2022-10-26TaxableFixedIncomeFunds-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, 2023 |
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 Yield Bond Fund1
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SSTHX |
WFHYX |
- |
- |
WDHYX |
STYIX |
Allspring
Ultra Short-Term Income Fund |
SADAX |
WUSTX |
WUSNX |
- |
WUSDX |
SADIX |
1. |
Effective
January 17, 2023, the Allspring Short-Term High Yield Bond Fund will be
renamed the Allspring Short-Term High Income
Fund. |
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,
2023. 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,
2022, are hereby incorporated by reference to the Funds’ Annual
Reports dated
as of
August 31,
2022. 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.
INCMS2/FASAI18
1-23
Table
of Contents
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Taxable
Fixed Income Funds
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
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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.
The
Short-Term
High Yield Bond 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
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.
(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.
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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 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 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
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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.
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.
On October
28, 2020, the SEC adopted Rule 18f-4 under the 1940 Act providing for the
regulation of a registered investment
company’s use of derivatives and certain related instruments. Under Rule 18f-4 a
fund’s derivatives exposure is
limited through a value-at-risk test. Funds whose use of derivatives is more
than a limited specified exposure
amount are required to adopt and implement a comprehensive derivatives risk
management program, subject to
oversight by a fund’s board of trustees, and appoint a derivatives risk manager.
Subject to certain conditions,
limited derivatives users (as defined in Rule 18f-4), however, would not be
subject to the full requirements
of Rule 18f-4. In connection with the adoption of Rule 18f-4, the SEC also
eliminated the asset segregation
framework arising from prior SEC guidance for covering derivatives and certain
financial instruments. Compliance
with Rule 18f-4 will not be required until August 19, 2022. As the Funds come
into compliance, the Funds’
approaches to asset segregation and coverage requirements will be impacted. In
addition, Rule 18f-4 could restrict a
Fund’s abilities to engage in certain derivatives transactions and/or increase
the costs of such derivatives transactions,
which could adversely affect the value or performance of the Fund.
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, 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 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
8 |
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Fixed Income Funds |
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 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 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
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|
Taxable
Fixed Income Funds |
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.
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.
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
12 |
|
Taxable
Fixed Income Funds |
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 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 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.
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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 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 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
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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 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 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.
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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.
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.
LIBOR Transition. The Funds’
investments, payment obligations and financing terms may be based on floating
rates, such as
London Inter-bank Offered Rate (“LIBOR”), Euro Interbank Offered Rate
(“EURIBOR”) and other similar types of
reference rates (each, a “Reference Rate”). On July 27, 2017, the Chief
Executive of the U.K. Financial Conduct Authority
(“FCA”), which regulates LIBOR, announced that the FCA will no longer persuade
nor compel banks to submit
rates for the calculation of LIBOR and certain other Reference Rates after 2021.
On March 5, 2021, the FCA and the ICE
Benchmark Administration (“IBA”) announced that most LIBOR settings will no
longer be published after December
31, 2021 and a majority of U.S. dollar LIBOR settings will cease publication
after June 30, 2023. Specifically,
the IBA announced that all LIBOR settings will either cease to be provided by
any administrator, or no longer be
representative immediately after December 31, 2021, for all four LIBOR settings
(Great British Pound (“GBP”),
Euro, Swiss Franc and Japanese Yen) and for the one-week and two-month U.S.
dollar LIBOR settings, and immediately
after June 30, 2023 for the remaining U.S. dollar LIBOR settings, including
three-month U.S. dollar LIBOR.
While the FCA may consult on the issue of requiring the IBA to produce certain
LIBOR tenors on a synthetic basis, it
has announced that all 35 LIBOR settings will either cease to be provided by any
administrator or will no longer be
representative as of the dates published by the IBA. Various financial industry
groups have begun planning for that
transition and certain regulators and industry groups have taken actions to
establish alternative Reference Rates.
Replacement rates that have been identified include the Secured Overnight
Financing Rate (“SOFR”), which is intended to
replace U.S. dollar LIBOR and measures the cost of overnight borrowings through
repurchase agreement transactions
collateralized with U.S. Treasury securities, and the Sterling Overnight Index
Average Rate (“SONIA”), which is
intended to replace GBP LIBOR and measures the overnight interest rate paid by
banks for unsecured transactions
in the sterling market, although other replacement rates could be adopted by
market participants.
The
termination of certain Reference Rates presents risks to the Funds. At this
time, it is not possible to exhaustively identify or
predict the effect of any such changes, any establishment of alternative
Reference Rates or any other reforms to
Reference Rates that may be enacted in the UK or elsewhere. The elimination of a
Reference Rate, or any other
changes or reforms to the determination or supervision of Reference Rates, could
have an adverse impact on the market
for, or value of any, securities or payments linked to those Reference Rates and
other financial obligations held by a
Fund, or on its overall financial condition or results of operations. In
addition, any substitute Reference Rate, and
any pricing adjustments imposed by a regulator or by counterparties or
otherwise, may adversely affect a Fund’s
performance and/or net asset value.
Negative Interest
Rates. Certain
countries have recently 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. Negative interest rates
may become more prevalent
among non-U.S. issuers, and potentially within the U.S. 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
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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.
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 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 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
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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. 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 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.
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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 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.
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
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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 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 Yield Bond 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 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
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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 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.
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
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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.
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.
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 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
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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.
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 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
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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 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 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
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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 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 Chinese
government has taken positions that prevent the U.S. Public Company Accounting
Oversight Board (“PCAOB”)
from inspecting the audit work and practices of accounting firms in mainland
China and Hong Kong for compliance
with U.S. law and professional standards. 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 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
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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, 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 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
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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 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”). 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. Aspects of the EU-United Kingdom trade relationship remain
subject to further
negotiation.
Due to political uncertainty, it is not possible to anticipate the form or
nature of the future trading relationship
between the EU and the United Kingdom.
Since the
citizens of the United Kingdom voted via referendum to leave the EU in June
2016, global financial markets have
experienced significant volatility due to the uncertainty around Brexit. Even
with a new trading relationship having been
established, there will likely 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.
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.
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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 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. 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
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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 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 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
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Environmental, Social and Governance (“ESG”)
Considerations. As a
firm, Allspring Global Investments (“Allspring”) believes
that considering ESG issues and sustainability themes in its investment
strategies and stewardship activities enhances
its ability to manage risk more comprehensively and generate sustainable
long-term returns. To that end, Allspring
portfolio managers are provided with access to various forms of ESG-related
data, which, where appropriate,
they may incorporate into their investment processes in ways that are consistent
with their asset classes and
strategies. For example, teams may integrate ESG-related information into
different aspects of their investment
analysis, including industry analysis, management quality assessment, company
strategy analysis, or fair value
analysis, which may include adjustments to forecasted company financials (such
as sales or operating costs), or
valuation model variables (such as discount rates or terminal values).
Additionally, direct communication with company
management teams on a range of issues, including ESG and sustainability issues,
is often an important component
of their extensive independent fundamental research.
In addition
to ESG data from external sources, Allspring investment teams may have developed
their own processes, which may
include scoring, to assess ESG and sustainability risks. An example is our ESG
scoring framework called ESGiQ,
which applies insights from its research analysts and contributes to
communication, idea sharing, and collaboration
across Allspring’s global platform. ESGiQ leverages the Sustainability
Accounting Standards Board (SASB)
materiality framework and builds upon it to focus analysis on issues believed to
most likely affect a company’s financial
condition, operating performance or risk profile.
A Fund that
takes into consideration sustainability and/or ESG characteristics may forgo
investments or make investments
that differ from an otherwise similar investment strategy that does not take
such considerations into account.
These actions may cause a Fund to perform differently than otherwise similar
funds, or the market as a whole. ESG
data, including that from third-party data providers, may be incomplete,
inaccurate or unavailable. As a result,
there is a risk that a portfolio manager may incorrectly assess a security or
issuer. Funds that do not have ESG-focused
strategies may consider ESG related factors when evaluating a security for
purchase but are not prohibited
from purchasing or continuing to hold securities that do not meet specified ESG
criteria.
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.
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.
In October
2020, the SEC adopted a new regulatory framework, including new Rule 12d1-4
under the 1940 Act, for fund-of-funds
arrangements. This new regulatory framework included, among other things, the
rescission of certain SEC
exemptive orders and rules permitting investments in excess of the statutory
limits and the withdrawal of certain
related SEC staff no-action letters. While this new regulatory framework permits
the Funds to enter into more types of
fund-of-funds structures and to invest in other investment companies beyond the
statutory limits without an exemptive
order, it also imposes several conditions, including: (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. These
regulatory changes may adversely impact a Fund’s investment strategies and
operations to the extent that it invests, or
might otherwise have invested, in shares of other investment companies or
private funds (including investments
that rely on exclusions in Sections 3(c)(1) or 3(c)(7) of the 1940 Act from the
definition of investment company).
In addition, these regulatory changes may adversely impact a Fund’s investment
strategies and operations
to the extent that it is invested in by other investment companies or it invests
in other investment companies
or private funds in reliance on Rule 12d1-4 or Section 12(d)(1)(G).
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
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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 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 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.
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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 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 net 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 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
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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 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.
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.
After a
Fund liquidation is announced, such Fund may begin to experience greater
redemption activity as the Fund approaches
its liquidation date. As portfolio managers effect portfolio transactions to
meet redemptions and prepare the Fund
for liquidation, the Fund may not meet its investment objective and principal
investment strategies. The Fund will
incur transaction costs as a result of these portfolio transactions which will
indirectly be borne by the Fund’s
shareholders. The Fund may be required to make a distribution of income and
capital gains realized, if any, from
liquidating its portfolio. It is anticipated that any distribution would be paid
to shareholders prior to liquidation. Shareholders
of the Fund on the date of liquidation would receive a distribution of their
account proceeds on the settlement
date in complete redemption of their shares. In the event of a liquidation,
please consult with a tax advisor to
determine your specific tax consequences, if any.
Operational and Cybersecurity
Risks. Fund
operations, including business, financial, accounting, data processing
systems or
other operating systems and facilities may be disrupted, disabled or damaged as
a result of a number of factors,
including events that are wholly or partially beyond our control. For example,
there could be electrical or telecommunications
outages; degradation or loss of internet or web services; natural disasters,
such as earthquakes, tornados
and hurricanes; disease pandemics; or events arising from local or larger scale
political or social events, as well as
terrorist acts.
The Funds
are also subject to the risk of potential cyber incidents, which may include,
but are not limited to, the harming of
or unauthorized access to digital systems (for example, through “hacking” or
infection by computer viruses or
other malicious software code), denial-of-service attacks on websites, and the
inadvertent or intentional release of
confidential or proprietary information. Cyber incidents may, among other
things, harm Fund operations, result in
financial losses to a Fund and its shareholders, cause the release of
confidential or highly restricted
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Taxable
Fixed Income Funds |
information,
and result in regulatory penalties, reputational damage, and/or increased
compliance, reimbursement or other
compensation costs. Fund operations that may be disrupted or halted due to a
cyber incident include trading,
the processing of shareholder transactions, and the calculation of a Fund’s net
asset value.
Issues
affecting operating systems and facilities through cyber incidents, any of the
scenarios described above, or other
factors, may harm the Funds by affecting a Fund’s manager, sub-adviser(s), or
other service providers, or issuers of
securities in which a Fund invests. Although the Funds have business continuity
plans and other safeguards
in place, including what the Funds believe to be robust information security
procedures and controls, there is no
guarantee that these measures will prevent cyber incidents or prevent or
ameliorate the effects of significant
and widespread disruption to our physical infrastructure or operating systems.
Furthermore, the Funds cannot
directly control the security or other measures taken by unaffiliated service
providers or the issuers of securities
in which the Funds invest. Such risks at issuers of securities in which the
Funds invest could result in material
adverse consequences for such issuers, and may cause a Fund’s investment in such
securities to lose value.
COVID-19/Coronavirus. In
2019, an outbreak of respiratory disease caused by a novel coronavirus was
detected in Wuhan City,
Hubei Province, China and has since spread globally. The disease, coronavirus
disease 2019 (abbreviated
as “COVID-19”), and concern about its spread resulted in disruptions to global
markets, including through
border closings, restrictions on travel and large gatherings, expedited and
enhanced health screenings, quarantines,
cancellations, business and school closings, disruptions to employment and
supply chains, reduced productivity, and
reduced customer and client activity in multiple markets and sectors. On March
11, 2020, the World
Health Organization announced that it had made the assessment that
COVID-19 can be characterized as a pandemic.
The impacts of COVID-19, and other epidemics and pandemics that may arise in the
future, could adversely
affect the economies of many nations, particular regions, or the entire global
economy, individual companies
and investment products, and the market in general. The full extent of such
impacts cannot necessarily be foreseen
at the present time. The impacts may last for an extended period of time, and
may exacerbate other pre-existing
political, social and economic risks in certain countries. The risk of further
spreading of COVID-19, and new
variants of COVID-19, has led to significant changes in the global market place
and resulted in volatility in the financial
markets. The value of a Fund and the securities in which a Fund invests may be
adversely affected by impacts
caused by COVID-19, including variants thereof, and other epidemics and
pandemics that may arise in the future.
TRUSTEES
AND OFFICERS
The
following information supplements, and should be read in conjunction with, the
section in each
Prospectus entitled
“Management of the Funds.”
General
The
following table provides basic information about the Trustees and those Officers
of the Trust who perform policy-making
functions. Each of the Trustees and Officers listed below acts in identical
capacities for the Allspring
family of
funds which consists of, as of August 31,
2022, 124 series
comprising Allspring
Funds Trust, Allspring
Variable
Trust, Allspring
Master Trust and four closed-end funds (collectively the “Fund Complex” or
the “Trusts”). The
business address of each Trustee and Officer is 525 Market Street, 12th Floor,
San Francisco, CA 94105. Each Trustee and
Officer serves an indefinite term, with the Trustees subject to retirement from
service as required pursuant to
the Trust’s retirement policy at the end of the calendar year in which a Trustee
turns 75.
Information
for Trustees, all of whom are not “interested” persons of the Trust, as that
term is defined under the 1940 Act
(“Independent Trustees”), appears below. In addition to the Officers listed
below, the Funds have appointed an
Anti-Money Laundering Compliance Officer.
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Name
and Year of Birth |
Position
Held with
Registrant/Length
of Service1
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Principal
Occupation(s) During Past 5 Years or Longer |
Current
Other Public Company or Investment
Company Directorships |
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