential mortgages which are not
so insured or guaranteed, but
which conform to specific underwriting, size and maturity standards. ARMS are
also offered by private issuers.
As
a result of adjustable interest rates, the yields on ARMS typically lag behind
changes in the prevailing market interest
rate. This results in ARMS generally experiencing less decline in value during
periods of rising interest rates than
traditional long-term, fixed-rate mortgage-backed securities. On the other hand,
during periods of declining interest
rates, the interest rates on the underlying mortgages may reset downward with a
similar lag. As a result, the values
of ARMS are expected to rise less than the values of securities backed by
fixed-rate mortgages during periods of
declining interest rates.
Collateralized
Mortgage Obligations (“CMOs”).
CMOs are debt obligations that may be collateralized by whole mortgage
loans, but are more typically collateralized by portfolios of mortgage-backed
securities guaranteed by GNMA,
FHLMC, or FNMA, and divided into classes. CMOs are structured into multiple
classes, often referred to as “tranches,”
with each class bearing a different stated maturity and entitled to a different
schedule for payments of principal
and interest, including pre-payments. Payments of principal on the underlying
securities, including prepayments,
are first “passed through” to investors holding the class of securities with the
shortest maturity; investors
holding classes of securities with longer maturities receive payments on their
securities only after the more senior
classes have been retired. A longer duration or greater sensitivity to interest
rate fluctuations generally increases
the risk level of a CMO. CMOs may be less liquid and may exhibit greater price
volatility than other types of mortgage-backed
securities. Examples of CMOs include commercial mortgage-backed securities and
adjustable-rate
mortgage securities.
Commercial
Mortgage-Backed Securities (“CMBS”).
CMBS are securities that reflect an interest in, and are secured by,
mortgage loans on commercial real property, such as loans for hotels,
restaurants, shopping centers, office buildings,
and apartment buildings. Interest and principal payments from the underlying
loans are passed through to CMBS
holders according to a schedule of payments. Because the underlying commercial
mortgage loans tend to be structured
with prepayment penalties, CMBS generally carry less prepayment risk than
securities backed by residential
mortgage loans.
Investing
in CMBS expose a Fund to the risks of investing in the commercial real estate
securing the underlying mortgage
loans. These risks include the effects of local and other economic conditions on
real estate markets, the ability
of tenants to make loan payments and the ability of a commercial property to
attract and retain tenants. The value
of CMBS may change because of: i) actual or perceived changes in the
creditworthiness of the borrowers or their
tenants; ii) deterioration in the general state of commercial real estate or in
the types of properties backing the CMBS;
or iii) overall economic conditions. Credit quality of the CMBS depends
primarily on the quality of the loans themselves
and on the structure of the particular deal. While CMBS are sold both in public
transactions registered with
the SEC and in private placement transactions, CMBS may be less liquid and
exhibit greater price volatility than other
types of mortgage-backed or asset-backed securities.
Stripped Securities
The
following Funds are limited to investing up to 10% of their total assets in
stripped mortgage-backed securities: Government
Securities Fund, Short-Term Bond Plus Fund, Short-Term High Income Fund, and
Ultra Short-Term Income
Fund. Short Duration Government Bond Fund is limited to investing up to 10% of
its total assets in stripped treasury
and stripped mortgage-backed securities, including zero coupon bonds. Securities
issued by the U.S. Treasury
and certain securities issued by government authorities and government-sponsored
enterprises are eligible to
be stripped into interest components and principal components. Stripped
securities are purchased by the Funds at
a discount to their face value. These securities generally are structured to
make a lump-sum payment at maturity and
do not make periodic payments of principal or interest. Hence, the duration of
these securities tends to be longer
and they are therefore more sensitive to interest-rate fluctuations than similar
securities that offer periodic payments
over time. SMBS are often structured with two classes that receive different
proportions of the interest and
principal distributions on a pool of mortgage assets. SMBS that are structured
to receive interest only are
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extremely
sensitive to changes in the prevailing interest rates as well as the rate of
principal payments (including prepayments)
on the related underlying mortgage assets, and are therefore much more volatile
than SMBS that receive
principal only.
Stripped
securities may also include participations in trusts that hold U.S. Treasury
securities where the trust participations
evidence ownership in either the future interest payments or the future
principal payments on the obligations.
These participations are normally issued at a discount to their “face value,”
and can exhibit greater price volatility
than ordinary debt securities.
Municipal Bonds.
Municipal bonds are debt obligations of a governmental entity issued to obtain
funds for various public
purposes that obligate the municipality to pay the holder a specified sum of
money at specified intervals and to
repay the principal amount of the loan at maturity. The two principal
classifications of municipal bonds are “general
obligation” and “revenue” bonds. General obligation bonds are typically, but not
always, supported by the municipality’s
general taxing authority, while revenue bonds are supported by the revenues from
one or more particular
project, facility, class of facilities, or activity. The revenue bond
classification encompasses industrial revenue
bonds (“IRBs”) (formerly known as industrial development bonds). IRBs are
organized by a government entity
but the proceeds are directed to a private, for-profit business. IRBs are backed
by the credit and security of the
private, for-profit business. IRBs are typically used to support a specific
project, such as to build or acquire factories
or other heavy equipment and tools. With an IRB, the sponsoring government
entity holds title to the underlying
collateral until the bonds are paid in full. In certain circumstances, this may
provide a federal tax exempt status
to the bonds, and many times a property tax exemption on the collateral. With an
IRB, the sponsoring government
entity is not responsible for bond repayment and the bonds do not affect the
government’s credit rating.
Under the Internal Revenue Code, certain revenue bonds are considered “private
activity bonds” and interest paid
on such bonds is treated as an item of tax preference for purposes of
calculating federal alternative minimum tax
liability.
Certain
of the municipal obligations held by the Funds may be insured as to the timely
payment of principal and interest.
The insurance policies usually are obtained by the issuer of the municipal
obligation at the time of its original
issuance. In the event that the issuer defaults on interest or principal
payment, the insurer will be notified and
will be required to make payment to the bondholders. Although the insurance
feature is designed to reduce certain
financial risks, the premiums for insurance and the higher market price
sometimes paid for insured obligations
may reduce the Funds’ current yield. To the extent that securities held by the
Funds are insured as to principal
and interest payments by insurers whose claims-paying ability rating is
downgraded by a nationally recognized
statistical ratings organization (e.g., Moody’s, S&P, or Fitch), the value
of such securities may be affected. There
is, however, no guarantee that the insurer will meet its obligations. Moreover,
the insurance does not guarantee
the market value of the insured obligation or the net asset value of the Funds’
shares. In addition, such insurance
does not protect against market fluctuations caused by changes in interest rates
and other factors. The Funds
also may purchase municipal obligations that are additionally secured by bank
credit agreements or escrow accounts.
The credit quality of companies which provide such credit enhancements will
affect the value of those securities.
The
risks associated with municipal bonds vary. Local and national market
forces—such as declines in real estate prices
and general business activity—may result in decreasing tax bases, fluctuations
in interest rates, and increasing
construction costs, all of which could reduce the ability of certain issuers of
municipal bonds to repay their
obligations. Certain issuers of municipal bonds have also been unable to obtain
additional financing through, or must
pay higher interest rates on, new issues, which may reduce revenues available
for issuers of municipal bonds to pay
existing obligations.
Because
of the large number of different issuers of municipal bonds, the variance in
size of bonds issued, and the range
of maturities within the issues, most municipal bonds do not trade on a daily
basis, and many trade only rarely. Because
of this, the spread between the bid and offer may be wider, and the time needed
to purchase or sell a particular
bond may be longer than for other securities.
Municipal
securities are typically issued together with an opinion of bond counsel to the
issuer that the interest paid on
those securities will be excludable from gross income for federal income tax
purposes. Such opinion may have been
issued as of a date prior to the date that a Fund acquired the municipal
security. Subsequent to a Fund’s
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acquisition
of such a municipal security, however, the security may be determined to pay, or
to have paid, taxable income.
As a result, the treatment of dividends previously paid or to be paid by a Fund
as “exempt-interest dividends”
could be adversely affected, subjecting the Fund’s shareholders to increased
federal income tax liabilities.
Under highly unusual circumstances, the Internal Revenue Service may determine
that a municipal bond issued
as tax-exempt should in fact be taxable. If any Fund held such a bond, it might
have to distribute taxable income,
or reclassify as taxable, ordinary income that was previously distributed as
exempt-interest dividends.
Changes
or proposed changes in state or federal tax laws could impact the value of
municipal debt securities that a Fund
may purchase. Also, the failure or possible failure of such debt issuances to
qualify for tax-exempt treatment may
cause the prices of such municipal securities to decline, possibly adversely
affecting the value of a Fund’s portfolio.
Such a failure could also result in additional taxable income to a Fund and/or
shareholders.
Municipal
Leases.
Municipal leases are obligations in privately arranged loans to state or local
government borrowers and
may take the form of a lease, installment purchase or conditional sales contract
(which typically provide for the title
to the leased asset to pass to the governmental issuer). They are issued by
state and local governments and authorities
to acquire land, equipment, and facilities. An investor may purchase these
obligations directly, or it may purchase
participation interests in such obligations. Interest income from such
obligations is generally exempt from local
and state taxes in the state of issuance. “Participations” in such leases are
undivided interests in a portion of the
total obligation. Participations entitle their holders to receive a pro rata
share of all payments under the lease. Municipal
leases and participations therein frequently involve special risks.
Municipal
leases may be subject to greater risks than general obligation or revenue bonds.
In most cases, municipal leases
are not backed by the taxing authority of the issuers and may have limited
marketability. Certain municipal lease
obligations contain “non-appropriation” clauses, which provide that the
municipality has no obligation to make lease
or installment purchase payments in future years unless money is appropriated
for such purpose in the relevant
years. Investments in municipal leases are thus subject to the risk that the
legislative body will not make the necessary
appropriation and the issuer fails to meet its obligation. Municipal leases may
also be subject to “abatement
risk.” The leases underlying certain municipal lease obligations may state that
lease payments are subject
to partial or full abatement. That abatement might occur, for example, if
material damage to or destruction of
the leased property interferes with the lessee’s use of the property. However,
in some cases that risk might be reduced
by insurance covering the leased property, or by the use of credit enhancements
such as letters of credit to back
lease payments, or perhaps by the lessee’s maintenance of reserve monies for
lease payments. While the obligation
might be secured by the lease, it might be difficult to dispose of that property
in case of a default.
Municipal
Market Data Rate Locks.
A municipal market data rate lock (“MMD Rate Lock”) permits an issuer that
anticipates
issuing municipal bonds in the future to, in effect, lock in a specified
interest rate. A MMD Rate Lock also permits
an investor (e.g., a Fund) to lock in a specified rate for a portion of its
portfolio in order to: i) preserve returns on
a particular investment or a portion of its portfolio; ii) manage duration;
and/or iii) protect against increases in the prices
of securities to be purchased at a later date. By using an MMD Rate Lock, a Fund
can create a synthetic long or
short position, allowing the Fund to select what the sub-adviser believes is an
attractive part of the yield curve. A Fund
will ordinarily use these transactions as a hedge or for duration or risk
management, but may enter into them to enhance
income or gains, or to increase yield, for example, during periods of steep
interest rate yield curves (i.e., wide
differences between short term and long term interest rates).
A
MMD Rate Lock is a contract between the investor and the MMD Rate Lock provider
pursuant to which the parties agree
to make payments to each other on a notional amount, contingent upon whether the
Municipal Market Data AAA
General Obligation Scale is above or below a specified level on the expiration
date of the contract. For example, if
a Fund buys an MMD Rate Lock and the Municipal Market Data AAA General
Obligation Scale is below the specified level
on the expiration date, the counterparty to the contract will make a payment to
the Fund equal to the specified level
minus the actual level, multiplied by the notional amount of the contract. If
the Municipal Market Data AAA General
Obligation Scale is above the specified level on the expiration date, the Fund
will make a payment to the counterparty
equal to the actual level minus the specified level, multiplied by the notional
amount of the contract. In connection
with investments in MMD Rate Locks, there is a risk that municipal yields will
move in the opposite direction
than anticipated by a Fund, which would cause the Fund to make payments to its
counterparty in the transaction
that could adversely affect the Fund’s performance.
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Stand-by
Commitments.
A Fund may purchase municipal securities together with the right to resell the
underlying municipal
securities to the seller or a third party (typically an institution such as a
bank or broker-dealer that is believed
to continually satisfy credit quality requirements) at an agreed-upon price or
yield within specified periods prior
to their maturity dates. Such a right to resell is commonly known as a stand-by
commitment, and the aggregate price
that a Fund pays for securities with a stand-by commitment may be higher than
the price that otherwise would be
paid. The primary purpose of this practice is to permit a Fund to be as fully
invested as practicable in municipal securities
while preserving the necessary flexibility and liquidity to meet unanticipated
redemptions. In this regard, a Fund
acquires stand-by commitments solely to facilitate portfolio liquidity and does
not exercise its rights thereunder
for trading purposes.
When
a Fund pays directly or indirectly for a stand-by commitment, its cost is
reflected as unrealized depreciation for
the period during which the commitment is held. Stand-by commitments do not
affect the average weighted maturity
of a Fund’s portfolio of securities.
The
principal risk of stand-by commitments is that the writer of a commitment may
default on its obligation to repurchase
the securities when a Fund exercises its stand-by commitment. Stand-by
commitments are not separately
marketable and there may be differences between the maturity of the underlying
security and the maturity
of the commitment.
Taxable
Municipal Obligations.
Certain municipal obligations may be subject to federal income tax for a variety
of reasons.
Taxable municipal obligations are typically issued by municipalities or their
agencies for purposes which do not
qualify for federal tax exemption, but do qualify for state and local tax
exemptions. For example, a taxable municipal
obligation would not qualify for the federal income exemption where (a) the
governmental entity did not receive
necessary authorization for tax-exempt treatment from state or local government
authorities, (b) the governmental
entity exceeds certain regulatory limitations on the cost of issuance for
tax-exempt financing, or (c) the
governmental entity finances public or private activities that do not qualify
for the federal income tax exemption. These
non-qualifying activities might include, for example, certain types of
multi-family housing, certain professional and
local sports facilities, refinancing of certain municipal debt, and borrowing to
replenish a municipality’s underfunded
pension plan. Generally, payments on taxable municipal obligations depend on the
revenues generated
by the projects, excise taxes or state appropriations, or whether the debt
obligations can be backed by the
government’s taxing power. Due to federal taxation, taxable municipal
obligations typically offer yields more comparable
to other taxable sectors such as corporate bonds or agency bonds than to other
municipal obligations.
U.S.
Territories, Commonwealths and Possessions Obligations.
A Fund may invest in municipal securities issued by certain
territories, commonwealths and possessions of the United States, including but
not limited to, Puerto Rico, Guam,
and the U.S. Virgin Islands, that pay interest that is exempt from federal
income tax and state personal income
tax. The value of these securities may be highly sensitive to events affecting
the fiscal stability of the issuers. These
issuers may face significant financial difficulties for various reasons,
including as the result of events that cannot
be reasonably anticipated or controlled, such as social conflict or unrest,
labor disruption and natural disasters.
In particular, economic, legislative, regulatory or political developments
affecting the ability of the issuers to
pay interest or repay principal may significantly affect the value of a Fund’s
investments. These developments can include
or arise from, for example, insolvency of an issuer, uncertainties related to
the tax status of the securities, tax base
erosion, state or federal constitutional limits on tax increases or other
actions, budget deficits and other financial
difficulties, or changes in the credit ratings assigned to the issuers. The
value of a Fund’s shares will be negatively
impacted to the extent it invests in such securities. Further, there may be a
limited market for certain of these
municipal securities, and the Fund could face illiquidity risks.
Municipal
securities issued by Puerto Rico and its agencies and instrumentalities have
been subject to multiple credit
downgrades as a result of Puerto Rico’s ongoing fiscal challenges and
uncertainty about its ability to make full repayment
on these obligations. The majority of Puerto Rico’s debt is issued by the major
public agencies that are responsible
for many of the island’s public functions, such as water, wastewater, highways,
electricity, education and public
construction. Certain risks specific to Puerto Rico concern state taxes,
e-commerce spending, and underfunded
pension liabilities. Any debt restructuring could reduce the principal amount
due, the interest rate, the maturity
and other terms of Puerto Rico municipal securities, which could adversely
affect the value of such securities.
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Municipal
Notes.
Municipal notes generally are used to provide short-term operating or capital
needs and typically have
maturities of one year or less. Notes sold as interim financing in anticipation
of collection of taxes, a bond sale or
receipt of other revenues are usually general obligations of the issuer. The
values of outstanding municipal securities
will vary as a result of changing market evaluations of the ability of their
issuers to meet the interest and principal
payments (i.e., credit risk). Such values also will change in response to
changes in the interest rates payable on
new issues of municipal securities (i.e., market risk). The category includes,
but is not limited to, tax anticipation notes,
bond anticipation notes, revenue anticipation notes, revenue anticipation
warrants, and tax and revenue anticipation
notes.
U.S. Government
Obligations.
U.S. Government obligations include direct obligations of the U.S. Treasury,
including Treasury
bills, notes and bonds, the principal and interest payments of which are backed
by the full faith and credit of
the U.S. This category also includes other securities issued by U.S. Government
agencies or U.S. Government sponsored
entities, such as the Government National Mortgage Association (“GNMA”), Federal
National Mortgage Association
(“FNMA”) and Federal Home Loan Mortgage Corporation (“FHLMC”). U.S. Government
Obligations issued by
U.S. Government agencies or government-sponsored entities may not be backed by
the full faith and credit of the U.S.
Government. U.S. Government obligations may be adversely affected by a default
by, or decline in the credit quality,
of the U.S. government.
GNMA,
a wholly owned U.S. Government corporation, is authorized to guarantee, with the
full faith and credit of the U.S.
Government, the timely payment of principal and interest on securities issued by
institutions approved by GNMA
and backed by pools of mortgages insured by the Federal Housing Administration
or the Department of Veterans
Affairs. Securities issued by FNMA and FHLMC are not backed by the full faith
and credit of the U.S. Government.
Pass-through securities issued by FNMA are guaranteed as to timely payment of
principal and interest by
FNMA but are not backed by the full faith and credit of the U.S. Government.
FHLMC guarantees the timely payment
of interest and ultimate collection or scheduled payment of principal, but its
guarantees are not backed by the
full faith and credit of the U.S. Government.
While
U.S. Treasury obligations are backed by the “full faith and credit” of the U.S.
Government, such securities are nonetheless
subject to risk. U.S. Government obligations are subject to low but varying
degrees of credit risk, and are
still subject to interest rate and market risk. From time to time, uncertainty
regarding congressional action to increase
the statutory debt ceiling could: i) increase the risk that the U.S. Government
may default on payments on certain
U.S. Government securities; ii) cause the credit rating of the U.S. Government
to be downgraded or increase volatility
in both stock and bond markets; iii) result in higher interest rates; iv) reduce
prices of U.S. Treasury securities;
and/or v) increase the costs of certain kinds of debt. U.S. Government
obligations may be adversely affected
by a default by, or decline in the credit quality of, the U.S. Government. In
the past, U.S. sovereign credit has experienced
downgrades, and there can be no guarantee that it will not be downgraded in the
future. Further, if a U.S.
Government-sponsored entity is negatively impacted by legislative or regulatory
action, is unable to meet its obligations,
or its creditworthiness declines, the performance of a Fund that holds
securities of the entity will be adversely
impacted.
Under
the direction of the Federal Housing Finance Agency (“FHFA”), FNMA and FHLMC
have entered into a joint initiative
to develop a common securitization platform for the issuance of a uniform
mortgage-backed security (the “Single
Security Initiative”) that aligns the characteristics of FNMA and FHLMC
certificates. The Single Security Initiative
was implemented in June 2019, and the effects it may have on the market for
mortgage-backed securities are
uncertain.
Variable Amount Master Demand
Notes.
Variable amount master demand notes are obligations that permit the investment
of fluctuating amounts at varying market rates of interest pursuant to
arrangements between the issuer and
the Funds whereby both parties have the right to vary the amount of the
outstanding indebtedness on the notes.
Because
these obligations are direct lending arrangements between the lender and
borrower, it is not contemplated that
such instruments generally will be traded, and there generally is no established
secondary market for these obligations,
although they are redeemable at face value. For variable amount master demand
notes that are not secured
by letters of credit or other credit support arrangements, a Fund’s right to
recover is dependent on the ability
of the borrower to pay principal and interest on schedule or on demand. Variable
amount master demand notes
that are secured by collateral are subject to the risk that the collateral
securing the notes will decline in value
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31 |
or
have no value. A decline in value of the collateral, whether as a result of
market value declines, bankruptcy proceedings
or otherwise, could cause the note to be undercollateralized. Variable amount
master demand notes are
typically not rated by credit rating agencies, and a Fund may invest in notes
that are not rated only if the sub-adviser
determines, at the time of investment, the obligations are of comparable credit
quality to the other obligations
in which the Fund may invest.
Zero-Coupon, Step-Up Coupon, and Pay-in-Kind
Securities.
Zero-coupon, step-up coupon, and pay-in-kind securities are
types of debt securities that do not make regular cash interest payments.
Asset-backed securities, convertible securities,
corporate debt securities, foreign securities, high-yield securities,
mortgage-backed securities, municipal securities,
participation interests, stripped securities, U.S. Government and related
obligations and other types of debt
instruments may be structured as zero-coupon, step-up coupon, and pay-in-kind
securities.
Instead
of making periodic interest payments, zero-coupon securities are sold at
discounts from face value. The interest
earned by the investor from holding this security to maturity is the difference
between the maturity value and
the purchase price. Step-up coupon bonds are debt securities that do not pay
interest for a specified period of time
and then, after the initial period, pay interest at a series of different rates.
Pay-in-kind securities normally give the
issuer an option to pay cash at a coupon payment date or to give the holder of
the security a similar security with the
same coupon rate and a face value equal to the amount of the coupon payment that
would have been made. To the
extent these securities do not pay current cash income, the market prices of
these securities would generally be more
volatile and likely to respond to a greater degree to changes in interest rates
than the market prices of securities
that pay cash interest periodically having similar maturities and credit
qualities.
EQUITY
SECURITIES
Equity
securities represent an ownership interest, or the right to acquire an ownership
interest, in an issuer. Different types
of equity securities provide different voting and dividend rights and priority
in the event of the bankruptcy and/or
insolvency of the issuer. Equity securities include common stocks and certain
preferred stocks, certain types of
convertible securities and warrants (see “Other Securities Section below”).
Equity securities other than common stock
are subject to many of the same risks as common stock, although possibly to
different degrees. The risks of equity
securities are generally magnified in the case of equity investments in
distressed companies.
Equity
securities fluctuate in value and the prices of equity securities tend to move
by industry, market or sector. When
market conditions favorably affect, or are expected to favorably affect, an
industry, the share prices of the equity
securities of companies in that industry tend to rise. Conversely, negative news
or a poor outlook for a particular
industry can cause the share prices of such securities of companies in that
industry to decline. Investing in equity
securities poses risks specific to an issuer, as well as to the particular type
of company issuing the equity securities.
For example, investing in the equity securities of small- or mid-capitalization
companies can involve greater
risk than is customarily associated with investing in stocks of larger,
more-established companies. Small- or mid-capitalization
companies often have limited product lines, limited operating histories, limited
markets or financial
resources, may be dependent on one or a few key persons for management, and can
be more susceptible to
financial losses. Also, their securities may be thinly traded (and therefore may
have to be sold at a discount from current
prices or sold in small lots over an extended period of time) and may be subject
to wider price swings, thus creating
a greater risk of loss than securities of larger capitalization
companies.
Common Stock.
Common stock represents a unit of equity ownership of a corporation. Owners
typically are entitled to
vote on the election of directors and other important corporate governance
matters, and to receive dividend payments,
if any, on their holdings. However, ownership of common stock does not entitle
owners to participate in the
day-to-day operations of the corporation. Common stocks of domestic and foreign
public corporations can be listed,
and their shares traded, on domestic stock exchanges, such as the NYSE or the
NASDAQ Stock Market. Domestic
and foreign corporations also may have their shares traded on foreign exchanges,
such as the London Stock
Exchange or Tokyo Stock Exchange. Common stock may be privately placed or
publicly offered.
The
price of common stock is generally affected by corporate earnings, anticipated
dividend payments, types of products
or services offered, projected growth rates, experience of management,
liquidity, and general market conditions.
In the event that a corporation declares bankruptcy or is liquidated, the claims
of secured and unsecured creditors
and owners of bonds and preferred stock take precedence over the claims of those
who own common stock.
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The
value of common stock may fall due to changes in general economic conditions
that impact the market as a whole,
as well as factors that directly relate to a specific company or its industry.
Such general economic conditions include
changes in interest rates, periods of market turbulence or instability, or
general and prolonged periods of economic
decline and cyclical change. It is possible that a drop in the stock market may
depress the price of most or all
of the common stocks in a Fund’s portfolio. Common stock is also subject to the
risk that investor sentiment toward
particular industries will become negative. The value of a company’s common
stock may fall because of various
factors, including an increase in production costs that negatively impact other
companies in the same region,
industry or sector of the market. The value of common stock also may decline
significantly over a short period
of time due to factors specific to a company, including decisions made by
management or lower demand for the
company’s products or services.
Preferred Stock.
Preferred stock represents an equity interest in a company that generally
entitles the holder to receive,
in preference to the holders of other stocks, such as common stocks, dividends
and a fixed share of the proceeds
resulting from a liquidation of the company. Some preferred stock also entitles
holders to receive additional
liquidation proceeds on the same basis as holders of a company’s common stock
and, thus, also represent an
ownership interest in that company. Distributions on preferred stock generally
are taxable as dividend income, rather
than interest payments, for federal income tax purposes.
Preferred
stock generally has no maturity date, so its market value is dependent on the
issuer’s business prospects for
an indefinite period of time. Preferred stock may pay fixed or adjustable rates
of return. Preferred stock is subject to
issuer-specific and market risks generally applicable to equity securities. A
company generally pays dividends on its
preferred stock only after making required payments to holders of its bonds and
other debt. For this reason, the value
of preferred stock will usually react more strongly than bonds and other debt to
actual or perceived changes in the
company’s financial condition or prospects. Preferred stock of smaller companies
may be more vulnerable to adverse
developments than preferred stock of larger companies. In addition, preferred
stock is subordinated to all debt
obligations in the event of insolvency, and an issuer’s failure to make a
dividend payment is generally not an event
of default entitling the preferred shareholders to take action.
Auction
preferred stock (“APS”) is a type of adjustable-rate preferred stock with a
dividend determined periodically in a
Dutch auction process by institutional bidders. An APS is distinguished from
standard preferred stock because its dividends
change more frequently. Shares typically are bought and sold at face values
generally ranging from $100,000
to $500,000 per share. Holders of APS may not be able to sell their shares if an
auction fails, such as when there
are more shares of APS for sale at an auction than there are purchase
bids.
Trust-preferred
securities, also known as trust-issued securities, are securities that have
characteristics of both debt and
equity instruments and are typically treated by the Funds as debt investments.
Generally, trust-preferred securities
are cumulative preferred stocks issued by a trust that is created by a financial
institution, such as a bank holding
company. The financial institution typically creates the trust with the
objective of increasing its capital by issuing
subordinated debt to the trust in return for cash proceeds that are reflected on
the financial institution’s balance
sheet.
The
primary asset owned by a trust is the subordinated debt issued to the trust by
the financial institution. The financial
institution makes periodic interest payments on the debt as discussed further
below. The financial institution
will own the trust’s common securities, which typically represents a small
percentage of the trust’s capital structure.
The remainder of the trust’s capital structure typically consists of
trust-preferred securities which are sold to
investors. The trust uses the proceeds from selling the trust-preferred
securities to purchase the subordinated debt
issued by the financial institution.
The
trust uses the interest received from the financial institution on its
subordinated debt to make dividend payments
to the holders of the trust-preferred securities. The dividends are generally
paid on a quarterly basis and are
often higher than other dividends potentially available on the financial
institution’s common stocks. The interests of
the holders of the trust-preferred securities are senior to those of the
financial institution’s common stockholders in
the event that the financial institution is liquidated, although their interests
are typically subordinated to those of other
holders of other debt issued by the institution.
In
certain instances, the structure involves more than one financial institution
and thus, more than one trust. In such a
pooled offering, an additional separate trust may be created. This trust will
issue securities to investors and use the
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proceeds
to purchase the trust-preferred securities issued by trust-preferred trust
subsidiaries of the participating financial
institutions. In such a structure, the trust-preferred securities held by the
investors are backed by other trust-preferred
securities issued by the trust subsidiaries.
If
a financial institution is financially unsound and defaults on interest payments
to the trust, the trust will not be able to
make dividend payments to holders of the trust-preferred securities (e.g., a
Fund), as the trust typically has no business
operations other than holding the subordinated debt issued by the financial
institution(s) and issuing the trust-preferred
securities and common stock backed by the subordinated debt.
Real Estate/REIT
Securities.
Common, preferred and convertible securities of issuers in real estate-related
industries, real
estate-linked derivatives and real estate investment trusts (“REITs”) provide
exposure to the real estate sector. Each
of these types of investments is subject to risks similar to those associated
with direct ownership of real estate, including
loss to casualty or condemnation, increases in property taxes and operating
expenses, zoning law amendments,
changes in interest rates, overbuilding and increased competition, variations in
market value, and possible
environmental liabilities.
REITs
are pooled investment vehicles that own, and typically operate, income-producing
real estate. If a REIT meets certain
requirements, including distributing to shareholders substantially all of its
taxable income (other than net capital
gains), then it is not generally taxed on the income distributed to
shareholders. REITs are subject to management
fees and other expenses, and so the Funds that invest in REITs will bear their
proportionate share of the costs
of the REITs’ operations, which are not shown as acquired fund fees and expenses
in a Fund’s fee table.
There
are three general categories of REITs: Equity REITs, Mortgage REITs and Hybrid
REITs. Equity REITs invest primarily
in direct fee ownership or leasehold ownership of real property; they derive
most of their income from rents.
Mortgage REITs invest mostly in mortgages on real estate, which may secure
construction, development or long-term
loans, and the main source of their income is mortgage interest payments. Hybrid
REITs hold both ownership
and mortgage interests in real estate.
Along
with the risks common to different types of real estate-related securities,
REITs, no matter the type, involve additional
risk factors. These include poor performance by the REIT’s manager, changes to
the tax laws, and failure by
the REIT to qualify for tax-free distribution of income or exemption under the
1940 Act. Furthermore, REITs are not typically
diversified and are heavily dependent on cash flows from property owners and/or
tenants.
A
Fund or some of the REITs in which a Fund may invest may be permitted to hold
senior or residual interests in real estate
mortgage investment conduits (“REMICs”) or debt or equity interests in taxable
mortgage pools. A Fund may also
hold interests in “Re-REMICs”, which are interests in securitizations formed by
the contribution of asset backed or
other similar securities into a trust which then issues securities in various
tranches. The Funds may participate in the
creation of a Re-REMIC by contributing assets to the issuing trust and receiving
junior and/or senior securities in return.
An interest in a Re-REMIC security may be riskier than the securities originally
held by and contributed to the issuing
trust, and the holders of the Re-REMIC securities will bear the costs associated
with the securitization.
Special Purpose Acquisition
Companies.
A Fund may invest in stock, warrants, and other securities of special
purpose
acquisition companies (SPACs) or similar special purpose entities that pool
funds to seek potential acquisition
or merger opportunities. A SPAC is typically a publicly traded company that
raises funds through an initial
public offering (IPO) for the purpose of acquiring or merging with an
unaffiliated company to be identified subsequent
to the SPAC’s IPO. SPACs are often used as a vehicle to transition a company
from private to publicly traded.
The securities of a SPAC are often issued in “units” that include one share of
common stock and one right or warrant
(or partial right or warrant) conveying the right to purchase additional shares
or partial shares. Unless and until
a transaction is completed, a SPAC generally invests its assets (less a portion
retained to cover expenses) in U.S. Government
securities, money market fund securities and cash. To the extent the SPAC is
invested in cash or similar securities,
this may impact a Fund’s ability to meet its investment objective. If an
acquisition or merger that meets the
requirements for the SPAC is not completed within a pre-established period of
time, the invested funds are returned
to the SPAC’s shareholders, less certain permitted expenses, and any rights or
warrants issued by the SPAC will
expire worthless. Because SPACs and similar entities have no operating history
or ongoing business other than seeking
acquisitions, the value of their securities is particularly dependent on the
ability of the entity’s management to
identify and complete a suitable transaction. Some SPACs may pursue acquisitions
or mergers only within certain industries
or regions, which may further increase the volatility of their securities’
prices. In addition to purchasing
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publicly
traded SPAC securities, a Fund may invest in SPACs through additional financings
via securities offerings that
are exempt from registration under the federal securities laws (restricted
securities) and private investment in public
equity transactions (PIPEs). No public market will exist for these restricted
securities unless and until they are registered
for resale with the SEC, and such securities may be considered illiquid and/or
be subject to restrictions on resale.
It may also be difficult to value restricted securities issued by
SPACs.
An
investment in a SPAC is subject to a variety of risks, including that: a
significant portion of the funds raised by the SPAC
for the purpose of identifying and effecting an acquisition or merger may be
expended during the search for a target
transaction; an attractive acquisition or merger target may not be identified
and the SPAC will be required to return
any remaining invested funds to shareholders; attractive acquisition or merger
targets may become scarce if the
number of SPACs seeking to acquire operating businesses increases; any proposed
merger or acquisition may be
unable to obtain the requisite approval, if any, of SPAC shareholders and/or
antitrust and securities regulators; an acquisition
or merger once effected may prove unsuccessful and an investment in the SPAC may
lose value; the warrants
or other rights with respect to the SPAC held by the Fund may expire worthless
or may be repurchased or retired
by the SPAC at an unfavorable price; the Fund may be delayed in receiving any
redemption or liquidation proceeds
from a SPAC to which it is entitled; an investment in a SPAC may be diluted by
subsequent public or private
offerings of securities in the SPAC or by other investors exercising existing
rights to purchase securities of the
SPAC; SPAC sponsors generally purchase interests in the SPAC at more favorable
terms than investors in the IPO or
subsequent investors on the open market; no or only a thinly traded market for
shares of or interests in a SPAC may
develop, leaving the Fund unable to sell its interest in a SPAC or to sell its
interest only at a price below what the Fund
believes is the SPAC security’s value; and the values of investments in SPACs
may be highly volatile and may depreciate
significantly over time.
FOREIGN
SECURITIES
Unless
otherwise stated in a Fund’s prospectus, the decision on whether stocks and
other securities or investments are
deemed to be “foreign” is based primarily on the issuer’s place of
organization/incorporation, but the Fund may also
consider the issuer’s domicile, principal place of business, primary stock
exchange listing, sources of revenue or other
factors, such as, in the case of asset-backed or other collateralized
securities, the countries in which the collateral
backing the securities is located. Foreign equity securities include common
stocks and certain preferred stocks,
certain types of convertible securities and warrants (see “Equity Securities”
above and “Other Securities Section”
below). Foreign debt securities may be structured as fixed-, variable- or
floating-rate obligations or as zero-coupon,
pay-in-kind and step-coupon securities and may be privately placed or publicly
offered (see “Debt Securities”
above).
Foreign
securities may include securities of issuers in emerging and frontier market
countries, which carry heightened
risks relative to investments in more developed foreign markets. Unless
otherwise stated in a Fund’s prospectus,
countries are generally characterized by a Fund’s sub-adviser as “emerging
market countries” by reference
to a broad market index, by reference to the World Bank’s per capita income
brackets or based on the sub-adviser’s
qualitative judgments about a country’s level of economic and institutional
development, and include markets
commonly referred to as “frontier markets.” An emerging market is generally in
the earlier stages of its industrialization
cycle with a low per capita gross domestic product (“GDP”) and a low market
capitalization to GDP ratio
relative to those in the United States and the European Union. Frontier market
countries generally have smaller economies
and even less developed capital markets than typical emerging market countries
and, as a result, the risks
of investing in emerging market countries are magnified in frontier market
countries.
Investments
in or exposure to foreign securities involve certain risks not associated with
investments in or exposure to
securities of U.S. companies. For example, foreign markets can be extremely
volatile. Foreign securities may also be
less liquid than securities of U.S. companies so that a Fund may, at times, be
unable to sell foreign securities at desirable
times and/or prices. Brokerage commissions, custodial costs, currency conversion
costs and other fees are also
generally higher for foreign securities. A Fund may have limited or no legal
recourse in the event of default with respect
to certain foreign debt securities, including those issued by foreign
governments.
The
performance of a Fund may also be negatively affected by fluctuations in a
foreign currency’s strength or weakness
relative to the U.S. dollar, particularly to the extent the Fund invests a
significant percentage of its assets in foreign
securities or other assets denominated in non-U.S. currencies. Currency rates in
foreign countries may
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fluctuate
significantly over short or long periods of time for a number of reasons,
including changes in interest rates, imposition
of currency exchange controls and economic or political developments in the U.S.
or abroad. A Fund may also
incur currency conversion costs when converting foreign currencies into U.S.
dollars and vice versa.
It
may be difficult to obtain reliable information about the securities and
business operations of certain foreign issuers.
It may also be difficult to evaluate such information, as well as foreign
economic trends, due to foreign regulation
and accounting standards. Governments or trade groups may compel local agents to
hold securities in designated
depositories that are not subject to independent evaluation. Additionally,
investments in certain countries
may subject a Fund to tax rules, the application of which may be uncertain.
Countries may amend or revise their
existing tax laws, regulations and/or procedures in the future, possibly with
retroactive effect. Changes in or uncertainties
regarding the laws, regulations or procedures of a country could reduce the
after-tax profits of a Fund, directly
or indirectly, including by reducing the after-tax profits of companies located
in such countries in which the Fund
invests, or result in unexpected tax liabilities for the Fund.
Global
economies and financial markets have become increasingly interconnected, which
increases the possibility that
conditions in one country or region might adversely impact issuers in a
different country or region. Any attempt by
a Fund to hedge against or otherwise protect its portfolio, or to profit from
such circumstances, may fail and, accordingly,
an investment in a Fund could lose money over short or long periods. For
example, the economies of many
countries or regions in which a Fund may invest are highly dependent on trading
with certain key trading partners.
Reductions in spending on products and services by these key trading partners,
the institution of tariffs or other
trade barriers, or a slowdown in the economies of key trading partners may
adversely affect the performance of
securities in which a Fund may invest. The severity or duration of adverse
economic conditions may also be affected
by policy changes made by governments or quasi-governmental organizations. The
imposition of sanctions by
the United States or another government on a country could cause disruptions to
the country’s financial system and
economy, which could negatively impact the value of securities. To the extent a
Fund holds securities of an issuer
that becomes subject to sanctions, such securities may also become less liquid
and a Fund may be forced to sell
securities when it otherwise would not have done so. The risks posed by
sanctions may be heightened to the extent
a Fund invests significantly in the affected country or region or in issuers
from the affected country that depend
on global markets.
In
addition, foreign securities may be impacted by economic, political, social,
diplomatic or other conditions or events
(including, for example, military confrontations, war and terrorism), as well as
the seizure, expropriation or nationalization
of a company or its assets or the assets of a particular investor or category of
investors. A foreign government
may also restrict an issuer from paying principal and interest on its debt
obligations to investors outside the
country. It may also be difficult to use foreign laws and courts to force a
foreign issuer to make principal and interest
payments on its debt obligations.
Although
it is not uncommon for governments to enter into trade agreements that would,
among other things, reduce
barriers among countries, increase competition among companies and reduce
government subsidies, there are
no assurances that such agreements will achieve their intended economic
objectives. There is also a possibility that
such trade arrangements: i) will not be implemented; ii) will be implemented,
but not completed; iii) or will be completed,
but then partially or completely unwound. It is also possible that a significant
participant could choose to
abandon a trade agreement, which could diminish its credibility and influence.
Any of these occurrences could have
adverse effects on the markets of both participating and non-participating
countries, including appreciation or depreciation
of currencies, a significant increase in exchange rate volatility, a resurgence
in economic protectionism and
an undermining of confidence in markets. Such developments could have an adverse
impact on a Fund’s investments
in the debt of countries participating in such trade agreements.
Some
foreign countries prohibit or impose substantial restrictions on investments in
their capital markets, particularly
their equity markets, by foreign entities, like the Funds. For example, certain
countries may require governmental
approval prior to investments by foreign persons or limit the amount of
investment by foreign persons in
a particular company, or limit the investment by foreign persons to only a
specific class of securities of a company which
may have less advantageous terms (including price) than securities of the
company available for purchase by nationals.
Even in instances where there is no individual investment quota that applies,
trading may be subject to aggregate
and daily investment quota limitations that apply to foreign entities in the
aggregate. Such limitations may restrict
a Fund from investing on a timely basis, which could affect the Fund’s ability
to effectively pursue its
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investment
strategy. Investment quotas are also subject to change. In instances where
governmental approval is required,
there can be no assurance that a Fund will be able to obtain such approvals in a
timely manner. In addition, changes
to restrictions on foreign ownership of securities subsequent to a Fund’s
purchase of such securities may have
an adverse effect on the value of such shares.
Regulations
that govern the manner in which foreign investors may invest in companies in
certain countries can subject
a Fund to trading, clearance and settlement procedures that could pose risks to
the Fund. For example, a Fund
may be required in certain countries to invest initially through a local broker
or other entity, and then have the shares
purchased re-registered in the name of the Fund. Re-registration may, in some
instances, not be able to occur on
a timely basis, resulting in a delay during which the Fund may be denied certain
of its rights as an investor, including
rights as to dividends or to be made aware of certain corporate actions. In
certain other countries, shares may
be held only through a nominee structure whereby a local company holds purchased
shares as nominee on behalf
of foreign investors. The precise nature and rights of a Fund as the beneficial
owner of shares held through such
a nominee structure may not be well defined under local law, and as a result,
should such local company become
insolvent, there is a risk that such shares may not be regarded as held for the
beneficial ownership of the Fund,
but rather as part of the general assets of the local company available for
general distribution to its creditors.
Investments
in companies that use a special structure known as a variable interest entity
(“VIE”) may pose additional risks.
Chinese operating companies sometimes use such structures to raise capital from
non-Chinese investors. In a VIE
structure, a China-based operating company establishes an entity (typically
offshore) that enters into service and other
contracts with the Chinese company designed to provide economic exposure to the
company. The offshore entity
then issues exchange-traded shares that are sold to the public, including
non-Chinese investors. It is important to
note that shares of the offshore entity are not equity ownership interests in
the Chinese operating company and the
contractual arrangements put in place may not be as effective in providing
operational control as direct equity ownership.
Further, while the VIE structure is a longstanding industry practice that is
well known to Chinese officials and
regulators, it is not formally recognized under Chinese law. Risks associated
with such investments therefore include
the risk that the Chinese government could determine at any time and without
notice that the underlying contractual
arrangements on which control of the VIE is based violate Chinese law, which may
result in a significant loss
in the value of an investment in a listed company that uses a VIE structure;
that a breach of the contractual agreements
between the listed company and the China-based VIE (or its officers, directors,
or Chinese equity owners)
will likely be subject to Chinese law and jurisdiction, which raises questions
about whether and how the listed
company or its investors could seek recourse in the event of an adverse ruling
as to its contractual rights; and that
investments in the listed company may be affected by conflicts of interest and
duties between the legal owners of
the China-based VIE and the stockholders of the listed company, which may
adversely impact the value of investments
of the listed company.
The
Public Company Accounting Oversight Board (the “PCAOB”) is responsible for
inspecting and auditing the accounting
practices and products of U.S.-listed companies, regardless of the issuer’s
domicile. However, certain emerging
market countries, including China, do not provide sufficient access to the PCAOB
to conduct its inspections
and audits. As a result, U.S. investors, including the Funds, may be subject to
risks associated with less stringent
accounting oversight. Accordingly, information about the Chinese securities in
which a Fund invests may be
less reliable or complete, particularly with respect to securities of issuers
that are audited by accounting firms not subject
to PCAOB inspection. Under amendments to the Sarbanes-Oxley Act enacted in
December 2020, a Chinese company
with securities listed on a U.S. exchange (including those that use a VIE
structure or otherwise) may be de-listed
if the PCAOB is unable to inspect the accounting firm used by such
company.
A
Fund’s foreign debt securities are generally held outside of the United States
in the primary market for the securities
in the custody of certain eligible foreign banks and trust companies (“foreign
sub-custodians”), as permitted
under the 1940 Act. Settlement practices for foreign securities may differ from
those in the United States. Some
countries have limited governmental oversight and regulation of industry
practices, stock exchanges, depositories,
registrars, brokers and listed companies, which increases the risk of corruption
and fraud and the possibility
of losses to a Fund. In particular, under certain circumstances, foreign
securities may settle on a delayed delivery
basis, meaning that a Fund may be required to make payment for securities before
the Fund has actually received
delivery of the securities or deliver securities prior to the receipt of
payment. Typically, in these cases, the Fund
will receive evidence of ownership in accordance with the generally accepted
settlement practices in the local
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market
entitling the Fund to delivery or payment at a future date, but there is a risk
that the security will not be delivered
to the Fund or that payment will not be received, although the Fund and its
foreign sub-custodians take reasonable
precautions to mitigate this risk. Losses can also result from lost, stolen or
counterfeit securities; defaults by
brokers and banks; failures or defects of the settlement system; or poor and
improper recordkeeping by registrars and
issuers.
There
is a practice in certain foreign markets under which an issuer’s securities are
blocked from trading at the custodian
or sub-custodian level for a specified number of days before and, in certain
instances, after a shareholder meeting
where such shares are voted. This is referred to as “share blocking.” The
blocking period can last up to several
weeks. Share blocking may prevent a Fund from buying or selling securities
during this period, because during
the time shares are blocked, trades in such securities will not settle. It may
be difficult or impossible to lift blocking
restrictions, with the particular requirements varying widely by country. To
avoid these restrictions, a sub-adviser,
on behalf of a Fund, may abstain from voting proxies in markets that require
share blocking.
Foreign Debt
Securities.
Foreign debt securities may be structured as fixed-, variable- or floating-rate
obligations, or as
zero-coupon, pay-in-kind and step-coupon securities. They include fixed-income
securities of foreign issuers and securities
or contracts payable or denominated in non-U.S. currencies. Investments in, or
exposure to, foreign debt securities
involve certain risks not associated with securities of U.S. issuers. Unless
otherwise stated in a Fund’s prospectus,
the decision on whether a security is deemed to be “foreign” is based primarily
on the issuer’s place of organization/incorporation,
but the Fund may also consider the issuer’s domicile, principal place of
business, primary
stock exchange listing, sources of revenue or other factors.
Foreign
debt securities may include securities of issuers in emerging and frontier
market countries, which carry heightened
risks relative to investments in more developed foreign markets. Unless
otherwise stated in a Fund’s prospectus,
countries are generally characterized by a Fund’s sub-adviser as “emerging
market countries” by reference
to a broad market index, by reference to the World Bank’s per capita income
brackets or based on the sub-adviser’s
qualitative judgments about a country’s level of economic and institutional
development, and include markets
commonly referred to as “frontier markets.” An emerging market is generally in
the earlier stages of its industrialization
cycle with a low per capita GDP and a low market capitalization to GDP ratio
relative to those in the United
States and the European Union. Frontier market countries generally have smaller
economies and even less developed
capital markets than typical emerging market countries and, as a result, the
risks of investing in emerging market
countries are magnified in frontier market countries.
Investments
in or exposure to foreign debt securities involve certain risks not associated
with investments in or exposure
to securities of U.S. companies. For example, foreign markets can be extremely
volatile. Foreign debt securities
may also be less liquid than securities of U.S. issuers so that a Fund may, at
times, be unable to sell foreign debt
securities at desirable times and/or prices. Transaction fees, custodial costs,
currency conversion costs and other
fees are also generally higher for foreign debt securities. A Fund may have
limited or no legal recourse in the event
of default with respect to certain foreign debt securities, including those
issued by foreign governments. Foreign
debt securities carry many of the same risks as other types of foreign
securities. For more information, refer to
“Foreign Securities.”
During
periods of very low or negative interest rates, a Fund’s foreign debt
investments may be unable to generate or maintain
positive returns. Certain countries have recently experienced negative interest
rates on certain fixed-income
instruments. Very low or negative interest rates may magnify interest rate risk.
Changing interest rates, including
rates that fall below zero, may have unpredictable effects on markets, may
result in heightened market volatility,
and may detract from Fund performance to the extent a Fund is exposed to such
interest rates.
The
cost of servicing foreign debt will also generally be adversely affected by
rising international interest rates, because
many external debt obligations bear interest at rates which are adjusted based
upon international interest rates.
Furthermore, there is a risk of restructuring of certain foreign debt
obligations that could reduce and reschedule
interest and principal payments.
The
performance of a Fund may also be negatively affected by fluctuations in a
foreign currency’s strength or weakness
relative to the U.S. dollar, particularly to the extent the Fund invests a
significant percentage of its assets in foreign
debt securities denominated in non-U.S. currencies. Currency rates in foreign
countries may fluctuate significantly
over short or long periods of time for a number of reasons, including changes in
interest rates,
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imposition
of currency exchange controls and economic or political developments in the U.S.
or abroad. A Fund may also
incur currency conversion costs when converting foreign currencies into U.S.
dollars and vice versa.
It
may be difficult to obtain reliable information about the securities and
business operations of certain foreign issuers.
It may also be difficult to evaluate such information, as well as foreign
economic trends, due to foreign regulation
and accounting standards. Governments or trade groups may compel local agents to
hold securities in designated
depositories that are not subject to independent evaluation. Additionally,
investments in certain countries
may subject a Fund to tax rules, the application of which may be uncertain.
Countries may amend or revise their
existing tax laws, regulations and/or procedures in the future, possibly with
retroactive effect. Changes in or uncertainties
regarding the laws, regulations or procedures of a country could reduce the
after-tax profits of a Fund, directly
or indirectly, including by reducing the after-tax profits of companies located
in such countries in which the Fund
invests, or result in unexpected tax liabilities for the Fund.
Global
economies and financial markets have become increasingly interconnected, which
increases the possibility that
conditions in one country or region might adversely impact issuers in a
different country or region. Any attempt by
a Fund to hedge against or otherwise protect its portfolio, or to profit from
such circumstances, may fail and, accordingly,
an investment in a Fund could lose money over short or long periods. For
example, the economies of many
countries or regions in which a Fund may invest are highly dependent on trading
with certain key trading partners.
Reductions in spending on products and services by these key trading partners,
the institution of tariffs or other
trade barriers, or a slowdown in the economies of key trading partners may
adversely affect the performance of
securities in which a Fund may invest. The severity or duration of adverse
economic conditions may also be affected
by policy changes made by governments or quasi-governmental organizations. The
imposition of sanctions by
the United States or another government on a country could cause disruptions to
the country’s financial system and
economy, which could negatively impact the value of securities. The risks posed
by sanctions may be heightened
to the extent a Fund invests significantly in the affected country or region or
in issuers from the affected country
that depend on global markets.
In
addition, foreign debt securities may be impacted by economic, political,
social, diplomatic or other conditions or events
(including, for example, military confrontations, war and terrorism), as well as
the seizure, expropriation or nationalization
of a company or its assets or the assets of a particular investor or category of
investors. A foreign government
may also restrict an issuer from paying principal and interest on its debt
obligations to investors outside the
country. It may also be difficult to use foreign laws and courts to force a
foreign issuer to make principal and interest
payments on its debt obligations.
Further,
investments in certain countries may subject a Fund to tax rules, the
application of which may be uncertain. Countries
may amend or revise their existing tax laws, regulations and/or procedures in
the future, possibly with retroactive
effect. Changes in, or uncertainties regarding the laws, regulations or
procedures of a country could reduce
the after-tax profits of a Fund, directly or indirectly, including by reducing
the after-tax profits of companies located
in such countries in which the Fund invests, or result in unexpected tax
liabilities for the Fund.
Although
it is not uncommon for governments to enter into trade agreements that would,
among other things, reduce
barriers among countries, increase competition among companies and reduce
government subsidies, there are
no assurances that such agreements will achieve their intended economic
objectives. There is also a possibility that
such trade arrangements: i) will not be implemented; ii) will be implemented,
but not completed; iii) or will be completed,
but then partially or completely unwound. It is also possible that a significant
participant could choose to
abandon a trade agreement, which could diminish its credibility and influence.
Any of these occurrences could have
adverse effects on the markets of both participating and non-participating
countries, including appreciation or depreciation
of currencies, a significant increase in exchange rate volatility, a resurgence
in economic protectionism and
an undermining of confidence in markets. Such developments could have an adverse
impact on a Fund’s investments
in the debt of countries participating in such trade agreements.
A
Fund’s foreign debt securities are generally held outside of the United States
in the primary market for the securities
in the custody of certain eligible foreign banks and trust companies (“foreign
sub-custodians”), as permitted
under the 1940 Act. Settlement practices for foreign securities may differ from
those in the United States. Some
countries have limited governmental oversight and regulation of industry
practices, stock exchanges, depositories,
registrars, brokers and listed companies, which increases the risk of corruption
and fraud and the
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possibility
of losses to a Fund. In particular, under certain circumstances, foreign
securities may settle on a delayed delivery
basis, meaning that a Fund may be required to make payment for securities before
the Fund has actually received
delivery of the securities or deliver securities prior to the receipt of
payment. Typically, in these cases, the Fund
will receive evidence of ownership in accordance with the generally accepted
settlement practices in the local market
entitling the Fund to delivery or payment at a future date, but there is a risk
that the security will not be delivered
to the Fund or that payment will not be received, although the Fund and its
foreign sub-custodians take reasonable
precautions to mitigate this risk. Losses can also result from lost, stolen or
counterfeit securities; defaults by
brokers and banks; failures or defects of the settlement system; or poor and
improper recordkeeping by registrars and
issuers.
Foreign Currency
Contracts.
To the extent that a Fund may i) invest in securities denominated in foreign
currencies, ii)
temporarily hold funds in bank deposits or other money market investments
denominated in foreign currencies, or iii)
engage in foreign currency contract transactions, the Fund may be affected
favorably or unfavorably by exchange control
regulations or changes in the exchange rate between such currencies and the U.S.
dollar. The rate of exchange
between the U.S. dollar and other currencies is determined by the forces of
supply and demand in the foreign
exchange markets. The international balance of payments and other economic and
financial conditions, market
interest rates, government intervention, speculation and other factors affect
these forces. A Fund may engage
in foreign currency transactions in order to hedge its portfolio and to attempt
to protect it against uncertainty
in the level of future foreign exchange rates in the purchase and sale of
securities. A Fund may also engage
in foreign currency transactions to increase exposure to a foreign currency or
to shift exposure to foreign currency
fluctuations from one country to another.
Forward
foreign currency contracts are also contracts for the future delivery of a
specified currency at a specified time
and at a specified price. These contracts may be bought or sold to protect a
Fund against a possible loss resulting
from an adverse change in the relationship between foreign currencies and the
U.S. dollar or to increase exposure
to a particular foreign currency. These transactions differ from futures
contracts in that they are usually conducted
on a principal basis instead of through an exchange, and therefore there are no
brokerage fees, margin deposits
are negotiated between the parties, and the contracts are settled through
different procedures. The sub-advisers
will consider on an ongoing basis the creditworthiness of the institutions with
which each Fund will enter
into such forward foreign currency contracts.
The
use of foreign currency contracts involves the risk of imperfect correlation
between movements in contract prices
and movements in the price of the currencies to which the contracts relate. The
successful use of foreign currency
transaction strategies also depends on the ability of the sub-adviser to
correctly forecast interest rate movements,
currency rate movements and general stock market price movements. There can be
no assurance that the
sub-adviser’s forecasts will be accurate. Accordingly, a 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. Also, foreign
currency transactions, like currency
exchange rates, can be affected unpredictably by intervention (or the failure to
intervene) by U.S. or foreign governments
or central banks, or by currency controls or political developments. Such events
may prevent or restrict
a Fund’s ability to enter into foreign currency transactions, force the Fund to
exit a foreign currency transaction
at a disadvantageous time or price or result in penalties for the Fund, any of
which may result in a loss to the
Fund. When such contracts are used for hedging purposes, they are intended to
reduce the risk of loss due to a decline
in the value of the hedged currency, but at the same time, they tend to limit
any potential gain which might result
should the value of such currency increase.
Foreign
currency contracts may be either futures contracts or forward contracts. Similar
to other futures contracts, a foreign
currency futures contract is an agreement for the future delivery of a specified
currency at a specified time and
at a specified price that will be secured by margin deposits, is regulated by
the CFTC and is traded on designated
exchanges. A Fund will incur brokerage fees when it purchases and sells foreign
currency futures contracts.
Foreign
currency futures contracts carry the same risks as other futures contracts, but
also entail risks associated with
international investing. Similar to other futures contracts, a foreign currency
futures contract is an agreement for
the future delivery of a specified currency at a specified time and at a
specified price that will be secured by
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margin
deposits, is regulated by the CFTC and is traded on designated exchanges. A Fund
will incur brokerage fees when
it purchases and sells futures contracts.
To
the extent a Fund may invest in securities denominated in foreign currencies,
and may temporarily hold funds in bank
deposits or other money market investments denominated in foreign currencies,
the Fund may be affected favorably
or unfavorably by exchange control regulations or changes in the exchange rates
between such currencies and
the U.S. dollar. The rate of exchange between the U.S. dollar and other
currencies is determined by the forces of supply
and demand in the foreign exchange markets. The international balance of
payments and other economic and
financial conditions, government intervention, speculation and other factors
affect these forces.
If
a decline in the exchange rate for a particular currency is anticipated, a Fund
may enter into a foreign currency futures
position as a hedge. If it is anticipated that an exchange rate for a particular
currency will rise, a Fund may enter
into a foreign currency futures position to hedge against an increase in the
price of securities denominated in that
currency. These foreign currency futures contracts will only be used as a hedge
against anticipated currency rate
changes. Although such contracts are intended to minimize the risk of loss due
to a decline in the value of the hedged
currency, at the same time, they tend to limit any potential gain which might
result should the value of such currency
increase.
The
use of foreign currency futures contracts involves the risk of imperfect
correlation between movements in futures
prices and movements in the price of currencies which are the subject of the
hedge. The successful use of foreign
currency futures contracts also depends on the ability of the sub-adviser to
correctly forecast interest rate movements,
currency rate movements and general stock market price movements. There can be
no assurance that the
sub-adviser’s judgment will be accurate. The use of foreign currency futures
contracts also exposes a Fund to the
general risks of investing in futures contracts, including: the risk of an
illiquid market for the foreign currency futures
contracts and the risk of adverse regulatory actions. Any of these events may
cause a Fund to be unable to hedge
its currency risks, and may cause a Fund to lose money on its investments in
foreign currency futures contracts.
Recent
Events in European Countries.
A number of countries in Europe have experienced severe economic and
financial
difficulties. Many non-governmental issuers, and even certain governments, have
defaulted on, or been forced
to restructure, their debts; many other issuers have faced difficulties
obtaining credit or refinancing existing obligations;
financial institutions have in many cases required government or central bank
support, have needed to raise
capital, and/or have been impaired in their ability to extend credit; and
financial markets in Europe and elsewhere
have experienced extreme volatility and declines in asset values and liquidity.
These difficulties may continue,
worsen or spread within and beyond Europe. Responses to the financial problems
by European governments,
central banks and others, including austerity measures and reforms, may not
work, may result in social unrest
and may limit future growth and economic recovery or have other unintended
consequences. Further defaults
or restructurings by governments and others of their debt could have additional
adverse effects on economies,
financial markets and asset valuations around the world.
The
United Kingdom formally left the European Union (“EU”) on January 31, 2020 (a
measure commonly referred to as
“Brexit”). Following the withdrawal, in December 2020, the United Kingdom and
the EU entered into a new trading relationship.
The agreement allows for continued trading free of tariffs, but institutes other
new requirements for trading
between the United Kingdom and the EU.
Even
with a new trading relationship having been established, Brexit could continue
to affect European or worldwide political,
regulatory, economic, or market conditions. There is the possibility that there
will continue to be considerable
uncertainty about the potential impact of these developments on United Kingdom,
European and global
economies and markets. There is also the possibility of withdrawal movements
within other EU countries and the
possibility of additional political, economic and market uncertainty and
instability. Brexit and any similar developments
may have negative effects on economies and markets, such as increased volatility
and illiquidity and potentially
lower economic growth in the United Kingdom, EU and globally, which may
adversely affect the value of a Fund’s
investments. Whether or not a Fund invests in securities of issuers located in
Europe or with significant exposure
to European issuers or countries, these events could result in losses to the
Fund, as there may be negative effects
on the value and liquidity of the Fund’s investments and/or the Fund’s ability
to enter into certain transactions.
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Russia
launched a large-scale invasion of Ukraine on February 24, 2022, significantly
amplifying already existing geopolitical
tensions. Actual and threatened responses to such military action may impact the
markets for certain Russian
commodities and may likely have collateral impacts on markets globally. As a
result of this military action, the
United States and many other countries (“Sanctioning Bodies) have instituted
various economic sanctions against
Russian individuals and entities (including corporate and banking). These
sanctions include, but are not limited
to: a prohibition on doing business with certain Russian companies, officials
and oligarchs; a commitment by certain
countries and the European Union to remove selected Russian banks from the
Society for Worldwide Interbank
Financial Telecommunications “SWIFT,” the electronic banking network that
connects banks globally; and restrictive
measures to prevent the Russian Central Bank from undermining the impact of the
sanctions. The Sanctioning
Bodies, or others, could also institute broader sanctions on Russia. These
sanctions and the resulting market
environment could result in the immediate freeze of Russian securities,
commodities, resources, and/or funds
invested in prohibited assets, impairing the ability of a Fund to buy, sell,
receive or deliver those securities and/or
assets. Further, due to closures of certain markets and restrictions on trading
certain securities, the value of certain
securities held by the Fund could be significantly impacted, which could lead to
such securities being valued at
zero. Sanctions could also result in Russia taking counter measures or
retaliatory actions which may further impair the
value and liquidity of Russian securities, including cyber actions. The extent
and duration of the military action, resulting
sanctions imposed and other punitive action taken and resulting future market
disruptions, including declines
in its stock markets, the value of Russian sovereign debt and the value of the
ruble against the U.S. dollar, cannot
be easily predicted, but could be significant. Any such disruptions caused by
Russian military action or other actions
(including terror attacks, cyberattacks and espionage) or resulting actual and
threatened responses to such activity,
including purchasing and financing restrictions, boycotts or changes in consumer
or purchaser preferences, sanctions,
tariffs or cyberattacks on the Russian government, Russian companies or Russian
individuals, including politicians,
may impact Russia’s economy and a Fund’s investments in Russian securities. As
Russia produces and exports
large amounts of crude oil and gas, any acts of terrorism, armed conflict or
government interventions (such as
the imposition of sanctions or other governmental restrictions on trade) causing
disruptions of Russian oil and gas exports
could negatively impact the Russian economy and, thus, adversely affect the
financial condition, results of operations
or prospects of related companies. Russia’s invasion of Ukraine, the responses
of countries and political bodies
to Russia’s actions, and the potential for wider conflict may increase financial
market volatility and could have severe
adverse effects on regional and global economic markets, including the markets
for certain securities and commodities,
such as oil and natural gas.
Depositary
Receipts.
American Depositary Receipts (“ADRs”), Global Depositary Receipts (“GDRs”) and
European Depositary
Receipts (“EDRs”) represent interests in securities of foreign companies that
have been deposited with a U.S.
financial institution, such as a bank or trust company, and that trade on an
exchange or over-the-counter (“OTC”).
A
Fund may invest in depositary receipts through “sponsored” or “unsponsored”
facilities. A sponsored facility is established
jointly by the issuer of the underlying security and a depositary (the issuing
bank or trust company), whereas
a depositary may establish an unsponsored facility without participation by the
issuer of the deposited security.
Holders
of unsponsored depositary receipts generally bear all the costs of such
facilities, and the depositary of an unsponsored
facility frequently is under no obligation to distribute interest holder
communications received from the
issuer of the deposited security or to pass through voting rights to the holders
of such receipts in respect of the deposited
securities. The issuers of unsponsored depositary receipts are not obligated to
disclose material information
in the United States; as such, there may be limited information available
regarding such issuers and/or limited
correlation between available information and the market value of depositary
receipts.
ADRs
represent interests in foreign issuers that trade on U.S. exchanges or OTC. ADRs
represent the right to receive securities
of the foreign issuer deposited with the issuing bank or trust company.
Generally, ADRs are denominated in
U.S. dollars and are designed for use in the U.S. securities markets. The
depositaries that issue ADRs are usually U.S.
financial institutions, such as a bank or trust company, but the underlying
securities are issued by a foreign issuer.
GDRs
may be issued in U.S. dollars or other currencies and are generally designed for
use in securities markets outside
the United States. GDRs represent the right to receive foreign securities and
may be traded on the
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exchanges
of the depositary’s country. The issuing depositary, which may be a foreign or a
U.S. entity, converts dividends
and the share price into the shareholder’s home currency. EDRs are generally
issued by a European bank and
traded on local exchanges.
Although
an issuing bank or trust company may impose charges for the collection of
dividends on foreign securities that
underlie ADRs, GDRs and EDRs, and for the conversion of ADRs, GDRs and EDRs into
their respective underlying securities,
there are generally no fees imposed on the purchase or sale of ADRs, GDRs and
EDRs, other than transaction
fees ordinarily involved with trading stocks. ADRs, GDRs and EDRs may be less
liquid or may trade at a lower
price than the underlying securities of the issuer. Additionally, receipt of
corporate information about the underlying
issuer may be untimely.
Emerging Market
Securities.
Unless otherwise stated in a Fund’s prospectus, countries are generally
characterized by a
Fund’s sub-adviser as “emerging market countries” by reference to a broad-based
market index, such as the MSCI Emerging
Markets Index, by reference to the World Bank’s per capita income brackets or
based on the sub-adviser’s qualitative
judgments about a country’s level of economic and institutional development, and
include markets commonly
referred to as “frontier markets.” An emerging market is generally in the
earlier stages of its industrialization
cycle with a low per capita GDP and a low market capitalization to GDP ratio
relative to those in the United
States and the European Union. The countries included in the MSCI Emerging
Market Index are Brazil, Chile, China,
Colombia, the Czech Republic, Egypt, Greece, Hungary, India, Indonesia, Korea,
Kuwait, Malaysia, Mexico, Peru,
the Philippines, Poland, Qatar, Saudi Arabia, South Africa, Taiwan, Thailand,
Turkey and the United Arab Emirates,
and may change from time to time. Frontier market countries generally have
smaller economies and even less
developed capital markets than typical emerging market countries (which
themselves have increased investment
risk relative to investing in more developed markets) and, as a result, the
risks of investing in emerging market
countries are magnified in frontier market countries.
Investing
in emerging markets may involve risks in addition to and greater than those
generally associated with investing
in the securities markets of developed countries. For example, economies in
emerging market countries may
be dependent on relatively few industries that are more susceptible to local and
global changes. Securities markets
in these countries can also be relatively small and have substantially lower
trading volumes. As a result, securities
issued in these countries may be more volatile and less liquid, and may be more
difficult to value, than securities
issued in countries with more developed economies and/or markets.
Certain
emerging market countries lack uniform accounting, auditing and financial
reporting and disclosure standards,
have less governmental supervision of financial markets than developed
countries, and have less developed
legal systems than developed countries. Certain governments may be more unstable
and present greater risks
of nationalization or restrictions on foreign ownership of local companies.
Repatriation of investment income, capital
and the proceeds of sales by foreign investors may require governmental
registration and/or approval in some
emerging market countries. Some emerging market countries may also impose
punitive taxes that could adversely
affect the prices of securities. While a Fund will only invest in markets where
these restrictions are considered
acceptable by the Fund’s sub-adviser, a country could impose new or additional
repatriation restrictions after
the Fund’s investment. If this happens, the Fund’s response might include, among
other things, applying to the appropriate
authorities for a waiver of the restrictions or engaging in transactions in
other markets designed to offset
the risks of decline in that country. Such restrictions will be considered in
relation to a Fund’s liquidity needs and
other factors. Further, some attractive equity securities may not be available
to a Fund if foreign shareholders already
hold the maximum amount legally permissible.
While
government involvement in the private sector varies in degree among emerging
market countries, such involvement
may in some cases include government ownership of companies in certain sectors,
wage and price controls
or imposition of trade barriers and other protectionist measures. With respect
to any developing country, there
is no guarantee that some future economic or political crisis will not lead to
price controls, forced mergers of companies,
expropriation, or creation of government monopolies to the possible detriment of
a Fund’s investments. In
addition, rapid fluctuations in inflation rates may have negative impacts on the
economies and securities markets of
certain emerging market countries.
Additionally,
there may be increased settlement risk for transactions in securities of
emerging market issuers. Settlement
systems in emerging market countries are generally less organized than those in
developed markets.
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Supervisory
authorities may also be unable to apply standards comparable to those in
developed markets. Thus, there
may be risks that settlement may be delayed and that cash or securities
belonging to a Fund may be in jeopardy
because of failures of or defects in the systems. In particular, market practice
may require that payment be made
before receipt of the security being purchased or that delivery of a security be
made before payment is received.
In such cases, default by a broker or bank (the “counterparty”) through whom the
transaction is effected might
cause the Fund to suffer a loss. A Fund will seek, where possible, to use
counterparties whose financial status is
such that this risk is reduced. However, there can be no certainty that a Fund
will be successful in eliminating this risk,
particularly as counterparties operating in emerging market countries frequently
lack the standing or financial resources
of those in developed countries. There may also be a danger that, because of
uncertainties in the operation
of settlement systems in individual markets, competing claims may arise with
respect to securities held by or
to be transferred to a Fund. A Fund and its shareholders may also encounter
substantial difficulties in obtaining and
enforcing judgments against individuals residing outside of the U.S. and
companies domiciled outside of the U.S.
Taxation
of dividends, interest and capital gains received by a Fund varies among
emerging market countries and, in some
cases, is comparatively high. In addition, emerging market countries typically
have less well-defined tax laws and
procedures, and such laws may permit retroactive taxation so that a Fund could
become subject in the future to local
tax liability that it had not reasonably anticipated in conducting its
investment activities or valuing its assets.
Sovereign Debt
Obligations.
Sovereign debt instruments are issued or guaranteed by foreign governments or
their agencies,
including those of emerging market countries. Sovereign debt may be in the form
of conventional securities
or other types of debt instruments, such as loans or loan participations. The
debt obligations of a foreign government
or entity may not be supported by the full faith and credit of such foreign
government. Sovereign debt of
emerging market countries may involve a high degree of risk, and may be in
default or present the risk of default. Governmental
entities responsible for repayment of the debt may fail to repay principal and
interest when due, and may
require renegotiation or rescheduling of debt payments. Prospects for repayment
of principal and interest may depend
on political and economic factors. A Fund may have limited or no legal recourse
in the event of default with respect
to sovereign debt obligations. Sovereign debt instruments and foreign debt
securities share many of the same
risks. For more information, refer to “Foreign Debt Securities.”
Unless
otherwise stated in a Fund’s prospectus, countries are generally characterized
by a Fund’s sub-adviser as “emerging
market countries” by reference to a broad market index, by reference to the
World Bank’s per capita income
brackets or based on the sub-adviser’s qualitative judgments about a country’s
level of economic and institutional
development, and include markets commonly referred to as “frontier markets.” An
emerging market is generally
in the earlier stages of its industrialization cycle with a low per capita GDP
and a low market capitalization to
GDP ratio relative to those in the United States and the European Union.
Frontier market countries generally have smaller
economies and even less developed capital markets than typical emerging market
countries and, as a result, the
risks of investing in emerging market countries are magnified in frontier market
countries.
The
performance of sovereign debt instruments may be negatively affected by
fluctuations in a foreign currency’s strength
or weakness relative to the U.S. dollar, particularly to the extent the Fund
invests a significant percentage of its
assets in sovereign debt instruments denominated in non-U.S. currencies.
Currency rates in foreign countries may fluctuate
significantly over short or long periods of time for a number of reasons,
including changes in interest rates, imposition
of currency exchange controls and economic or political developments in the U.S.
or abroad.
Global
economies and financial markets have become increasingly interconnected, which
increases the possibility that
conditions in one country or region might adversely impact issuers in a
different country or region. Sovereign debt
instruments may be impacted by economic, political, social, diplomatic or other
conditions or events (including,
for example, military confrontations, war and terrorism). Any attempt by a Fund
to hedge against or otherwise
protect its portfolio, or to profit from such circumstances, may fail and,
accordingly, an investment in a Fund
could lose money over short or long periods. For example, the economies of many
countries or regions in which
a Fund may invest are highly dependent on trading with certain key trading
partners. Reductions in spending on
products and services by these key trading partners, the institution of tariffs
or other trade barriers, or a slowdown
in the economies of key trading partners may adversely affect the performance of
securities in which a Fund
may invest. The severity or duration of adverse economic conditions may also be
affected by policy changes made
by governments or quasi-governmental organizations. The imposition of sanctions
by the United States or
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another
government on a country could cause disruptions to the country’s financial
system and economy, which could
negatively impact the value of securities, including sovereign debt instruments.
The risks posed by sanctions may
be heightened to the extent a Fund invests significantly in the affected country
or region or in issuers from the affected
country that depend on global markets.
Although
it is not uncommon for governments to enter into trade agreements that would,
among other things, reduce
barriers among countries, increase competition among companies and reduce
government subsidies, there are
no assurances that such agreements will achieve their intended economic
objectives. There is also a possibility that
such trade arrangements: i) will not be implemented; ii) will be implemented,
but not completed; iii) or will be completed,
but then partially or completely unwound. It is also possible that a significant
participant could choose to
abandon a trade agreement, which could diminish its credibility and influence.
Any of these occurrences could have
adverse effects on the markets of both participating and non-participating
countries, including appreciation or depreciation
of currencies, a significant increase in exchange rate volatility, a resurgence
in economic protectionism and
an undermining of confidence in markets. Such developments could have an adverse
impact on a Fund’s investments
in the debt of countries participating in such trade agreements.
Further,
investments in certain countries may subject a Fund to tax rules, the
application of which may be uncertain. Countries
may amend or revise their existing tax laws, regulations and/or procedures in
the future, possibly with retroactive
effect. Changes in, or uncertainties regarding the laws, regulations or
procedures of a country could directly
or indirectly reduce the after-tax profits of a Fund.
Supranational Entity
Securities.
Debt security investments may include the debt securities of “supranational”
entities, which
are international groups or unions in which the power and influence of member
states transcend national boundaries
or interests in order to share in decision making and vote on issues concerning
the collective body. They include
international organizations designated or supported by governments to promote
economic reconstruction or
development and international banking institutions and related government
agencies, such as the International Bank
for Reconstruction and Development (part of the World Bank), the European Union,
the Asian Development Bank
and the Inter-American Development Bank. The governmental members of these
supranational entities are “stockholders”
that typically make capital contributions and may be committed to make
additional capital contributions
if the entity is unable to repay its borrowings. There can be no assurance that
the constituent foreign governments
will continue to be able or willing to honor their capitalization commitments
for such entities.
Supranational
Entity Securities are subject to risks in addition to those relating to foreign
government and sovereign debt
securities and debt securities generally. Issuers of such debt securities may be
unwilling to pay interest and repay
principal, or otherwise meet obligations, when due and may require that the
conditions for payment be renegotiated.
The foreign governmental or other organizations supporting such supranational
issuers may be immune
from lawsuits in the event of the issuer’s failure or inability to pay the
obligations when due. Issuers may be dependent
on expected disbursements from foreign governmental or other
organizations.
OTHER
PERMITTED INVESTMENT ACTIVITIES
Borrowing.
Generally, under the 1940 Act, a Fund may borrow money only from banks in an
amount not exceeding 1/3
of its total assets (including the amount borrowed) less liabilities (other than
borrowings). A Fund may borrow money
for temporary or emergency purposes, including for short-term redemptions and
liquidity needs. Borrowing involves
special risk considerations. Interest costs on borrowings may fluctuate with
changing market rates of interest
and may partially offset or exceed the return earned on borrowed funds (or on
the assets that were retained rather
than sold to meet the needs for which funds were borrowed). Under adverse market
conditions, a Fund might have
to sell portfolio securities to meet interest or principal payments at a time
when investment considerations would
not favor such sales. Reverse repurchase agreements and other similar
investments that involve a form of leverage
have characteristics similar to borrowings. A Fund may enter into reverse
repurchase agreements or similar financing
transactions, notwithstanding the requirements of Sections 18(c) and 18(f)(1) of
the 1940 Act, if the Fund, (i)
treats such transactions as borrowings and complies with the asset coverage
requirements of Section 18, and combines
the aggregate amount of indebtedness associated with all reverse repurchase
agreements or similar financing
transactions with the aggregate amount of any other senior securities
representing indebtedness when calculating
the asset coverage ratio; or (ii) treats all reverse repurchasing agreements or
similar financing transactions
as “derivatives transactions” as defined in Rule 18f-4 of the 1940 Act and
complies with all requirements
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of
Rule 18f-4. To help meet short-term redemptions and liquidity needs, the Funds
are parties to a revolving credit agreement
whereby a Fund is permitted to use bank borrowings for temporary or emergency
purposes.
Commodity-Related
Investments.
The value of commodities investments will generally be affected by overall
market movements
and factors specific to a particular industry or commodity, which may include
weather, embargoes, tariffs,
and health, political, international and regulatory developments. Economic and
other events (whether real or perceived)
can reduce the demand for commodities, which may reduce market prices and cause
the value of Fund shares
to fall. The frequency and magnitude of such changes cannot be predicted.
Exposure to commodities and commodities
markets may subject a Fund to greater volatility than investments in traditional
securities. No active trading
market may exist for certain commodities investments, which may impair the
ability of a Fund to sell or to realize
the full value of such investments in the event of the need to liquidate such
investments. In addition, adverse market
conditions may impair the liquidity of actively traded commodities investments.
Certain types of commodities
instruments (such as total return swaps and commodity-linked notes) are subject
to the risk that the counterparty
to the instrument will not perform or will be unable to perform in accordance
with the terms of the instrument.
Certain
commodities are subject to limited pricing flexibility because of supply and
demand factors. Others are subject
to broad price fluctuations as a result of the volatility of the prices for
certain raw materials and the instability
of supplies of other materials. These additional variables may create additional
investment risks and result in
greater volatility than investments in traditional securities. The commodities
that underlie commodity futures contracts
and commodity swaps 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.
Unlike the financial futures markets, in the commodity futures markets there are
costs of physical storage
associated with purchasing the underlying commodity. The price of the commodity
futures contract will reflect
the storage costs of purchasing the physical commodity, including the time value
of money invested in the physical
commodity. To the extent that the storage costs for an underlying commodity
change while a Fund is invested
in futures contracts on that commodity, the value of the futures contract may
change proportionately.
In
the commodity futures markets, producers of the underlying commodity may decide
to hedge the price risk of selling
the commodity by selling futures contracts today to lock in the price of the
commodity at delivery tomorrow. In
order to induce speculators to purchase the other side of the same futures
contract, the commodity producer generally
must sell the futures contract at a lower price than the expected future spot
price. Conversely, if most hedgers
in the futures market are purchasing futures contracts to hedge against a rise
in prices, then speculators will
only sell the other side of the futures contract at a higher futures price than
the expected future spot price of the commodity.
The changing nature of the hedgers and speculators in the commodity markets will
influence whether futures
prices are above or below the expected future spot price, which can have
significant implications for a Fund. If
the nature of hedgers and speculators in futures markets has shifted when it is
time for a Fund to reinvest the proceeds
of a maturing contract in a new futures contract, the Fund might reinvest at
higher or lower futures prices, or
choose to pursue other investments
Environmental, Social and Governance (“ESG”)
Considerations.
As a firm, Allspring Global Investments (“Allspring”) believes
that considering ESG factors in its investment strategies and stewardship
activities enhances its ability to manage
risk [and evaluate opportunities] more comprehensively and generate long-term
returns on behalf of clients. To
that end, Allspring portfolio managers have access to various forms of
proprietary and third party environmental and
social-related analytics and research which they may incorporate into their
investment processes in ways that are
consistent with their asset classes and strategies. Additionally, portfolio
managers may directly engage with issuer
management on a range of matters, including ESG and sustainability issues, as
one component of their fundamental
research.
A
Fund that considers ESG factors may make or forgo investments that differ
from an otherwise similar investment strategy
that does not take such factors into account. These investment decisions may
cause a Fund to perform differently
than otherwise similar funds or the market as a whole. ESG research and
analytics, including that from third-party
data providers, may be incomplete, inaccurate or unavailable, and thus there is
a risk that a portfolio manager
relying on such data may incorrectly assess an issuer.
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Certain
Funds have explicit ESG or sustainability objectives and related design
elements, such as a specific ESG or sustainability
themes, outcomes, or quantitative goals/targets that they commit to achieving,
as described more fully
in the applicable Fund’s prospectus. Other Funds consider risks associated with
ESG factors in a systematic manner
in the investment decision-making process, as more fully described in the
applicable Fund’s prospectus, but do
not pursue ESG or sustainability objectives. Funds without additional prospectus
disclosure on ESG factors may take
such factors into account in the investment decision-making process, as
described above, but make no commitment
to do so.
Loans of Portfolio
Securities.
Portfolio securities of a Fund may be loaned pursuant to guidelines approved by
the Board
to brokers, dealers and financial institutions, provided: i) the loan is secured
continuously by collateral consisting
of cash, securities of the U.S. Government, its agencies or instrumentalities,
or an irrevocable letter of credit
issued by a bank organized under the laws of the United States, organized under
the laws of a state, or a foreign
bank that has filed an agreement with the Federal Reserve Board to comply with
the same rules and regulations
applicable to U.S. banks in securities credit transactions, initially in an
amount at least equal to 100% of the
value of the loaned securities (which includes any accrued interest or
dividends), with the borrower being obligated,
under certain circumstances, to post additional collateral on a daily
marked-to-market basis, all as described
in further detail in the following paragraph; although the loans may not be
fully supported at all times if, for
example, the instruments in which cash collateral is invested decline in value
or the borrower fails to provide additional
collateral when required in a timely manner or at all; ii) the Fund may at any
time terminate the loan and request
the return of the loaned securities upon sufficient prior notification; iii) the
Fund will receive any interest or distributions
paid on the loaned securities; and iv) the aggregate market value of loaned
securities will not at any time
exceed the limits established under the 1940 Act.
For
lending its securities, a Fund will earn either a fee payable by the borrower
(on loans that are collateralized by U.S.
Government securities or a letter of credit) or the income on instruments
purchased with cash collateral (after payment
of a rebate fee to the borrower and a portion of the investment income to the
securities lending agent). Cash
collateral may be invested on behalf of a Fund by the Fund’s sub-adviser in U.S.
dollar-denominated short-term money
market instruments that are permissible investments for the Fund and that, at
the time of investment, are considered
high-quality. Currently, cash collateral generated from securities lending is
invested in shares of Securities
Lending Cash Investments, LLC (the “Cash Collateral Fund”). The Cash Collateral
Fund is a Delaware limited
liability company that is exempt from registration under the 1940 Act. The Cash
Collateral Fund is managed by
Allspring Funds Management, LLC (“Allspring
Funds Management”) and is sub-advised by Allspring Global Investments,
LLC (“Allspring Investments”). The Cash Collateral Fund is required to comply
with the credit quality, maturity
and other limitations set forth in Rule 2a-7 under the 1940 Act. The Cash
Collateral Fund seeks to provide preservation
of principal and daily liquidity by investing in high-quality, U.S.
dollar-denominated short-term money market
instruments. The Cash Collateral Fund may invest in securities with fixed,
variable, or floating rates of interest.
The Cash Collateral Fund seeks to maintain a stable price per share of $1.00,
although there is no guarantee that
this will be achieved. Income on shares of the Cash Collateral Fund is
reinvested in shares of the Cash Collateral Fund.
The net asset value of a Fund will be affected by an increase or decrease in the
value of the securities loaned by
it, and by an increase or decrease in the value of instruments purchased with
cash collateral received by it.
The
interests in the Cash Collateral Fund are not insured by the FDIC, and are not
deposits, obligations of, or endorsed
or guaranteed in any way by any banking entity. Any losses in the Cash
Collateral Fund will be borne solely by
the Cash Collateral Fund.
Loans
of securities involve a risk that the borrower may fail to return the securities
when due or when recalled by a Fund
or may fail to provide additional collateral when required. In either case, a
Fund could experience delays in recovering
securities or could lose all or part of the value of the loaned securities.
Although voting rights, or rights to consent,
attendant to securities on loan pass to the borrower, loans may be recalled at
any time and generally will be recalled
if a material event affecting the investment is expected to be presented to a
shareholder vote, so that the securities
may be voted by a Fund.
Each
lending Fund pays a portion of the income (net of rebate fees) or fees earned by
it from securities lending to a securities
lending agent. Goldman Sachs Bank USA, an unaffiliated third party doing
business as Goldman Sachs Agency
Lending, currently acts as securities lending agent for the Funds, subject to
the overall supervision of the Funds’
manager.
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Investment
Companies.
These securities include shares of other affiliated or unaffiliated open-end
investment companies
(i.e., mutual funds), closed-end funds, exchange-traded funds (“ETFs”), UCITS
funds (pooled investment vehicles
established in accordance with the Undertaking for Collective Investment in
Transferable Securities adopted
by European Union member states) and business development companies. A Fund may
invest in securities of
other investment companies up to the limits prescribed in Section 12(d) under
the 1940 Act, the rules and regulations
thereunder and any exemptive relief currently or in the future available to a
Fund.
Except
with respect to funds structured as funds-of-funds or so-called master/feeder
funds or other funds whose strategies
otherwise allow such investments, the 1940 Act generally requires that a fund
limit its investments in another
investment company or series thereof so that, as of the time at which a
securities purchase is made: i) no more
than 3% of the outstanding voting stock of any one investment company or series
thereof will be owned by a fund
or by companies controlled by a fund; ii) no more than 5% of the value of its
total assets will be invested in the securities
of any one investment company; and iii) no more than 10% of the value of its
total assets will be invested in
the aggregate in securities of other investment companies.
The
Funds may invest in excess of the limitations noted in the preceding paragraph
by relying on Rule 12d1-4 under the
1940 Act, provided that the Fund complies with several conditions imposed by
Rule 12d1-4, which include: (i) limits
on ownership and voting of acquired fund shares; (ii) evaluations and findings
by investment advisers of funds in
fund-of-funds arrangements; (iii) investment agreements between funds in
fund-of-funds arrangements; and (iv) limits
on complex fund-of-funds structures.
Other
investment companies in which a Fund invests can be expected to pay fees and
other operating expenses, such
as investment advisory and administration fees, that would be in addition to
those paid by the Fund. Other investment
companies may include ETFs, which are publicly-traded unit investment trusts,
open-end funds or depositary
receipts that seek to track the performance of specific indices or companies in
related industries (e.g., passive
ETFs), and index funds. A passive ETF or index fund is an investment company
that seeks to track the performance
of an index (before fees and expenses) by holding in its portfolio either the
securities that comprise the index
or a representative sample of the securities in the index. Passive ETFs or index
funds in which the Funds invest will
incur expenses not incurred by their applicable indices. Certain securities
comprising the indices tracked by passive
ETFs or index funds may, from time to time, temporarily be unavailable, which
may further impede a passive ETF’s
or index fund’s ability to track their respective indices. An actively-managed
ETF is an investment company that seeks
to outperform the performance of an index.
ETFs
generally are subject to the same risks as the underlying securities the ETFs
are designed to track and to the risks
of the specific sector or industry tracked by the ETF. ETFs also are subject to
the risk that their prices may not totally
correlate to the prices of the underlying securities the ETFs are designed to
track and the risk of possible trading
halts due to market conditions or for other reasons. Although ETFs that track
broad market indexes are typically
large and their shares are fairly liquid, ETFs that track more specific indexes
tend to be newer and smaller, and
ETFs have limited redemption features. Additionally, to the extent an ETF holds
securities traded in markets that close
at a different time from the ETF’s listing exchange, liquidity in such
securities may be reduced after the applicable
closing times, and during the time when the ETF’s listing exchange is open but
after the applicable market closing,
fixing or settlement times, bid/ask spreads and the resulting premium or
discount to the ETF’s shares’ NAV may
widen.
In
addition, a Fund may invest in the securities of closed-end investment
companies. Because shares of closed-end investment
companies trade on a stock exchange or in the OTC market, they may trade at a
premium or discount to their
net asset values, which may be substantial, and their potential lack of
liquidity could result in greater volatility. In
addition, closed-end investment companies may employ leverage, which also
subjects the closed-end investment company
to increased risks such as increased volatility. Moreover, closed-end investment
companies incur their own fees
and expenses.
Private Placement and Other Restricted
Securities.
Private placement securities are securities sold in offerings that are
exempt from registration under the 1933 Act. They are generally eligible for
sale only to certain eligible investors. Private
placements often may offer attractive opportunities for investment not otherwise
available on the open market.
However, private placement and other “restricted” securities typically cannot be
resold without registration under
the 1933 Act or the availability of an exemption from registration (such as
Rules 144A (a “Rule 144A
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Security”)),
and may not be readily marketable because they are subject to legal or
contractual delays in or restrictions
on resale. Asset-backed securities, common stock, convertible securities,
corporate debt securities, foreign
securities, high-yield securities, money market instruments, mortgage-backed
securities, municipal securities,
participation interests, preferred stock and other types of equity and debt
instruments may be privately placed
or restricted securities.
Private
placement and other restricted securities typically may be resold only to
qualified institutional buyers, or in a privately
negotiated transaction, or to a limited number of qualified purchasers, or in
limited quantities after they have
been held for a specified period of time and other conditions are met for an
exemption from registration. Private
placement and other restricted securities may be considered illiquid securities,
as they typically are subject to
restrictions on resale as a matter of contract or under federal securities laws.
Because there may be relatively few potential
qualified purchasers for such securities, especially under adverse market or
economic conditions, or in the event
of adverse changes in the financial condition of the issuer, a Fund could find
it more difficult to sell such securities
when it may be advisable to do so or it may be able to sell such securities only
at prices lower than if such securities
were more widely held and traded. At times, it also may be more difficult to
determine the fair value of such
securities for purposes of computing a Fund’s net asset value due to the absence
of an active trading market. Delay
or difficulty in selling such securities may result in a loss to a Fund.
Restricted securities that are “illiquid” are subject
to each Fund’s policy of not investing or holding more than 15% of its net
assets in illiquid securities. The term
“illiquid” in this context refers to securities that cannot be disposed of
within seven days in the ordinary course of
business at approximately the amount at which a Fund has valued the
securities.
The
manager typically will evaluate the liquidity characteristics of each Rule 144A
Security proposed for purchase by a
Fund on a case-by-case basis and will consider the following factors, among
others, in its evaluation: i) the frequency
of trades and quotes for the Rule 144A Security; ii) the number of dealers
willing to purchase or sell the Rule
144A Security and the number of other potential purchasers; iii) dealer
undertakings to make a market in the Rule
144A Security; and iv) the nature of the Rule 144A Security and the nature of
the marketplace trades (e.g., the time
needed to dispose of the Rule 144A Security, the method of soliciting offers and
the mechanics of transfer).
The
manager will apply a similar process to evaluating the liquidity characteristics
of other restricted securities. A restricted
security that is deemed to be liquid when purchased may not continue to be
deemed to be liquid for as long
as it is held by a Fund. As a result of the resale restrictions on 144A
securities, there is a greater risk that they will
become illiquid than securities registered with the SEC.
Convertible
Securities.
A convertible security is a bond, debenture, note, preferred stock, or other
security that may be
converted or exchanged (by the holder or by the issuer) within a specified
period of time into a certain amount of common
stock of the same or a different issuer. As such, convertible securities combine
the investment characteristics
of debt and equity securities. A convertible security provides a fixed-income
stream and the opportunity,
through its conversion feature, to participate in the capital appreciation
resulting from a market price advance
in its underlying common stock.
As
with a straight fixed-income security, a convertible security tends to increase
in market value when interest rates decline
and decrease in value when interest rates rise. Like a common stock, the value
of a convertible security also tends
to increase as the market value of the underlying stock rises, and it tends to
decrease as the market value of the
underlying stock declines. Because its value can be influenced by both
interest-rate and market movements, a convertible
security tends not to be as sensitive to interest rate changes as a similar
fixed-income security, and tends not
to be as sensitive to share price changes as its underlying stock.
Investing
in convertible securities is subject to certain risks in addition to those
generally associated with debt securities.
Certain convertible securities, particularly securities that are convertible
into securities of an issuer other than
the issuer of the convertible security, may be or become illiquid and,
therefore, may be more difficult to resell in a
timely fashion or for a fair price, which could result in investment
losses.
The
creditworthiness of the issuer of a convertible security is important because
the holder of a convertible security will
typically have recourse only to the issuer. In addition, a convertible security
may be subject to conversion or redemption
by the issuer, but only after a specified date and under circumstances
established at the time the security
is issued. This feature may require a holder to convert the security into the
underlying common stock, even if
the value of the underlying common stock has declined substantially. In
addition, companies that issue convertible
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securities
frequently are small- or mid-capitalization companies and, accordingly, carry
the risks associated with investments
in such companies.
While
the Funds use the same criteria to evaluate the credit quality of a convertible
debt security that they would use for
a more conventional debt security, a convertible preferred stock is treated like
a preferred stock for a Fund’s credit
evaluation, as well as financial reporting and investment limitation
purposes.
Contingent
Convertible Bonds.
Contingent convertible bonds are a type of convertible security typically issued
by non-U.S.
banks. Unlike more traditional convertible securities, which typically may
convert into equity after the issuer’s
common stock has reached a certain strike price, the trigger event for a
contingent convertible bond is typically
a decline in the issuing bank’s capital threshold below a specified level.
Contingent convertible bonds typically
are subordinated to other debt instruments of the issuer and generally rank
junior to the claims of all holders
of unsubordinated obligations of the issuer. Coupon payments on contingent
convertible securities may be discretionary
and may be cancelled by the issuer. Contingent convertible bonds are a new form
of instrument, and the
market and regulatory environment for contingent convertible bonds is evolving.
Therefore, it is uncertain how the
overall market for contingent convertible bonds would react to a triggering
event or coupon suspension applicable
to one issuer. A Fund may lose money on its investment in a contingent
convertible bond when holders of the
issuer’s equity securities do not.
Exchange-Traded
Notes.
Exchange-traded notes (“ETNs”) are generally notes representing debt of an
issuer, usually a financial
institution. ETNs combine aspects of both bonds and ETFs. An ETN’s returns are
based on the performance of
one or more underlying assets, reference rates or indexes, minus fees and
expenses. Similar to ETFs, ETNs are listed
on an exchange and traded in the secondary market. However, unlike an ETF, an
ETN can be held until the ETN’s
maturity, at which time the issuer will pay a return linked to the performance
of the specific asset, index or rate (“reference
instrument”) to which the ETN is linked minus certain fees. Unlike regular
bonds, ETNs do not make periodic
interest payments, and principal is not protected.
The
value of an ETN may be influenced by, among other things, time to maturity,
levels of supply and demand for the ETN,
volatility and lack of liquidity in underlying markets, changes in the
applicable interest rates, the performance of
the reference instrument, changes in the issuer’s credit rating and economic,
legal, political or geographic events that
affect the reference instrument. An ETN that is tied to a reference instrument
may not replicate the performance of
the reference instrument. ETNs also incur certain expenses not incurred by their
applicable reference instrument. Some
ETNs that use leverage can, at times, be relatively illiquid and, thus, they may
be difficult to purchase or sell at a
fair price. Levered ETNs are subject to the same risk as other instruments that
use leverage in any form. While leverage
allows for greater potential returns, the potential for loss is also greater.
Finally, additional losses may be incurred
if the investment loses value because, in addition to the money lost on the
investment, the loan still needs to
be repaid.
Because
the return on an ETN is dependent on the issuer’s ability or willingness to meet
its obligations, the value of the
ETN may change due to a change in the issuer’s credit rating, despite there
being no change in the underlying reference
instrument. The market value of ETN shares may differ from the value of the
reference instrument. This difference
in price may be due to the fact that the supply and demand in the market for ETN
shares at any point in time
is not always identical to the supply and demand in the market for the assets
underlying the reference instrument
that the ETN seeks to track.
There
may be restrictions on a Fund’s right to redeem its investment in an ETN, which
is generally designed to be held
until maturity. A Fund’s decision to sell its ETN holdings may be limited by the
unavailability or limited nature of a
secondary market. A Fund could lose some or all of the amount invested in an
ETN.
Illiquid
Securities.
Pursuant to Rule 22e-4 under the 1940 Act, a Fund (other than a money market
Fund) may not acquire
any “illiquid investment” if, immediately after the acquisition, the Fund would
have invested more than 15% of
its net assets in illiquid investments that are assets. An “illiquid investment”
is any investment that such a Fund reasonably
expects cannot be sold or disposed of in current market conditions in seven
calendar days or less without
the sale or disposition significantly changing the market value of the
investment. Illiquid investments include repurchase
agreements with a notice or demand period of more than seven days, certain
over-the-counter derivative instruments,
and securities and other financial instruments that are not readily marketable,
unless, based upon a review
of the relevant market, trading and investment-specific considerations, those
investments are determined not
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to
be illiquid. The Funds (other than the money market Funds) have implemented a
liquidity risk management program
and related procedures to identify illiquid investments pursuant to Rule 22e-4,
and the Board has approved the
designation of Allspring
Funds Management to administer the liquidity risk management program and
related procedures.
The money market Funds may invest up to 5% of its total assets in illiquid
investments. The 15% and 5% limits
are applied as of the date a Fund purchases an illiquid investment. It is
possible that a Fund’s holding of illiquid investment
could exceed the 15% limit (5% for the money market Funds), for example as a
result of market developments
or redemptions.
Each
Fund may purchase certain restricted securities that can be resold to
institutional investors and which may be determined
not to be illiquid investments pursuant to the Trust’s liquidity risk management
program. In many cases, those
securities are traded in the institutional market under Rule 144A under the 1933
Act and are called Rule 144A securities.
Investments
in illiquid investments involve more risks than investments in similar
securities that are readily marketable.
Illiquid investments may trade at a discount from comparable, more liquid
investments. Investment of a Fund’s
assets in illiquid investments may restrict the ability of the Fund to dispose
of its investments in a timely fashion
and for a fair price as well as its ability to take advantage of market
opportunities. The risks associated with illiquidity
will be particularly acute where a Fund’s operations require cash, such as when
a Fund has net redemptions,
and could result in the Fund borrowing to meet short-term cash requirements or
incurring losses on the
sale of illiquid investments.
Illiquid
investments are often restricted securities 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, the privately
placed securities may not be freely transferable under the laws of the
applicable jurisdiction or due to contractual
restrictions on resale. To the extent privately placed securities may be resold
in privately negotiated transactions,
the prices realized from the sales could be less than those originally paid by
the Fund or less than the fair
value of the securities. 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 a 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. Private placement
investments may involve investments in smaller, less seasoned issuers, which may
involve greater risks than
investments in more established companies. 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
private placement securities,
a Fund may obtain access to material non-public information, which may restrict
the Fund’s ability to conduct
transactions in those securities.
Master Limited
Partnerships.
Master limited partnerships (“MLPs”) are publicly traded partnerships primarily
engaged in
the transportation, storage, processing, refining, marketing, exploration,
production, and mining of minerals and natural
resources. Investments in securities of MLPs involve risks that differ from
investments in common stock, including
risks related to limited control and limited rights to vote on matters affecting
the MLP, risks related to potential
conflicts of interest between the MLP and the MLP’s general partner, cash flow
risks, dilution risks and risks related
to the general partner’s right to require unit-holders to sell their common
units at an undesirable time or price.
Certain MLP securities may trade in lower volumes due to their smaller
capitalizations. Accordingly, those MLPs
may be subject to more abrupt or erratic price movements and may lack sufficient
market liquidity to enable a Fund
to effect sales at an advantageous time or without a substantial decline in
price. MLPs are generally considered interest-rate
sensitive investments. During periods of interest rate volatility, these
investments may not provide attractive
returns. Depending on the state of interest rates in general, the use of MLPs
could enhance or harm the overall
performance of a Fund. MLPs are subject to various risks related to the
underlying operating companies they control,
including dependence upon specialized management skills and the risk that such
companies may lack or have
limited operating histories. The success of a Fund’s investments also will vary
depending on the underlying industry
represented by the MLP’s portfolio.
A
Fund must recognize income that it receives from underlying MLPs for tax
purposes, even if the Fund does not receive
cash distributions from the MLPs in an amount necessary to pay such tax
liability. In addition, a percentage of
a distribution received by a Fund as the holder of an MLP interest may be
treated as a return of capital, which would
reduce the Fund’s adjusted tax basis in the interests of the MLP, which will
result in an increase in the amount
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of
income or gain (or decrease in the amount of loss) that will be recognized by
the Fund for tax purposes upon the sale
of any such interests or upon subsequent distributions in respect of such
interests. Furthermore, any return of capital
distribution received from the MLP may require the Fund to restate the character
of its distributions and amend
any shareholder tax reporting previously issued. MLPs do not pay U.S. federal
income tax at the partnership level.
Rather, each partner is allocated a share of the partnership’s income, gains,
losses, deductions and expenses. A
change in current tax law, or a change in the underlying business mix of a given
MLP, could result in an MLP being treated
as a corporation for U.S. federal income tax purposes, which would result in the
MLP being required to pay U.S.
federal income tax (as well as state and local income taxes) on its taxable
income. The classification of an MLP as
a corporation for U.S. federal income tax purposes would have the effect of
reducing the amount of cash available for
distribution by the MLP. If any MLP in which a Fund invests were treated as a
corporation for U.S. federal income tax
purposes, it could result in a reduction of the value of a Fund’s investment in
the MLP and lower income to a Fund.
Repurchase
Agreements.
A repurchase agreement is an agreement wherein a Fund purchases a security for a
relatively
short period of time (usually less than or up to seven days) and, at the time of
purchase, the seller agrees to repurchase
that security from the Fund at a mutually agreed upon time and price
(representing the Fund’s cost plus interest).
The repurchase agreement specifies the yield during the purchaser’s holding
period. Entering into repurchase
agreements allows a Fund to earn a return on cash in the Fund’s portfolio that
would otherwise remain un-invested.
Repurchase
agreements also may be viewed as loans made by a Fund that are collateralized by
the securities subject to
repurchase, which may consist of a variety of security types. The maturities of
the underlying securities in a repurchase
agreement transaction may be greater than twelve months, although the maximum
term of a repurchase agreement
will always be less than twelve months. Repurchase agreements may involve risks
in the event of default or
insolvency of the counterparty that has agreed to repurchase the securities from
a Fund, including possible delays
or restrictions upon the Fund’s ability to sell the underlying security and
additional expenses in seeking to enforce
the Fund’s rights and recover any losses. Although the Fund seeks to limit the
credit risk under a repurchase agreement
by carefully selecting counterparties and accepting only high quality
collateral, some credit risk remains. The
counterparty could default, which may make it necessary for the Fund to incur
expenses to liquidate the collateral.
In addition, the collateral may decline in value before it can be liquidated by
the Fund.
A
Fund may enter into reverse repurchase agreements under which the Fund sells
portfolio securities and agrees to repurchase
them at an agreed-upon future date and price. Use of a reverse repurchase
agreement may be preferable to
a regular sale and later repurchase of securities, because it avoids certain
market risks and transaction costs. A Fund
may elect to (i) treat the reverse repurchase agreements as borrowings and
comply with the asset coverage requirements
of Section 18, and combine the aggregate amount of indebtedness associated with
all reverse repurchase
agreements or similar financing transactions with the aggregate amount of any
other senior securities representing
indebtedness when calculating the asset coverage ratio; or (ii) treat all
reverse repurchasing agreements
or similar financing transactions as “derivatives transactions” as defined in
Rule 18f-4 of the 1940 Act and
comply with all requirements of Rule 18f-4.
In
the event that the buyer of securities under a reverse repurchase agreement
files for bankruptcy or becomes insolvent,
a Fund’s use of proceeds from the agreement may be restricted pending a
determination by the other party,
or its trustee or receiver, whether to enforce a Fund’s obligation to repurchase
the securities. Reverse repurchase
agreements may be viewed as a form of borrowing.
Short Sales.
A short sale is a transaction in which a Fund sells a security it may not own in
anticipation of a decline in market
value of that security. When a Fund makes a short sale, the proceeds it receives
are retained by the broker until
the Fund replaces the borrowed security. In order to deliver the security to the
buyer, a Fund must arrange through
a broker to borrow the security and, in so doing, the Fund becomes obligated to
replace the security borrowed
at its market price at the time of replacement, whatever that price may be. A
Fund’s ability to enter into short
sales transactions is limited by the requirements of the 1940 Act.
Short
positions in futures and options create opportunities to increase a Fund’s
return but, at the same time, involve special
risk considerations and may be considered speculative. Since a Fund in effect
profits from a decline in the price
of the futures or options sold short without having to invest the full purchase
price of the futures or options on
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the
date of the short sale, a Fund’s NAV per share will tend to increase more when
the futures or options it has sold short
decrease in value, and to decrease more when the futures or options it has sold
short increase in value, than would
otherwise be the case if it had not engaged in such short sales. Short sales
theoretically involve unlimited loss potential,
as the market price of futures or options sold short may continuously increase,
although a Fund may mitigate
such losses by replacing the futures or options sold short before the market
price has increased significantly.
Under adverse market conditions, a Fund might have difficulty purchasing futures
or options to meet its short
sale delivery obligations, and might have to sell portfolio securities to raise
the capital necessary to meet its short
sale obligations at a time when fundamental investment considerations would not
favor such sales.
If
a Fund makes a short sale “against the box,” it would not immediately deliver
the securities sold and would not receive
the proceeds from the sale. The seller is said to have a short position in the
securities sold until it delivers the securities
sold, at which time it receives the proceeds of the sale. A sub-adviser’s
decision to make a short sale “against
the box” may be a technique to hedge against market risks when the sub-adviser
believes that the price of a security
may decline, causing a decline in the value of a security owned by the Fund or a
security convertible into or exchangeable
for such security. In such case, any future losses in the Fund’s long position
would be reduced by a gain
in the short position. Short sale transactions may have adverse tax consequences
to a Fund and its shareholders.
As
short sale borrowings are “derivatives transactions” under Rule 18f-4, therefore
they are exempted from the requirements
of Section 18 of the 1940 Act.
Warrants.
Warrants are instruments, typically issued with preferred stock or bonds, that
give the holder the right to purchase
a given number of shares of common stock at a specified price, usually during a
specified period of time. The
price usually represents a premium over the applicable market value of the
common stock at the time of the warrant’s
issuance. Warrants have no voting rights with respect to the common stock,
receive no dividends and have no
rights with respect to the assets of the issuer. Warrants do not pay a fixed
dividend. Investments in warrants involve
certain risks, including the possible lack of a liquid market for the resale of
the warrants, potential price fluctuations
as a result of speculation or other factors and failure of the price of the
common stock to rise. A warrant becomes
worthless if it is not exercised within the specified time period.
When-Issued and Delayed-Delivery Transactions
and Forward Commitments.
Certain securities may be purchased or sold
on a when-issued or delayed-delivery basis, and contracts to purchase or sell
securities for a fixed price at a future
date beyond customary settlement time may also be made. Delivery and payment on
such transactions normally
take place within 120 days after the date of the commitment to purchase.
Securities purchased or sold on a when-issued,
delayed-delivery or forward commitment basis involve a risk of loss if the value
of the security to be purchased
declines, or the value of the security to be sold increases, before the
settlement date.
Any
when-issued, forward-settling securities and non-standard settlement cycle
securities transaction will not be treated
as a senior securities if the Fund intends to physically settle the transaction
and the transaction will settle within
35 days of its trade date.
Under
Rule 18f-4 of the 1940 Act, a fund that is regulated as a money market fund
under Rule 2a-7 (such as the Funds)
is permitted to invest in a security on a when-issued or forward settling basis,
or with a nonstandard settlement
cycle, and the transaction will be deemed not to involve a “senior security,”
provided that (i) if the Fund intends
to physically settle the transaction and (ii) the transaction will settle within
35 days of its trade date.
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Other Risks
Large Shareholder
Risk.
To the extent a large number of shares of a Fund is held by a single shareholder
or a small group
of shareholders, the Fund is subject to the risk that redemption by those
shareholders of all or a large portion of
their shares will adversely affect the Fund’s performance by forcing the Fund to
sell securities, potentially at disadvantageous
prices, to raise the cash needed to satisfy such redemption requests. This risk
may be heightened during
periods of declining or illiquid markets, or to the extent that such large
shareholders have short investment horizons
or unpredictable cash flow needs. Such redemptions may also increase transaction
costs and/or have adverse
tax consequences for remaining shareholders. In certain situations, redemptions
by large shareholders may also
cause a Fund to liquidate.
Liquidation Risk.
There can be no assurance that a Fund will grow to or maintain a viable size
and, pursuant to the Declaration
of Trust, the Board is authorized to close and/or liquidate a Fund at any time.
In the event of the liquidation
of a Fund, the expenses, timing and tax consequences of such liquidation may not
be favorable to some or
all of the Fund’s shareholders.
In
addition to the possibility that redemptions by large shareholders may cause a
Fund to liquidate (as discussed above),
other factors and events that may lead to the liquidation of a Fund include
changes in laws or regulations governing
the Fund or affecting the type of assets in which the Fund invests, or economic
developments or trends having
a significant adverse impact on the business or operations of the
Fund.