2022-04-19MoneyMarketFund_ClassAC_StatPro_8122
Statement
of Additional Information
John
Hancock Current Interest
John
Hancock Funds III
John
Hancock Investment Trust
August 1,
2022
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A |
C |
I |
R2 |
R4 |
R5 |
R6 |
NAV |
1 |
John
Hancock Current Interest |
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John
Hancock Money Market Fund |
JHMXX |
JMCXX |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
John
Hancock Funds III |
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John
Hancock Disciplined Value Fund |
JVLAX |
JVLCX |
JVLIX |
JDVPX |
JDVFX |
JDVVX |
JDVWX |
JDVNX |
N/A |
John
Hancock Disciplined Value Mid Cap Fund |
JVMAX |
JVMCX |
JVMIX |
JVMSX |
JVMTX |
N/A |
JVMRX |
— |
N/A |
John
Hancock Global Shareholder Yield Fund |
JGYAX |
JGYCX |
JGYIX |
JGSRX |
N/A |
N/A |
JGRSX |
— |
N/A |
John
Hancock International Growth Fund |
GOIGX |
GONCX |
GOGIX |
JHIGX |
JIGIX |
N/A |
JIGTX |
JIGHX |
GOIOX |
John
Hancock U.S. Growth Fund |
JSGAX |
JSGCX |
JSGIX |
JSGRX |
JHSGX |
N/A |
JSGTX |
— |
N/A |
John
Hancock Investment Trust |
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John
Hancock Diversified Real Assets Fund |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
— |
N/A |
John
Hancock Fundamental Equity Income Fund |
— |
— |
JHFEX |
N/A |
N/A |
N/A |
— |
— |
N/A |
John
Hancock Mid Cap Growth Fund |
JACJX |
JACLX |
JACBX |
N/A |
N/A |
N/A |
JACEX |
JACFX |
N/A |
This
Statement of Additional Information (“SAI”) provides information about each fund
listed above (each a “fund” and collectively, the “funds”). Each fund is a
series of the Trust indicated above. The information in this SAI is in addition
to the information that is contained in each fund’s prospectus dated
August 1, 2022, as amended
and supplemented from time to time (collectively, the “Prospectus”).
The funds
may offer other share classes that are
described in separate prospectuses and SAIs.
This SAI is
not a prospectus. It should be read in conjunction with the Prospectus. This SAI
incorporates by reference the financial statements of each fund
(other than
Fundamental Equity Income Fund, which commenced operations on June 24,
2022) for the
period ended March 31, 2022, as well as
the related
opinion of the fund’s independent registered public accounting firm, as included
in the fund’s most recent annual report to shareholders (each an
“Annual Report”). The financial statements of each fund for the fiscal period
ended March 31, 2022 are
available through the link(s) in the following
table:
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Form
N-CSR filed May 19, 2022 for: John
Hancock Money Market Fund |
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Form
N-CSR filed May 19, 2022 for: John
Hancock Disciplined Value Fund John
Hancock Disciplined Value Mid Cap Fund John
Hancock Global Shareholder Yield Fund John
Hancock International Growth Fund John
Hancock U.S. Growth Fund |
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Form
N-CSR filed May 19, 2022 for: John
Hancock Diversified Real Assets Fund John
Hancock Mid Cap Growth Fund |
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A copy of a
Prospectus or an Annual Report can be obtained free of charge by
contacting:
John
Hancock Signature Services, Inc.
P.O. Box
219909
Kansas
City, MO 64121-9909
Manulife,
Manulife Investment Management, Stylized M Design, and Manulife Investment
Management & Stylized M Design are trademarks of The Manufacturers Life
Insurance
Company and are used by its affiliates under license.
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JH1031SAI |
800-225-5291
jhinvestments.com
GLOSSARY
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Term |
Definition |
“1933
Act” |
the
Securities Act of 1933, as amended |
“1940
Act” |
the
Investment Company Act of 1940, as amended |
“Advisers
Act” |
the
Investment Advisers Act of 1940, as amended |
“Advisor” |
John
Hancock Investment Management LLC (formerly, John Hancock Advisers,
LLC), 200 Berkeley Street, Boston, Massachusetts 02116 |
“Advisory
Agreement” |
an
investment advisory agreement or investment management contract
between
the Trust and the Advisor |
“Affiliated
Subadvisors” |
Manulife
Investment Management (North America) Limited and Manulife Investment
Management (US) LLC, as applicable |
“affiliated
underlying funds” |
underlying
funds that are advised by John Hancock’s investment advisor or
its
affiliates |
“BDCs” |
business
development companies |
“Board” |
Board
of Trustees of the Trust |
“Bond
Connect” |
Mutual
Bond Market Access between Mainland China and Hong Kong |
“Brown
Brothers Harriman” |
Brown
Brothers Harriman & Co. |
“CATS” |
Certificates
of Accrual on Treasury Securities |
“CBOs” |
Collateralized
Bond Obligations |
“CCO” |
Chief
Compliance Officer |
“CDSC” |
Contingent
Deferred Sales Charge |
“CEA” |
the
Commodity Exchange Act, as amended |
“China
A-Shares” |
Chinese
stock exchanges |
“CIBM” |
China
interbank bond market |
“CLOs” |
Collateralized
Loan Obligations |
“CMOs” |
Collateralized
Mortgage Obligations |
“Code” |
the
Internal Revenue Code of 1986, as amended |
“COFI
floaters” |
Cost
of Funds Index |
“CPI” |
Consumer
Price Index |
“CPI-U” |
Consumer
Price Index for Urban Consumers |
“CPO” |
Commodity
Pool Operator |
“CFTC” |
Commodity
Futures Trading Commission |
“Citibank” |
Citibank,
N.A., 388 Greenwich Street, New York, NY 10013 |
“Distributor” |
John
Hancock Investment Management Distributors LLC (formerly, John
Hancock
Funds, LLC), 200 Berkeley Street, Boston, Massachusetts
02116 |
“EMU” |
Economic
and Monetary Union |
“ETFs” |
Exchange-Traded
Funds |
“ETNs” |
Exchange-Traded
Notes |
“EU” |
European
Union |
“Fannie
Mae” |
Federal
National Mortgage Association |
“FHFA” |
Federal
Housing Finance Agency |
“FHLBs” |
Federal
Home Loan Banks |
“FICBs” |
Federal
Intermediate Credit Banks |
“Fitch” |
Fitch
Ratings |
“Freddie
Mac” |
Federal
Home Loan Mortgage Corporation |
“funds”
or “series” |
The
John Hancock funds within this SAI as noted on the front cover and as
the
context may require |
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Term |
Definition |
“GNMA” |
Government
National Mortgage Association |
“HKSCC” |
Hong
Kong Securities Clearing Company |
“IOs” |
Interest-Only |
“IRA” |
Individual
Retirement Account |
“IRS” |
Internal
Revenue Service |
“JHCT” |
John
Hancock Collateral Trust |
“JH
Distributors” |
John
Hancock Distributors, LLC |
“JHLICO
New York” |
John
Hancock Life Insurance Company of New York |
“JHLICO
U.S.A.” |
John
Hancock Life Insurance Company (U.S.A.) |
“LOI” |
Letter
of Intention |
“LIBOR” |
London
Interbank Offered Rate |
“MAAP” |
Monthly
Automatic Accumulation Program |
“Manulife
Financial” or “MFC” |
Manulife
Financial, a publicly traded company based in Toronto,
Canada |
“Manulife
IM (NA)” |
Manulife
Investment Management (North America) Limited (formerly, John Hancock
Asset Management a Division of Manulife Asset Management (North
America) Limited) |
“Manulife
IM (US)” |
Manulife
Investment Management (US) LLC (formerly, John Hancock Asset Management
a Division of Manulife Asset Management (US) LLC) |
“MiFID
II” |
Markets
in Financial Instruments Directive |
“Moody’s” |
Moody’s
Investors Service, Inc |
“NAV” |
Net
Asset Value |
“NRSRO” |
Nationally
Recognized Statistical Rating Organization |
“NYSE” |
New
York Stock Exchange |
“OID” |
Original
Issue Discount |
“OTC” |
Over-The-Counter |
“PAC” |
Planned
Amortization Class |
“PFS” |
Personal
Financial Services |
“POs” |
Principal-Only |
“PRC” |
People’s
Republic of China |
“REITs” |
Real
Estate Investment Trusts |
“RIC” |
Regulated
Investment Company |
“RPS” |
John
Hancock Retirement Plan Services |
“SARSEP” |
Salary
Reduction Simplified Employee Pension Plan |
“SEC” |
Securities
and Exchange Commission |
“SEP” |
Simplified
Employee Pension |
“SIMPLE” |
Savings
Incentive Match Plan for Employees |
“S&P” |
S&P
Global Ratings |
“SLMA” |
Student
Loan Marketing Association |
“SPACs” |
Special
Purpose Acquisition Companies |
“State
Street” |
State
Street Bank and Trust Company,
State Street Financial Center, One Lincoln
Street, Boston, Massachusetts 02111 |
“Stock
Connect” |
Hong
Kong Stock Connect Program |
“subadvisor” |
Any
subadvisors employed by John Hancock within this SAI as noted in
Appendix
B and as the context may require |
“TAC” |
Target
Amortization Class |
“TIGRs” |
Treasury
Receipts, Treasury Investors Growth
Receipts |
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Term |
Definition |
“Trust” |
John
Hancock Bond Trust John
Hancock California Tax-Free Income Fund John
Hancock Capital Series John
Hancock Current Interest John
Hancock Exchange-Traded Fund Trust John
Hancock Funds II John
Hancock Funds III John
Hancock Investment Trust John
Hancock Investment Trust II John
Hancock Municipal Securities Trust John
Hancock Sovereign Bond Fund John
Hancock Strategic Series John
Hancock Variable Insurance Trust |
“TSA” |
Tax-Sheltered
Annuity |
“unaffiliated
underlying funds” |
underlying
funds that are advised by an entity other than John Hancock’s investment
advisor or its affiliates |
“underlying
funds” |
funds
in which the funds of funds invest |
“UK” |
United
Kingdom |
ORGANIZATION
OF THE TRUSTS
Each Trust
is organized as a Massachusetts business trust under the laws of The
Commonwealth of Massachusetts and is an open-end management investment
company registered under the 1940 Act.
U.S. Growth
Fund is a non-diversified series of its respective Trust and each other fund is
a diversified
series of its respective Trust, as those terms are used in the 1940 Act, and as
interpreted or modified by regulatory authority having jurisdiction,
from time to time. The
following table sets forth the date each Trust was organized:
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Trust |
Date
of Organization |
John
Hancock Current Interest |
October
8, 1991 |
John
Hancock Funds III |
June
10, 2005 |
John
Hancock Investment Trust |
December
21, 1984 |
The Advisor
is a Delaware limited liability company whose principal offices are located at
200 Berkeley Street, Boston, Massachusetts 02116. The Advisor is
registered as an investment advisor under the Advisers Act. The Advisor is an
indirect principally owned subsidiary of JHLICO U.S.A. JHLICO U.S.A. and
its subsidiaries today offer a broad range of financial products, including life
insurance, annuities, 401(k) plans, long-term care insurance, college
savings, and other forms of business insurance. Additional information about
John Hancock may be found on the Internet at johnhancock.com. The
ultimate controlling parent of the Advisor is MFC, a publicly traded company
based in Toronto, Canada. MFC is the holding company of The Manufacturers
Life Insurance Company and its subsidiaries, collectively known as Manulife
Financial.
The Advisor
has retained for each fund a subadvisor that is responsible for providing
investment advice to the fund subject to the review of the Board and the
overall supervision of the Advisor.
Manulife
Financial is a leading international financial services group with principal
operations in Asia, Canada, and the United States. Operating primarily
as John Hancock in the United States and Manulife elsewhere, it provides
financial protection products and advice, insurance, as well as wealth and
asset management services through its extensive network of solutions for
individuals, groups, and institutions. Its global
headquarters are in Toronto,
Canada, and it trades as ‘MFC’ on the Toronto Stock Exchange, NYSE, and the
Philippine Stock Exchange, and under ‘945’ in Hong Kong. Manulife
Financial can be found on the Internet at manulife.com.
The
following table sets forth each fund’s inception date:
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Fund |
Commencement
of Operations |
Disciplined
Value Fund |
January
2, 1997 (predecessor fund inception date; became a series of the
Trust
on December 19, 2008) |
Disciplined
Value Mid Cap Fund |
June
2, 1997 (predecessor fund inception date; became a series of the
Trust
on July 12, 2010) |
Diversified
Real Assets Fund |
February
26, 2018 |
Fundamental
Equity Income Fund |
June
24, 2022 |
Global
Shareholder Yield Fund |
March
1, 2007 |
International
Growth Fund |
June
12, 2006 |
Mid
Cap Growth Fund |
October
17, 2005 (predecessor fund inception date; became a series of the
Trust on October 18, 2021) |
Money
Market Fund |
December
22, 1994 |
U.S.
Growth Fund |
December
20, 2011 |
If a fund
or share
class has been
in operation for a period that is shorter than the three-year fiscal period
covered in this SAI, information is provided for the period
the fund or share
class, as applicable, was in
operation.
ADDITIONAL
INVESTMENT POLICIES AND OTHER INSTRUMENTS
The
principal strategies and risks of investing in each fund are described in the
applicable Prospectus. Unless otherwise stated in the applicable Prospectus
or this SAI, the investment objective and policies of the funds may be changed
without shareholder approval. Each fund may invest in the instruments
below, and such instruments and investment policies apply to each fund, but only
if and to the extent that such policies are consistent with and
permitted by a fund’s investment objective and policies. Each fund may also have
indirect exposure to the instruments described below through
derivative contracts, if applicable. By owning shares of the underlying funds,
each fund of funds indirectly invests in the securities and instruments
held by the underlying funds and bears the same risks of such underlying
funds.
As
described more fully in its Prospectus, Money Market Fund operates as a
“government money market fund” in accordance with Rule 2a-7 under the
1940 Act
and, under normal market conditions, invests at least 99.5% of its total assets
in cash, U.S. government securities, and/or repurchase agreements
that are fully collateralized by U.S. government securities or cash. As a
fundamental policy, Money Market Fund may not invest more than 25% of its
total assets in obligations issued by: (i) foreign banks; and (ii) foreign
branches of U.S. banks where the subadvisor has determined that the
U.S. bank
is not unconditionally responsible for the payment obligations of the foreign
branch. This investment limitation is fundamental and may only be changed
with shareholder approval.
Asset-Backed
Securities
The
securitization techniques used to develop mortgage securities also are being
applied to a broad range of other assets. Through the use of trusts and special
purpose corporations, automobile and credit card receivables are being
securitized in pass-through structures similar to mortgage pass-through
structures or in a pay-through structure similar to the CMO
structure.
Generally,
the issuers of asset-backed bonds, notes or pass-through certificates are
special purpose entities and do not have any significant assets other than
the receivables securing such obligations. In general, the collateral supporting
asset-backed securities is of a shorter maturity than that of mortgage
loans. As a result, investment in these securities should be subject to less
volatility than mortgage securities. Instruments backed by pools of
receivables are similar to mortgage-backed securities in that they are subject
to unscheduled prepayments of principal prior to maturity. When the obligations
are prepaid, a fund must reinvest the prepaid amounts in securities with the
prevailing interest rates at the time. Therefore, a fund’s ability to maintain
an investment including high-yielding asset-backed securities will be affected
adversely to the extent that prepayments of principal must be
reinvested in securities that have lower yields than the prepaid obligations.
Moreover, prepayments of securities purchased at a premium could result in a
realized loss. Unless
otherwise stated in its Prospectus, a fund will only invest in asset-backed
securities rated, at the time of purchase, “AA” or better
by S&P or Fitch or “Aa” or better by Moody’s.
As with
mortgage securities, asset-backed securities are often backed by a pool of
assets representing the obligation of a number of different parties and use
similar credit enhancement techniques. For a description of the types of credit
enhancement that may accompany asset-backed securities, see “Types
of Credit Support” below. When a fund invests in asset-backed securities, it
will not limit its investments in asset-backed securities to those with credit
enhancements. Although asset-backed securities are not generally traded on a
national securities exchange, such securities are widely traded by
brokers and dealers, and will not be considered illiquid securities for the
purposes of the investment restriction on illiquid securities under the
sub-section “Illiquid Securities” in this section below.
Types of
Credit Support. To lessen
the impact of an obligor’s failure to make payments on underlying assets,
mortgage securities and asset-backed securities
may contain elements of credit support. Such credit support falls into two
categories:
• |
liquidity
protection; and |
Liquidity
protection refers to the provision of advances, generally by the entity
administering the pool of assets, to ensure that the pass-through of
payments
due on the underlying pool of assets occurs in a timely fashion. Default
protection provides protection against losses resulting from ultimate
default and
enhances the likelihood of ultimate payment of the obligations on at least a
portion of the assets in the pool. This protection may be provided
through guarantees, insurance policies or letters of credit obtained by the
issuer or sponsor from third parties, through various means of structuring
the transaction or through a combination of such approaches. A fund will not pay
any additional fees for such credit support, although the existence
of credit support may increase the price of a security.
Some
examples of credit support include:
• |
“senior-subordinated
securities” (multiple class securities with one or more classes
subordinate to other classes as to the payment of principal thereof
and interest thereon, with the result that defaults on the underlying
assets are borne first by the holders of the subordinated
class); |
• |
creation
of “reserve funds” (where cash or investments, sometimes funded from a
portion of the payments on the underlying assets, are held in reserve
against future losses); and |
• |
“over-collateralization”
(where the scheduled payments on, or the principal amount of, the
underlying assets exceed those required to make payment
on the securities and pay any servicing or other
fees). |
The ratings
of mortgage-backed securities and asset-backed securities for which third-party
credit enhancement provides liquidity protection or default
protection are generally dependent upon the continued creditworthiness of the
provider of the credit enhancement. The ratings of these securities
could be reduced in the event of deterioration in the creditworthiness of the
credit enhancement provider even in cases where the delinquency
and loss experienced on the underlying pool of assets is better than
expected.
The degree
of credit support provided for each issue is generally based on historical
information concerning the level of credit risk associated with the underlying
assets. Delinquency or loss greater than anticipated could adversely affect the
return on an investment in mortgage securities or asset-backed
securities.
Collateralized
Debt Obligations. CBOs,
CLOs, other collateralized debt obligations, and other similarly structured
securities (collectively, “CDOs”) are types
of asset-backed securities. A CBO is a trust that is often backed by a
diversified pool of high risk, below investment grade fixed-income securities.
The collateral can be from many different types of fixed-income securities such
as high yield debt, residential privately issued mortgage-related
securities, commercial privately issued mortgage-related securities, trust
preferred securities and emerging market debt. A CLO is a trust typically
collateralized by a pool of loans, which may include, among others, domestic and
foreign senior secured loans, senior unsecured loans, and subordinate
corporate loans, including loans that may be rated below investment grade or
equivalent unrated loans. Other CDOs are trusts backed by other types
of assets representing obligations of various parties. CDOs may charge
management fees and administrative expenses.
In a CDO
structure, the cash flows from the trust are split into two or more portions,
called tranches, varying in risk and yield. The riskiest portion is the
“equity”
tranche which bears the bulk of defaults from the bonds or loans in the trust
and serves to protect the other, more senior tranches from
default in
all but the most severe circumstances. Since it is partially protected from
defaults, a senior tranche from a CDO trust typically has a higher rating and
lower yield than its underlying securities, and can be rated investment grade.
Despite the protection from the equity tranche, CDO tranches can
experience substantial losses due to actual defaults, increased sensitivity to
defaults due to collateral default and disappearance of protecting tranches,
market anticipation of defaults, as well as aversion to CDO securities as a
class. In the case of all CDO tranches, the market prices of and yields on
tranches with longer terms to maturity tend to be more volatile than those of
tranches with shorter terms to maturity due to the greater volatility
and uncertainty of cash flows.
Brady
Bonds
Brady Bonds
are debt securities issued under the framework of the “Brady Plan,” an
initiative announced by former U.S. Treasury Secretary Nicholas F. Brady in
1989 as a mechanism for debtor nations to restructure their outstanding external
commercial bank indebtedness. The Brady Plan framework,
as it has developed, involves the exchange of external commercial bank debt for
newly issued bonds (“Brady Bonds”). Brady Bonds also may be
issued in respect of new money being advanced by existing lenders in connection
with the debt restructuring. Brady Bonds issued to date generally
have maturities between 15 and 30 years from the date of issuance and have
traded at a deep discount from their face value. In addition to Brady
Bonds, investments in emerging market governmental obligations issued as a
result of debt restructuring agreements outside of the scope of the Brady
Plan are available.
Agreements
implemented under the Brady Plan to date are designed to achieve debt and
debt-service reduction through specific options negotiated by a debtor
nation with its creditors. As a result, the financial packages offered by each
country differ. The types of options have included:
• |
the
exchange of outstanding commercial bank debt for bonds issued at 100% of
face value that carry a below-market stated rate of interest (generally
known as par bonds); |
• |
bonds
issued at a discount from face value (generally known as discount
bonds); |
• |
bonds
bearing an interest rate which increases over time;
and |
• |
bonds
issued in exchange for the advancement of new money by existing
lenders. |
Discount
bonds issued to date under the framework of the Brady Plan have generally borne
interest computed semiannually at a rate equal to 13/16th of one
percent above current six-month LIBOR. Regardless of the stated face amount and
interest rate of the various types of Brady Bonds, when investing
in Brady Bonds, a fund will purchase Brady Bonds in secondary markets in which
the price and yield to the investor reflect market conditions at the time
of purchase.
Certain
sovereign bonds are entitled to “value recovery payments” in certain
circumstances, which in effect constitute supplemental interest payments
but
generally are not collateralized. Certain Brady Bonds have been collateralized
as to principal due at maturity (typically 15 to 30 years from the date of
issuance) by U.S. Treasury zero coupon bonds with a maturity equal to the final
maturity of such Brady Bonds, although the collateral is not available
to investors until the final maturity of the Brady Bonds. Collateral purchases
are financed by the International Monetary Fund (the “IMF”), the World Bank
and the debtor nations’ reserves. In addition, interest payments on certain
types of Brady Bonds may be collateralized by cash or high-grade
securities in amounts that typically represent between 12 and 18 months of
interest accruals on these instruments, with the balance of the interest
accruals being uncollateralized.
A fund may
purchase Brady Bonds with no or limited collateralization, and must rely for
payment of interest and (except in the case of principal collateralized
Brady Bonds) principal primarily on the willingness and ability of the foreign
government to make payment in accordance with the terms of the
Brady Bonds.
Brady Bonds
issued to date are purchased and sold in secondary markets through U.S.
securities dealers and other financial institutions and are generally
maintained through European transactional securities depositories. A substantial
portion of the Brady Bonds and other sovereign debt securities
in which a fund invests are likely to be acquired at a discount.
Canadian
and Provincial Government and Crown Agency Obligations
Canadian
Government Obligations. Canadian
government obligations are debt securities issued or guaranteed as to principal
or interest by the government
of Canada pursuant to authority granted by the Parliament of Canada and approved
by the Governor in Council, where necessary. These securities
include treasury bills, notes, bonds, debentures and marketable government of
Canada loans.
Canadian
Crown Obligations. Canadian
Crown agency obligations are debt securities issued or guaranteed by a Crown
corporation, company or agency
(“Crown Agencies”) pursuant to authority granted by the Parliament of Canada and
approved by the Governor in Council, where necessary. Certain
Crown Agencies are by statute agents of Her Majesty in right of Canada, and
their obligations, when properly authorized, constitute direct obligations
of the government of Canada. These obligations include, but are not limited to,
those issued or guaranteed by the:
• |
Export
Development Corporation; |
• |
Farm
Credit Corporation; |
• |
Federal
Business Development Bank; and |
• |
Canada
Post Corporation. |
In
addition, certain Crown Agencies that are not, by law, agents of Her Majesty may
issue obligations that, by statute, the Governor in Council may authorize
the Minister of Finance to guarantee on behalf of the government of Canada.
Other Crown Agencies that are not, by law, agents of Her Majesty may
issue or guarantee obligations not entitled to be guaranteed by the government
of Canada. No assurance can be given that the
government
of Canada will support the obligations of Crown Agencies that are not agents of
Her Majesty, which it has not guaranteed, since it is not obligated
to do so by law.
Provincial
Government Obligations. Provincial
Government obligations are debt securities issued or guaranteed as to principal
or interest by the government
of any province of Canada pursuant to authority granted by the provincial
Legislature and approved by the Lieutenant Governor in Council of such
province, where necessary. These securities include treasury bills, notes, bonds
and debentures.
Provincial
Crown Agency Obligations. Provincial
Crown Agency obligations are debt securities issued or guaranteed by a
provincial Crown corporation,
company or agency (“Provincial Crown Agencies”) pursuant to authority granted by
the provincial Legislature and approved by the Lieutenant
Governor in Council of such province, where necessary. Certain Provincial Crown
Agencies are by statute agents of Her Majesty in right of a particular
province of Canada, and their obligations, when properly authorized, constitute
direct obligations of such province. Other Provincial Crown Agencies
that are not, by law, agents of Her Majesty in right of a particular province of
Canada may issue obligations that, by statute, the Lieutenant Governor in
Council of such province may guarantee, or may authorize the Treasurer thereof
to guarantee, on behalf of the government of such province.
Finally, other Provincial Crown Agencies that are not, by law, agencies of Her
Majesty may issue or guarantee obligations not entitled to be guaranteed
by a provincial government. No assurance can be given that the government of any
province of Canada will support the obligations of Provincial
Crown Agencies that are not agents of Her Majesty and that it has not
guaranteed, as it is not obligated to do so by law. Provincial Crown
Agency
obligations described above include, but are not limited to, those issued or
guaranteed by a:
• |
provincial
railway corporation; |
• |
provincial
hydroelectric or power commission or
authority; |
• |
provincial
municipal financing corporation or agency;
and |
• |
provincial
telephone commission or authority. |
Certificates
of Deposit, Time Deposits and Bankers’ Acceptances
Certificates
of Deposit.
Certificates of deposit are certificates issued against funds deposited in a
bank or a savings and loan. They are issued for a definite
period of time and earn a specified rate of return.
Time
Deposits. Time
deposits are non-negotiable deposits maintained in banking institutions for
specified periods of time at stated interest rates.
Bankers’
Acceptances. Bankers’
acceptances are short-term credit instruments evidencing the obligation of a
bank to pay a draft which has been drawn on it
by a customer. These instruments reflect the obligations both of the bank and of
the drawer to pay the face amount of the instrument upon maturity.
They are primarily used to finance the import, export, transfer or storage of
goods. They are “accepted” when a bank guarantees their payment at
maturity.
These
obligations are not insured by the Federal Deposit Insurance
Corporation.
Commercial
Paper and Short-Term Notes
Commercial
paper consists of unsecured promissory notes issued by corporations. Issues of
commercial paper and short-term notes will normally have
maturities of less than nine months and fixed rates of return, although such
instruments may have maturities of up to one year.
Variable
Amount Master Demand Notes.
Commercial paper obligations may include variable amount master demand notes.
Variable amount master
demand notes are obligations that permit the investment of fluctuating amounts
at varying rates of interest pursuant to direct arrangements between a
fund, as lender, and the borrower. These notes permit daily changes in the
amounts borrowed. The investing (i.e., “lending”) fund has the right to
increase the amount under the note at any time up to the full amount provided by
the note agreement, or to decrease the amount, and the borrower
may prepay up to the full amount of the note without penalty. Because variable
amount master demand notes are direct lending arrangements
between the lender and borrower, it is not generally contemplated that such
instruments will be traded. There is no secondary market for these
notes, although they are redeemable (and thus immediately repayable by the
borrower) at face value, plus accrued interest, at any time.
A subadvisor
will only invest in variable amount master demand notes issued by companies
that, at the date of investment, have an outstanding debt issue rated
“Aaa” or “Aa” by Moody’s or “AAA” or “AA” by S&P or Fitch, and that the
subadvisor has determined present minimal risk of loss. A subadvisor
will look generally at the financial strength of the issuing company as
“backing” for the note and not to any security interest or supplemental
source, such as a bank letter of credit. A variable amount master demand note
will be valued on each day a NAV is determined. The NAV generally
will be equal to the face value of the note plus accrued interest unless the
financial position of the issuer is such that its ability to repay the
note when
due is in question.
Conversion
of Debt Securities
In the
event debt securities held by a fund are converted to or exchanged for equity
securities, the fund may continue to hold such equity securities, but only if
and to the extent consistent with and permitted by its investment objective and
policies.
Convertible
Securities
Convertible
securities may include corporate notes or preferred securities. Investments in
convertible securities are not subject to the rating criteria with
respect to non-convertible debt obligations. As with all debt securities, the
market value of convertible securities tends to decline as interest rates
increase
and, conversely, to increase as interest rates decline. The market value of
convertible securities can also be heavily dependent upon the changing
value of the equity securities into which such securities are convertible,
depending on whether the market price of the underlying security exceeds the
conversion price. Convertible securities generally rank senior to common stocks
in an issuer’s capital structure and consequently entail
less risk
than the issuer’s common stock. However, the extent to which such risk is
reduced depends upon the degree to which the convertible security sells above
its value as a fixed-income security.
Corporate
Obligations
Corporate
obligations are bonds and notes issued by corporations to finance long-term
credit needs.
Custodial
Receipts
A fund may
acquire custodial receipts for U.S. government securities. Custodial receipts
evidence ownership of future interest payments, principal payments or
both, and include TIGRs, and CATS. For certain securities law purposes,
custodial receipts are not considered U.S. government securities.
Depositary
Receipts
Securities
of foreign issuers may include American Depositary Receipts, European Depositary
Receipts, Global Depositary Receipts, International Depositary
Receipts, and Non-Voting Depositary Receipts (“ADRs,” “EDRs,” “GDRs,” “IDRs,”
and “NVDRs,” respectively, and collectively, “Depositary Receipts”).
Depositary Receipts are certificates typically issued by a bank or trust company
that give their holders the right to receive securities issued by a
foreign or domestic corporation.
ADRs are
U.S. dollar-denominated securities backed by foreign securities deposited in a
U.S. securities depository. ADRs are created for trading in the U.S.
markets. The value of an ADR will fluctuate with the value of the underlying
security and will reflect any changes in exchange rates. An investment
in ADRs
involves risks associated with investing in foreign securities. Issuers of
unsponsored ADRs are not contractually obligated to disclose material
information
in the United States, and, therefore, there may not be a correlation between
that information and the market value of an unsponsored ADR.
EDRs, GDRs,
IDRs, and NVDRs are receipts evidencing an arrangement with a foreign bank or
exchange affiliate similar to that for ADRs and are designed
for use in foreign securities markets. EDRs, GDRs, IDRs, and NVDRs are not
necessarily quoted in the same currency as the underlying security.
NVDRs do not have voting rights.
Exchange-Traded
Notes
ETNs are
senior, unsecured, unsubordinated debt securities the returns of which are
linked to the performance of a particular market benchmark or strategy,
minus applicable fees. ETNs are traded on an exchange (e.g., the NYSE) during
normal trading hours; however, investors also can hold ETNs until they
mature. At maturity, the issuer pays to the investor a cash amount equal to the
principal amount, subject to the day’s market benchmark or strategy
factor. ETNs do not make periodic coupon payments or provide principal
protection. ETNs are subject to credit risk, including the credit risk
of the
issuer, and the value of the ETN may drop due to a downgrade in the issuer’s
credit rating, despite the underlying market benchmark or strategy remaining
unchanged. The value of an ETN also may be influenced by time to maturity, level
of supply and demand for the ETN, volatility and lack of liquidity
in underlying assets, changes in the applicable interest rates, changes in the
issuer’s credit rating, and economic, legal, political, or geographic
events that affect the referenced underlying asset. When a fund invests in ETNs,
it will bear its proportionate share of any fees and expenses
borne by the ETN. A decision by a fund to sell ETN holdings may be limited by
the availability of a secondary market. In addition, although an ETN may be
listed on an exchange, the issuer may not be required to maintain the listing,
and there can be no assurance that a secondary market will exist for
an ETN.
ETNs also
are subject to tax risk. No assurance can be given that the IRS will accept, or
a court will uphold, how a fund characterizes and treats ETNs for tax
purposes.
An ETN that
is tied to a specific market benchmark or strategy may not be able to replicate
and maintain exactly the composition and relative weighting
of securities, commodities or other components in the applicable market
benchmark or strategy. 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. Leveraged ETNs are subject to the same risk as other instruments
that use leverage in any form. The market value of ETNs may differ from their
market benchmark or strategy. This difference in price may be due to
the fact that the supply and demand in the market for ETNs at any point in time
is not always identical to the supply and demand in the market for
the securities, commodities or other components underlying the market benchmark
or strategy that the ETN seeks to track. As a result, there may
be times when an ETN trades at a premium or discount to its market benchmark or
strategy.
Fixed-Income
Securities
Investment
grade bonds are rated at the time of purchase in the four highest rating
categories by a NRSRO, such as those rated “Aaa,” “Aa,” “A” and “Baa” by
Moody’s, or “AAA,” “AA,” “A” and “BBB” by S&P or Fitch. Obligations rated in
the lowest of the top four rating categories (such as “Baa” by Moody’s or
“BBB” by S&P or Fitch) may have speculative characteristics and changes in
economic conditions or other circumstances are more likely to lead to a
weakened capacity to make principal and interest payments, including a greater
possibility of default or bankruptcy of the issuer, than is the case with
higher grade bonds. Subsequent to its purchase by a fund, an issue of securities
may cease to be rated or its rating may be reduced below the minimum
required for purchase by a fund. In addition, it is possible that Moody’s,
S&P, Fitch and other NRSROs might not timely change their ratings of
a particular issue to reflect subsequent events. None of these events will
require the sale of the securities by a fund, although a subadvisor will
consider these events in determining whether it should continue to hold the
securities.
In general,
the ratings of Moody’s, S&P, and Fitch represent the opinions of these
agencies as to the quality of the securities that they rate. It should be
emphasized
however, that ratings are relative and subjective and are not absolute standards
of quality. These ratings will be used by a fund as initial criteria
for the selection of portfolio securities. Among the factors that will be
considered are the long-term ability of the issuer to pay principal and
interest
and general economic trends. Appendix A contains further information concerning
the ratings of Moody’s, S&P, and Fitch and their significance.
Foreign
Government Securities
Foreign
government securities include securities issued or guaranteed by foreign
governments (including political subdivisions) or their authorities,
agencies,
or instrumentalities or by supra-national agencies. Different kinds of foreign
government securities have different kinds of government support.
For example, some foreign government securities are supported by the full faith
and credit of a foreign national government or political subdivision
and some are not. Foreign government securities of some countries may involve
varying degrees of credit risk as a result of financial or political
instability in those countries and the possible inability of a fund to enforce
its rights against the foreign government issuer. As with other fixed
income
securities, sovereign issuers may be unable or unwilling to make timely
principal or interest payments. Supra-national agencies are agencies
whose
member nations make capital contributions to support the agencies’
activities.
High
Yield (High Risk) Domestic Corporate Debt Securities
High yield
corporate debt securities (also known as “junk bonds”) include bonds,
debentures, notes, bank loans, credit-linked notes and commercial paper. Most
of these debt securities will bear interest at fixed rates, except bank loans,
which usually have floating rates. Bonds also may have variable rates of
interest, and debt securities may involve equity features, such as equity
warrants or convertible outright and participation features (i.e., interest or
other payments, often in addition to a fixed rate of return, that are based on
the borrower’s attainment of specified levels of revenues, sales or profits
and thus enable the holder of the security to share in the potential success of
the venture). Today, much high yield debt is used for general corporate
purposes, such as financing capital needs or consolidating and paying down bank
lines of credit.
The
secondary market for high yield U.S. corporate debt securities is concentrated
in relatively few market makers and is dominated by institutional investors,
including funds, insurance companies and other financial institutions.
Accordingly, the secondary market for such securities is not as liquid
as, and is
more volatile than, the secondary market for higher-rated securities. In
addition, market trading volume for high yield U.S. corporate debt securities
is generally lower and the secondary market for such securities could shrink or
disappear suddenly and without warning as a result of adverse
market or economic conditions, independent of any specific adverse changes in
the condition of a particular issuer. The lack of sufficient market
liquidity may cause a fund to incur losses because it will be required to effect
sales at a disadvantageous time and then only at a substantial drop in
price. These factors may have an adverse effect on the market price and a fund’s
ability to dispose of particular portfolio investments. A less liquid
secondary market also may make it more difficult for a fund to obtain precise
valuations of the high yield securities in its portfolio.
A fund is
not obligated to dispose of securities whose issuers subsequently are in default
or that are downgraded below the rating requirements that the fund
imposes at the time of purchase.
Hybrid
Instruments
Hybrid
instruments (a type of potentially high-risk derivative) combine the elements of
futures contracts or options with those of debt, preferred equity or a
depository instrument.
Characteristics
of Hybrid Instruments. Generally,
a hybrid instrument is a debt security, preferred stock, depository share, trust
certificate, certificate
of deposit or other evidence of indebtedness on which a portion of or all
interest payments, and/or the principal or stated amount payable at
maturity, redemption or retirement, is determined by reference to the
following:
• |
prices,
changes in prices, or differences between prices of securities,
currencies, intangibles, goods, articles or commodities (collectively,
“underlying
assets”); or |
• |
an
objective index, economic factor or other measure, such as interest rates,
currency exchange rates, commodity indices, and securities indices
(collectively,
“benchmarks”). |
Hybrid
instruments may take a variety of forms, including, but not limited
to:
• |
debt
instruments with interest or principal payments or redemption terms
determined by reference to the value of a currency or commodity or
securities
index at a future point in time; |
• |
preferred
stock with dividend rates determined by reference to the value of a
currency; or |
• |
convertible
securities with the conversion terms related to a particular
commodity. |
Uses of
Hybrid Instruments. Hybrid
instruments provide an efficient means of creating exposure to a particular
market, or segment of a market, with the
objective of enhancing total return. For example, a fund may wish to take
advantage of expected declines in interest rates in several European
countries,
but avoid the transaction costs associated with buying and currency-hedging the
foreign bond positions.
One
approach is to purchase a U.S. dollar-denominated hybrid instrument whose
redemption price is linked to the average three-year interest rate in a
designated
group of countries. The redemption price formula would provide for payoffs of
greater than par if the average interest rate was lower than a specified
level, and payoffs of less than par if rates were above the specified level.
Furthermore, the investing fund could limit the downside risk of the
security by
establishing a minimum redemption price so that the principal paid at maturity
could not be below a predetermined minimum level if interest
rates were to rise significantly.
The purpose
of this type of arrangement, known as a structured security with an embedded put
option, is to give a fund the desired European bond exposure
while avoiding currency risk, limiting downside market risk, and lowering
transactions costs. Of course, there is no guarantee that such a strategy
will be successful and the value of a fund may decline if, for example, interest
rates do not move as anticipated or credit problems develop with the
issuer of the hybrid instrument.
Structured
Notes. Structured
notes include investments in an entity, such as a trust, organized and operated
solely for the purpose of restructuring the
investment characteristics of various securities. This type of restructuring
involves the deposit or purchase of specified instruments and the
issuance of
one or more classes of securities backed by, or representing interests, in the
underlying instruments. The cash flow on the underlying instruments
may be apportioned among the newly issued structured notes to create securities
with different investment characteristics, such as varying
maturities, payment priorities or interest rate provisions. The extent of the
income paid by the structured notes is dependent on the cash flow of the
underlying instruments.
Illiquid
Securities
No fund may
invest more than 15% of its net assets in securities that cannot be sold or
disposed of in seven calendar days or less without the sale or disposition
significantly changing the market value of the investment (“illiquid
securities”). Money Market Fund will not invest more than 5% of its total
assets in
illiquid securities.
Investment
in illiquid securities involves the risk that, because of the lack of consistent
market demand for such securities, a fund may
be forced to sell them at a discount from the last offer price. To the extent
that an investment is deemed to be an illiquid investment or a less liquid
investment, a fund can expect to be exposed to greater liquidity
risk.
Illiquid
securities may include, but are not limited to: (a) securities (except for
Section 4(a)(2) Commercial Paper, discussed below) that are not eligible
for resale pursuant to Rule 144A under the 1933 Act; (b) repurchase agreements
maturing in more than seven days (except for
those that can be
terminated after a notice period of seven days or less); (c) IOs and
POs of non-governmental issuers; (d) time deposits maturing in more than seven
days; (e)
federal fund loans maturing in more than seven days; (f) bank loan participation
interests; (g) foreign government loan participations; (h) municipal
leases and participations therein; and (i) any other securities or other
investments for which a liquid secondary market does not exist.
Each Trust
has implemented a written liquidity risk management program (the “LRM Program”)
and related procedures to manage the liquidity risk of a fund in
accordance with Rule 22e-4 under the 1940 Act (“Rule 22e-4”). Rule 22e-4 defines
“liquidity risk” as the risk that a fund could not meet requests to
redeem shares issued by the fund without significant dilution of the remaining
investors’ interests in the fund. The Board has designated the Advisor
to serve as the administrator of the LRM Program and the related procedures. As
a part of the LRM Program, the Advisor is responsible to identify
illiquid investments and categorize the relative liquidity of a fund’s
investments in accordance with Rule 22e-4. Under the LRM Program, the
Advisor
assesses, manages, and periodically reviews a fund’s liquidity risk, and is
responsible to make periodic reports to the Board and the SEC regarding
the liquidity of a fund’s investments, and to notify the Board and the SEC of
certain liquidity events specified in Rule 22e-4. The liquidity of a
fund’s
portfolio investments is determined based on relevant market, trading and
investment-specific considerations under the LRM Program.
Commercial
paper issued in reliance on Section 4(a)(2) of the 1933 Act (“Section 4(a)(2)
Commercial Paper”) is restricted as to its disposition under federal
securities law, and generally is sold to institutional investors, such as the
funds, who agree that they are purchasing the paper for investment purposes
and not with a view to public distribution. Any resale by the purchaser must be
made in an exempt transaction. Section 4(a)(2) Commercial Paper
normally is resold to other institutional investors, like the funds, through or
with the assistance of the issuer or investment dealers who make a market in
Section 4(a)(2) Commercial Paper, thus providing liquidity.
If the
Advisor determines, pursuant to the LRM Program and related procedures, that
specific Section 4(a)(2) Commercial Paper or securities that are restricted
as to resale but for which a ready market is available pursuant to an exemption
provided by Rule 144A under the 1933 Act or other exemptions
from the registration requirements of the 1933 Act are liquid, they will not be
subject to a fund’s limitation on investments in illiquid securities.
Investing in Section 4(a)(2) Commercial Paper could have the effect of
increasing the level of illiquidity in a fund if qualified institutional
buyers
become for a time uninterested in purchasing these restricted
securities.
Indexed
Securities
Indexed
securities are instruments whose prices are indexed to the prices of other
securities, securities indices, currencies, or other financial indicators.
Indexed securities typically, but not always, are debt securities or deposits
whose value at maturity or coupon rate is determined by reference
to a specific instrument or statistic.
Currency-indexed
securities typically are short-term to intermediate-term debt securities whose
maturity values or interest rates are determined by reference
to the values of one or more specified foreign currencies, and may offer higher
yields than U.S. dollar-denominated securities. Currency-indexed
securities may be positively or negatively indexed; that is, their maturity
value may increase when the specified currency value increases, resulting
in a security that performs similarly to a foreign denominated instrument, or
their maturity value may decline when foreign currencies increase,
resulting in a security whose price characteristics are similar to a put on the
underlying currency. Currency-indexed securities also may have prices that
depend on the values of a number of different foreign currencies relative to
each other.
The
performance of indexed securities depends to a great extent on the performance
of the security, currency, or other instrument to which they are indexed,
and also may be influenced by interest rate changes in the United States and
abroad. Indexed securities may be more volatile than the underlying
instruments. Indexed securities also are subject to the credit risks associated
with the issuer of the security, and their values may decline substantially
if the issuer’s creditworthiness deteriorates. Issuers of indexed securities
have included banks, corporations, and certain U.S. government
agencies. An indexed security may be leveraged to the extent that the magnitude
of any change in the interest rate or principal payable on an indexed
security is a multiple of the change in the reference price.
Index-Related
Securities (“Equity Equivalents”)
A fund may
invest in certain types of securities that enable investors to purchase or sell
shares in a basket of securities that seeks to track the performance
of an underlying index or a portion of an index. Such Equity Equivalents
include, among others DIAMONDS (interests in a basket of securities
that seeks to track the performance of the Dow Jones Industrial Average), SPDRs
or S&P Depositary Receipts (an exchange-traded fund that tracks the
S&P 500 Index). Such securities are similar to index mutual funds, but they
are traded on various stock exchanges or secondary markets. The value
of these securities is dependent upon the performance of the underlying index on
which they are based. Thus, these securities are subject to
the same
risks as their underlying indices as well as the securities that make up those
indices. For example, if the securities comprising an index that an
index-related security seeks to track perform poorly, the index-related security
will lose value.
Equity
Equivalents may be used for several purposes, including to simulate full
investment in the underlying index while retaining a cash balance for
portfolio
management purposes, to facilitate trading, to reduce transaction costs or to
seek higher investment returns where an Equity Equivalent is priced more
attractively than securities in the underlying index. Because the expense
associated with an investment in Equity Equivalents may be substantially
lower than the expense of small investments directly in the securities
comprising the indices they seek to track, investments in Equity Equivalents
may provide a cost-effective means of diversifying a fund’s assets across a
broad range of securities.
To the
extent a fund invests in securities of other investment companies, including
Equity Equivalents, fund shareholders would indirectly pay a portion
of the
operating costs of such companies in addition to the expenses of its own
operations. These costs include management, brokerage, shareholder servicing
and other operational expenses. Indirectly, if a fund invests in Equity
Equivalents, shareholders may pay higher operational costs than if they
owned the
underlying investment companies directly. Additionally, a fund’s investments in
such investment companies are subject to limitations under the 1940
Act and market availability.
The prices
of Equity Equivalents are derived and based upon the securities held by the
particular investment company. Accordingly, the level of risk involved in
the purchase or sale of an Equity Equivalent is similar to the risk involved in
the purchase or sale of traditional common stock, with the exception
that the pricing mechanism for such instruments is based on a basket of stocks.
The market prices of Equity Equivalents are expected to fluctuate
in accordance with both changes in the NAVs of their underlying indices and the
supply and demand for the instruments on the exchanges on which they
are traded. Substantial market or other disruptions affecting Equity Equivalents
could adversely affect the liquidity and value of the shares of a
fund.
Inflation-Indexed
Bonds
Inflation-indexed
bonds are debt instruments whose principal and/or interest value are adjusted
periodically according to a rate of inflation (usually a CPI). Two
structures are most common. The U.S. Treasury and some other issuers use a
structure that accrues inflation into the principal value of the bond. Most
other issuers pay out the inflation accruals as part of a semiannual
coupon.
U.S.
Treasury Inflation Protected Securities (“TIPS”) currently are issued with
maturities of five, ten, or thirty years, although it is possible that
securities
with other maturities will be issued in the future. The principal amount of TIPS
adjusts for inflation, although the inflation-adjusted principal is not paid
until maturity. Semiannual coupon payments are determined as a fixed percentage
of the inflation-adjusted principal at the time the payment is
made.
If the rate
measuring inflation falls, the principal value of inflation-indexed bonds will
be adjusted downward, and consequently the interest payable on these
securities (calculated with respect to a smaller principal amount) will be
reduced. At maturity, TIPS are redeemed at the greater of their
inflation-adjusted
principal or at the par amount at original issue. If an inflation-indexed bond
does not provide a guarantee of principal at maturity, the adjusted principal
value of the bond repaid at maturity may be less than the original
principal.
The value
of inflation-indexed bonds is expected to change in response to changes in real
interest rates. Real interest rates in turn are tied to the relationship
between nominal interest rates and the rate of inflation. For example, if
inflation were to rise at a faster rate than nominal interest rates,
real
interest rates would likely decline, leading to an increase in value of
inflation-indexed bonds. In contrast, if nominal interest rates increase at a
faster rate
than inflation, real interest rates would likely rise, leading to a decrease in
value of inflation-indexed bonds.
While these
securities, if held to maturity, are expected to be protected from long-term
inflationary trends, short-term increases in inflation may lead to a decline
in value. If nominal interest rates rise due to reasons other than inflation
(for example, due to an expansion of non-inflationary economic activity),
investors in these securities may not be protected to the extent that the
increase in rates is not reflected in the bond’s inflation measure.
The
inflation adjustment of TIPS is tied to the CPI-U, which is calculated monthly
by the U.S. Bureau of Labor Statistics. The CPI-U is a measurement of
price
changes in the cost of living, made up of components such as housing, food,
transportation, and energy. There can be no assurance that the CPI-U will
accurately measure the real rate of inflation in the prices of goods and
services.
Interfund
Lending
Pursuant to
an exemptive order issued by the SEC, a fund may lend money to, and borrow money
from, other funds advised by the Advisor or any other investment
advisor under common control with the Advisor, subject to the fundamental
restrictions on borrowing and lending applicable to the fund. Each fund
is authorized to participate fully in this program.
A fund will
borrow through the program only when the costs are equal to or lower than the
cost of bank loans, and a fund will lend through the program only when
the returns are higher than those available from an investment in overnight
repurchase agreements. Interfund loans and borrowings normally
extend overnight, but can have a maximum duration of seven days. Loans may be
called on one day’s notice. A fund may have to borrow from a bank at a
higher interest rate if an interfund loan is called or not renewed. Any delay in
repayment to a lending fund or from a borrowing fund could result in a
lost investment opportunity or additional borrowing costs.
Investment
in Other Investment Companies
A fund may
invest in other investment companies (including closed-end investment companies,
unit investment trusts, open-end investment companies,
investment companies exempted from registration under the 1940 Act pursuant to
the rules thereunder and other pooled vehicles) to the extent
permitted by federal securities laws,
including Section 12 of the 1940 Act, and the rules,
regulations and interpretations thereunder.
A fund
may invest
in other investment companies beyond the statutory limits set forth in Section
12 of the 1940 Act (“statutory limits”) to the
extent permitted
by an
exemptive rule adopted by the SEC or pursuant to an exemptive order obtained
from the SEC.
In October
2020, the SEC adopted Rule
12d1-4, which
became effective on January 19, 2021, and
permits a fund to
invest in other investment companies
beyond the statutory limits, subject to certain conditions. Compliance with
Rule 12d1-4
is required as of January 19,
2022.
Investing
in other investment companies involves substantially the same risks as investing
directly in the underlying instruments, but the total return on such
investments at the investment company-level may be reduced by the operating
expenses and fees of such other investment companies, including
advisory fees. Certain types of investment companies, such as closed-end
investment companies, issue a fixed number of shares that trade on a stock
exchange or may involve the payment of substantial premiums above the value of
such investment companies’ portfolio securities when traded OTC
or at discounts to their NAVs. Others are continuously offered at NAV, but also
may be traded in the secondary market.
Investments
in Creditors’ Claims
Creditors’
claims in bankruptcy (“Creditors’ Claims”) are rights to payment from a debtor
under the U.S. bankruptcy laws. Creditors’ Claims may be secured or
unsecured. A secured claim generally receives priority in payment over unsecured
claims.
Sellers of
Creditors’ Claims can either be: (i) creditors that have extended unsecured
credit to the debtor company (most commonly trade suppliers of materials
or services); or (ii) secured creditors (most commonly financial institutions)
that have obtained collateral to secure an advance of credit to the debtor.
Selling a Creditors’ Claim offers the creditor an opportunity to turn a claim
that otherwise might not be satisfied for many years into liquid assets.
A
Creditors’ Claim may be purchased directly from a creditor although most are
purchased through brokers. A Creditors’ Claim can be sold as a single
claim or as
part of a package of claims from several different bankruptcy filings.
Purchasers of Creditors’ Claims may take an active role in the reorganization
process of the bankrupt company and, in certain situations in which a Creditors’
Claim is not paid in full, the claim may be converted into stock
of the reorganized debtor.
Although
Creditors’ Claims can be sold to other investors, the market for Creditors’
Claims is not liquid and, as a result, a purchaser of a Creditors’ Claim may
be unable to sell the claim or may have to sell it at a drastically reduced
price. There is no guarantee that any payment will be received from a
Creditors’ Claim, especially in the case of unsecured claims.
Lending
of Securities
A
fund may lend
its securities so long as such loans do not represent more than 331/3% of its
total assets. As collateral for the loaned securities, the borrower
gives the lending portfolio collateral equal to at least 100% of the value of
the loaned securities. The collateral will consist of cash (including
U.S.
dollars and foreign currency), cash equivalents or securities issued or
guaranteed by the U.S. government or its agencies or instrumentalities. The
borrower
must also agree to increase the collateral if the value of the loaned securities
increases. If the market value of the loaned securities declines, the
borrower may request that some collateral be returned.
During the
existence of the loan, a fund will receive from the borrower amounts equivalent
to any dividends, interest or other distributions on the loaned
securities, as well as interest on such amounts. If the fund receives a payment
in lieu of dividends (a “substitute payment”) with respect to securities
on loan pursuant to a securities lending transaction, such income will not be
eligible for the dividends-received deduction (the “DRD”) for corporate
shareholders or for treatment as qualified dividend income for individual
shareholders. The DRD and qualified dividend income are discussed
more fully in this SAI under “Additional Information Concerning Taxes.”
Because
Class 1 shares of the funds are held directly by insurance companies
affiliated with the Advisor, such insurance companies, rather than individuals
who select the funds as investment options under variable insurance
contracts, would receive the benefit of any DRD. As a result, a decision by the
Advisor or an affiliated subadvisor for a particular fund to refrain
from securities lending could benefit the affiliated insurance companies (which
would receive the DRD) to the detriment of contract holders who have
selected that fund (as they would not receive the benefit of securities lending
income, including substitute payments). However, the Advisor and the
affiliated subadvisors have a fiduciary duty to independently assess whether
engaging in securities lending is in the best interests of a fund, which
should act
to limit this conflict of interest.
As with
other extensions of credit, there are risks that collateral could be inadequate
in the event of the borrower failing financially, which could result
in actual
financial loss, and risks that recovery of loaned securities could be delayed,
which could result in interference with portfolio management decisions
or exercise of ownership rights. The collateral is managed by an affiliate of
the Advisor, which may incentivize the Advisor to lend fund securities
to benefit this affiliate. The Advisor maintains robust oversight of securities
lending activity and seeks to ensure that all lending activity undertaken
by a fund is in the fund’s best interests. A fund will be responsible for the
risks associated with the investment of cash collateral, including the risk
that the fund may lose money on the investment or may fail to earn sufficient
income to meet its obligations to the borrower. In addition, a fund may lose
its right to vote its shares of the loaned securities at a shareholder meeting
if the subadvisor does not recall or does not timely recall the loaned
securities, or if the borrower fails to return the recalled securities in
advance of the record date for the meeting.
The Trust,
on behalf of certain of its funds, has entered into an agency agreement for
securities lending transactions (“Securities Lending Agreement”) with
Citibank and, separately, with Brown Brothers Harriman (each, a “Securities
Lending Agent”). Pursuant to each Securities Lending Agreement, Citibank or
Brown Brothers Harriman acts as securities lending agent for the funds and
administers each fund’s securities lending program. During the fiscal
year, each Securities Lending Agent performed various services for the funds,
including the following: (i) lending portfolio securities, previously
identified
by the fund as available for loan, and held by the fund’s custodian
(“Custodian”) on behalf of the fund, to borrowers identified by the fund in
the
Securities Lending Agreement; (ii) instructing the Custodian to receive and
deliver securities, as applicable, to effect such loans; (iii) locating
borrowers;
(iv) monitoring daily the market value of loaned securities; (v) ensuring daily
movement of collateral associated with loan transactions; (vi)
marking to
market loaned securities and non-cash collateral; (vii) monitoring dividend
activity with respect to loaned securities; (viii) negotiating loan terms with
the borrowers; (ix) recordkeeping and account servicing related to securities
lending activities; and (x) arranging for the return of loaned securities
at the termination of the loan. Under each Securities Lending Agreement,
Citibank or Brown Brothers Harriman, as applicable, generally will bear the
risk that a borrower may default on its obligation to return loaned
securities.
Securities
lending involves counterparty risk, including the risk that the loaned
securities may not be returned or returned in a timely manner and/or a
loss of
rights in the collateral if the borrower or the lending agent defaults or fails
financially. This risk is increased when the fund’s loans are concentrated
with a single or limited number of borrowers. There are no limits on the number
of borrowers to which the fund may lend securities and the fund
may lend securities to only one or a small group of borrowers. In addition,
under each Securities Lending Agreement, loans may be made to affiliates
of Citibank or Brown Brothers Harriman, as applicable, as identified in the
applicable Securities Lending Agreement.
Cash
collateral may be invested by a fund in JHCT, a
privately offered 1940 Act registered institutional money market fund.
Investment
of cash collateral
offers the opportunity for a fund to profit from income earned by this
collateral pool, but also the risk of loss, should the value of the fund’s
shares in
the collateral pool decrease below the NAV at
which such shares were purchased.
For each
fund that engaged in securities lending activities during the fiscal period
ended March 31, 2022, the
following tables detail the amounts of income and
fees/compensation related to such activities during the period. Any fund not
listed below did not engage in securities lending activities during the
fiscal period ended March 31, 2022.
|
|
|
|
|
Fund
Name |
DISCIPLINED
VALUE
FUND |
DISCIPLINED
VALUE
MID CAP FUND |
DIVERSIFIED
REAL
ASSETS FUND |
GLOBAL
SHAREHOLDER
YIELD
FUND |
Gross
Income from securities lending activities ($) |
10,056 |
167,334 |
488,473 |
219,273 |
Fees
and/or compensation for securities lending activities and
related services |
|
|
|
|
Fees
paid to securities lending agent from a revenue split ($)
|
160 |
3,107 |
55,836 |
21,715 |
Fees
paid for any cash collateral management service (including
fees deducted from a pooled cash collateral reinvestment
vehicle) that are not included in the revenue split
($) |
8,613 |
17,818 |
42,150 |
15,094 |
Administrative
fees not included in revenue split |
— |
— |
— |
— |
Indemnification
fee not included in revenue split |
— |
— |
— |
— |
Rebate
(paid to borrower) ($) |
— |
135 |
11 |
570 |
Other
fees not included in revenue split (specify) |
|
|
|
|
Aggregate
fees/compensation for securities lending activities
($) |
8,773 |
21,060 |
97,997 |
37,379 |
Net
Income from securities lending activities ($) |
1,283 |
146,274 |
390,476 |
181,894 |
|
|
|
|
Fund
Name |
INTERNATIONAL
GROWTH
FUND |
MID
CAP GROWTH FUND1
|
MID
CAP GROWTH FUND2
|
Gross
Income from securities lending activities ($) |
1,434,027 |
41,485 |
267,505 |
Fees
and/or compensation for securities lending activities and related
services |
|
|
|
Fees
paid to securities lending agent from a revenue split ($)
|
139,875 |
3,020 |
26,445 |
Fees
paid for any cash collateral management service (including fees deducted
from
a pooled cash collateral reinvestment vehicle) that are not included in
the revenue
split ($) |
47,385 |
4,311 |
37,642 |
Administrative
fees not included in revenue split |
— |
— |
|
Indemnification
fee not included in revenue split |
— |
— |
|
Rebate
(paid to borrower) ($) |
3,000 |
— |
|
Other
fees not included in revenue split (specify) |
|
|
|
Aggregate
fees/compensation for securities lending activities ($) |
190,260 |
7,331 |
64,087 |
Net
Income from securities lending activities ($) |
1,243,767 |
34,154 |
203,418 |
1 |
Fiscal
period from September 1, 2021 to March 31, 2022 (including predecessor
fund). |
2 |
Predecessor
fund information for its fiscal year ended August 31,
2021. |
Loan
Participations and Assignments; Term Loans
Loan
participations are loans or other direct debt instruments that are interests in
amounts owned by a corporate, governmental or other borrower to another
party. They may represent amounts owed to lenders or lending syndicates to
suppliers of goods or services, or to other parties. A fund will have the
right to receive payments of principal, interest and any fees to which it is
entitled only from the lender selling the participation and only upon
receipt by
the lender of the payments from the borrower. In connection with purchasing
participations, a fund generally will have no right to enforce compliance
by the borrower with the term of the loan agreement relating to loan, nor any
rights of set-off against the borrower, and a fund may not directly
benefit from any collateral supporting the loan in which it has purchased the
participation. As a result, the fund will assume the credit risk of both the
borrower and the lender that is selling the participation. In the event of the
insolvency of the lender selling a participation, a fund may be treated as
a general creditor of the lender and may not benefit from any set-off between
the lender and the borrower.
When a fund
purchases assignments from lenders it will acquire direct rights against the
borrower on the loan. However, because assignments are arranged
through private negotiations between potential assignees and potential
assignors, the rights and obligation acquired by a fund as the purchaser
of an assignment may differ from, and be more limited than, those held by the
assigning lender. Investments in loan participations and assignments
present the possibility that a fund could be held liable as a co-lender under
emerging legal theories of lender liability. In addition, if the loan is
foreclosed, a fund could be part owner of any collateral and could bear the
costs and liabilities of owning and disposing of the collateral. It is
anticipated
that such securities could be sold only to a limited number of institutional
investors. In addition, some loan participations and assignments may not be
rated by major rating agencies and may not be protected by the securities
laws.
A term loan
is typically a loan in a fixed amount that borrowers repay in a scheduled series
of repayments or a lump-sum payment at maturity. A delayed
draw loan is a special feature in a term loan that permits the borrower to
withdraw predetermined portions of the total amount borrowed at certain
times. If a fund enters into a commitment with a borrower regarding a delayed
draw term loan or bridge loan, the fund will be obligated on one or more
dates in the future to lend the borrower monies (up to an aggregate stated
amount) if called upon to do so by the borrower. Once repaid, a term loan
cannot be drawn upon again.
Investments
in loans and loan participations will subject a fund to liquidity risk. Loans
and loan participations may be transferable among financial institutions,
but may not have the liquidity of conventional debt securities and are often
subject to restrictions on resale, thereby making them potentially
illiquid. For example, the purchase or sale of loans requires, in many cases,
the consent of either a third party (such as the lead or agent bank for
the loan) or of the borrower, and although such consent is, in practice,
infrequently withheld, the consent requirement can delay a purchase or hinder a
fund’s ability to dispose of its investments in loans in a timely fashion. In
addition, in some cases, negotiations involved in disposing of indebtedness
may require weeks to complete. Consequently, some indebtedness may be difficult
or impossible to dispose of readily at what a subadvisor
believes to be a fair price.
Corporate
loans that a fund may acquire or in which a fund may purchase a loan
participation are made generally to finance internal growth, mergers,
acquisitions,
stock repurchases, leveraged buy-outs, leverage recapitalizations and other
corporate activities. The highly leveraged capital structure of the
borrowers in certain of these transactions may make such loans especially
vulnerable to adverse changes in economic or market conditions and greater
credit risk than other investments.
Certain of
the loan participations or assignments acquired by a fund may involve unfunded
commitments of the lenders or revolving credit facilities under which
a borrower may from time to time borrow and repay amounts up to the maximum
amount of the facility. In such cases, a fund would have an
obligation to advance its portion of such additional borrowings upon the terms
specified in the loan documentation. Such an obligation may have the effect
of requiring a fund to increase its investment in a company at a time when it
might not be desirable to do so (including at a time when the company’s
financial condition makes it unlikely that such amounts will be
repaid).
The
borrower of a loan in which a fund holds an interest (including through a loan
participation) may, either at its own election or pursuant to the terms
of the loan
documentation, prepay amounts of the loan from time to time. The degree to which
borrowers prepay loans, whether as a contractual requirement
or at their election, may be affected by general business conditions, the
financial condition of the borrower and competitive conditions among
lenders, among other things. As such, prepayments cannot be predicted with
accuracy. Upon a prepayment, either in part or in full, the actual outstanding
debt on which a fund derives interest income will be reduced. The effect of
prepayments on a fund’s performance may be mitigated by the receipt of
prepayment fees, and the fund’s ability to reinvest prepayments in other loans
that have similar or identical yields. However, there is no assurance
that a fund will be able to reinvest the proceeds of any loan prepayment at the
same interest rate or on the same terms as those of the prepaid
loan.
A fund may
invest in loans that pay interest at fixed rates and loans that pay interest at
rates that float or reset periodically at a margin above a generally
recognized base lending rate, such as the Prime Rate (the interest rate that
banks charge their most creditworthy customers), LIBOR, or another
generally recognized base lending rate. Most floating rate loans are senior in
rank in the event of bankruptcy to most other securities of the borrower
such as common stock or public bonds. In addition, floating rate loans also are
normally secured by specific collateral or assets of the borrower so
that the holders of the loans will have a priority claim on those assets in the
event of default or bankruptcy of the issuer. While the seniority in rank and
the security interest are helpful in reducing credit risk, such risk is not
eliminated. Securities with floating interest rates can be less sensitive
to interest rate changes, but may decline in value if their interest rates do
not rise as much as interest rates in general, or if interest rates decline.
While, because of this interest rate reset feature, loans with resetting
interest rates provide a considerable degree of protection against rising
interest
rates, there is still potential for interest rates on such loans to lag changes
in interest rates in general for some period of time. In addition, changes in
interest rates will affect the amount of interest income paid to a fund as the
floating rate instruments adjust to the new levels of interest
rates. In a
rising base rate environment, income generation generally will increase.
Conversely, during periods when the base rate is declining, the income
generating ability of the loan instruments will be adversely
affected.
Investments
in many loans have additional risks that result from the use of agents and other
interposed financial institutions. Many loans are structured
and administered by a financial institution (e.g., a commercial bank) that acts
as the agent of the lending syndicate. The agent typically administers
and enforces the loan on behalf of the other lenders in the lending syndicate.
In addition, an institution, typically but not always the agent, holds the
collateral, if any, on behalf of the lenders. A financial institution’s
employment as an agent might be terminated in the event that it fails to
observe a
requisite standard of care or becomes insolvent. A successor agent would
generally be appointed to replace the terminated agent, and assets held
by the agent under the loan agreement would likely remain available to holders
of such indebtedness. However, if assets held by the agent for the
benefit of a fund were determined to be subject to the claims of the agent’s
general creditors, the fund might incur certain costs and delays in realizing
payment on a loan or loan participation and could suffer a loss of principal
and/or interest. In situations involving other interposed financial institutions
(e.g., an insurance company or government agency) similar risks may
arise.
Loans
and Other Direct Debt Instruments
Direct debt
instruments are interests in amounts owed by a corporate, governmental, or other
borrower to lenders or lending syndicates (loans and loan
participations), to suppliers of goods or services (trade claims or other
receivables), or to other parties. Direct debt instruments involve a risk of
loss in
case of default or insolvency of the borrower and may offer less legal
protection to the purchaser in the event of fraud or misrepresentation, or
there may
be a requirement that a fund supply additional cash to a borrower on demand.
U.S. federal securities laws afford certain protections against fraud and
misrepresentation in connection with the offering or sale of a security, as well
as against manipulation of trading markets for securities. It is unclear
whether these protections are available to investments in loans and other forms
of direct indebtedness under certain circumstances, in which case such
risks may be increased.
A fund may
be in possession of material non-public information about a borrower as a result
of owning a floating rate instrument issued by such borrower.
Because of prohibitions on trading in securities of issuers while in possession
of such information, a fund might be unable to enter into a transaction
in a publicly traded security issued by that borrower when it would otherwise be
advantageous to do so.
Market
Capitalization Weighted Approach
A fund’s
structure may involve market capitalization weighting in determining individual
security weights and, where applicable, country or region weights.
Market capitalization weighting means each security is generally purchased based
on the issuer’s relative market capitalization. Market capitalization
weighting may be adjusted by a subadvisor, for a variety of reasons. A fund may
deviate from market capitalization weighting to limit or fix the
exposure to a particular country or issuer to a maximum portion of the assets of
the fund. Additionally, a subadvisor may consider such factors as free
float, momentum, trading strategies, size, relative
price, liquidity,
profitability, investment
characteristics and other
factors determined to be appropriate
by a subadvisor given market conditions. In assessing relative
price, a subadvisor may consider additional factors such as price to cash
flow or
price to earnings ratios. In assessing profitability,
a subadvisor may consider different ratios, such as that of earnings or profits
from operations
relative to book value or assets. The
criteria a subadvisor uses for assessing relative price and profitability are
subject to change from time to time.
A
subadvisor may exclude the eligible security of a company that meets applicable
market capitalization criterion if it determines, in its judgment,
that the purchase of such security is inappropriate in light of other
conditions. These adjustments will result in a deviation from traditional
market
capitalization weighting. A further deviation may occur due to holdings in
securities received in connection with corporate actions. A
subadvisor
may consider a small capitalization company’s investment characteristics with
respect to other eligible companies when making investment
decisions and may exclude a small capitalization company when the manager
determines it to be appropriate. In assessing a company’s investment
characteristics, a subadvisor may consider ratios such as recent changes in
assets divided by total assets. Under normal circumstances, a fund will
seek to limit such exclusion to no more than 5% of the eligible small
capitalization company universe in each country that the fund invests.
The
criteria a subadvisor uses for assessing a company’s investment characteristics
is subject to change from time to time.
Adjustment
for free float modifies market capitalization weighting to exclude the share
capital of a company that is not freely available for trading in the public
equity markets. For example, the following types of shares may be excluded: (i)
those held by strategic investors (such as governments, controlling
shareholders and management); (ii) treasury shares; or (iii) shares subject to
foreign ownership restrictions.
Furthermore,
a subadvisor may reduce the relative amount of any security held in order to
retain sufficient portfolio liquidity. A portion, but generally not in
excess of 20% of a fund’s assets, may be invested in interest-bearing
obligations, such as money market instruments, thereby causing further
deviation
from market capitalization weighting. A further deviation may occur due to
holdings in securities received in connection with corporate actions.
Block
purchases of eligible securities may be made at opportune prices, even though
such purchases exceed the number of shares that, at the time of purchase,
would be purchased under a market capitalization weighted approach. Generally,
changes in the composition and relative ranking (in terms of market
capitalization) of the stocks that are eligible for purchase take place with
every trade when the securities markets are open for trading due, primarily,
to price changes of such securities. On at least a semiannual basis, a
subadvisor will identify companies whose stock is eligible for investment
by the fund. Additional investments generally will not be made in securities
that have changed in value sufficiently to be excluded from a subadvisor’s
then-current market capitalization requirement for eligible portfolio
securities. This may result in further deviation from market capitalization
weighting. Such deviation could be substantial if a significant amount of
holdings of a fund change in value sufficiently to be excluded from the
requirement for eligible securities but not by a sufficient amount to warrant
their sale.
Country
weights may be based on the total market capitalization of companies within each
country. The country weights may take into consideration the free
float of companies within a country or whether these companies are eligible to
be purchased for the particular strategy. In addition, to maintain a
satisfactory level of diversification, a subadvisor may limit or fix the
exposure to a particular country or region to a maximum proportion of
the assets
of that vehicle. Country weights may also vary due to general day-to-day trading
patterns and price movements. The weighting of countries may vary
from their weighting in published international indices.
Money
Market Instruments
Money
market instruments (and other securities as noted under each fund description)
may be purchased for temporary
defensive purposes or for
short-term
investment purposes. General overnight cash held in a fund’s portfolio may also
be invested in JHCT, a privately offered 1940 Act
registered
institutional money market fund subadvised
by Manulife IM (US), an affiliate of the Advisor, that is part of the same group
of investment companies
as the fund and that is offered exclusively to funds in the same group of
investment companies.
Mortgage
Dollar Rolls
Under a
mortgage dollar roll, a fund sells mortgage-backed securities for delivery in
the future (generally within 30 days) and simultaneously contracts to
repurchase substantially similar securities (of the same type, coupon and
maturity) on a specified future date. During the roll period, a fund forgoes
principal
and interest paid on the mortgage-backed securities. A fund is compensated by
the difference between the current sale price and the lower forward
price for the future purchase (often referred to as the “drop”), as well as by
the interest earned on the cash proceeds of the initial sale. A fund
also may be
compensated by receipt of a commitment fee. A fund may only enter into “covered
rolls.” A covered roll is a specific type of dollar roll for which there
is an offsetting cash or cash equivalent security position that matures on or
before the forward settlement date of the dollar roll transaction
or for which a fund maintains on its records liquid assets having an aggregate
value at least equal to the amount of such commitment to repurchase.
Dollar roll transactions involve the risk that the market value of the
securities sold by a fund may decline below the repurchase price of those
securities. A mortgage dollar roll may be considered a form of leveraging, and
may, therefore, increase fluctuations in a fund’s NAV per share. Covered
rolls are not treated as a borrowing or other senior security and will be
excluded from the calculation of a fund’s borrowing and other senior
securities.
For financial reporting and tax purposes, the funds treat mortgage dollar rolls
as two separate transactions; one involving the purchase of a security
and a separate transaction involving a sale.
Mortgage
Securities
Prepayment
of Mortgages. Mortgage
securities differ from conventional bonds in that principal is paid over the
life of the securities rather than at maturity.
As a result, when a fund invests in mortgage securities, it receives monthly
scheduled payments of principal and interest, and may receive unscheduled
principal payments representing prepayments on the underlying mortgages. When a
fund reinvests the payments and any unscheduled prepayments
of principal it receives, it may receive a rate of interest that is higher or
lower than the rate on the existing mortgage securities. For this reason,
mortgage securities may be less effective than other types of debt securities as
a means of locking in long term interest rates.
In
addition, because the underlying mortgage loans and assets may be prepaid at any
time, if a fund purchases mortgage securities at a premium, a prepayment
rate that is faster than expected will reduce yield to maturity, while a
prepayment rate that is slower than expected will increase yield to maturity.
Conversely, if a fund purchases these securities at a discount, faster than
expected prepayments will increase yield to maturity, while slower than
expected payments will reduce yield to maturity.
Adjustable
Rate Mortgage Securities. Adjustable
rate mortgage securities are similar to the fixed rate mortgage securities
discussed above, except
that, unlike fixed rate mortgage securities, adjustable rate mortgage securities
are collateralized by or represent interests in mortgage loans with
variable rates of interest. These variable rates of interest reset periodically
to align themselves with market rates. Most adjustable rate mortgage
securities
provide for an initial mortgage rate that is in effect for a fixed period,
typically ranging from three to twelve months. Thereafter, the mortgage
interest rate will reset periodically in accordance with movements in a
specified published interest rate index. The amount of interest due to
an
adjustable rate mortgage holder is determined in accordance with movements in a
specified published interest rate index by adding a pre-determined
increment or “margin” to the specified interest rate index. Many adjustable rate
mortgage securities reset their interest rates based on changes
in:
• |
one-year,
three-year and five-year constant maturity Treasury Bill
rates; |
• |
three-month
or six-month Treasury Bill rates; |
• |
11th
District Federal Home Loan Bank Cost of
Funds; |
• |
National
Median Cost of Funds; or |
• |
one-month,
three-month, six-month or one-year LIBOR and other market
rates. |
During
periods of increasing rates, a fund will not benefit from such increase to the
extent that interest rates rise to the point where they cause the current
coupon of adjustable rate mortgages held as investments to exceed any maximum
allowable annual or lifetime reset limits or “cap rates” for a particular
mortgage. In this event, the value of the mortgage securities held by a fund
would likely decrease. During periods of declining interest rates, income to a
fund derived from adjustable rate mortgages that remain in a mortgage pool may
decrease in contrast to the income on fixed rate mortgages,
which will remain constant. Adjustable rate mortgages also have less potential
for appreciation in value as interest rates decline than do fixed rate
investments. Also, a fund’s NAV could vary to the extent that current yields on
adjustable rate mortgage securities held as investments are different
than market yields during interim periods between coupon reset
dates.
Privately
Issued Mortgage Securities. Privately
issued mortgage securities provide for the monthly principal and interest
payments made by individual
borrowers to pass through to investors on a corporate basis, and in privately
issued collateralized mortgage obligations, as further described
below. Privately issued mortgage securities are issued by private originators
of, or investors in, mortgage loans, including:
• |
savings
and loan associations; and |
• |
special
purpose subsidiaries of the foregoing. |
Since
privately issued mortgage certificates are not guaranteed by an entity having
the credit status of GNMA or Freddie Mac, such securities generally
are structured with one or more types of credit enhancement. For a description
of the types of credit enhancements that may accompany privately
issued mortgage securities, see “Types of Credit Support” below. To the extent
that a fund invests in mortgage securities, it will not limit its investments
in mortgage securities to those with credit enhancements.
Collateralized
Mortgage Obligations. CMOs
generally are bonds or certificates issued in multiple classes that are
collateralized by or represent an interest in
mortgages. CMOs may be issued by single-purpose, stand-alone finance
subsidiaries or trusts of financial institutions, government agencies,
investment banks or other similar institutions. Each class of CMOs, often
referred to as a “tranche,” may be issued with a specific fixed coupon rate
(which may be zero) or a floating coupon rate. Each class of CMOs also has a
stated maturity or final distribution date. Principal prepayments
on the underlying mortgages may cause the CMOs to be retired substantially
earlier than their stated maturities or final distribution dates.
Interest is paid or accrued on CMOs on a monthly, quarterly or semiannual
basis.
The
principal of and interest on the underlying mortgages may be allocated among the
several classes of a series of a CMO in many ways. The general goal sought
to be achieved in allocating cash flows on the underlying mortgages to the
various classes of a series of CMOs is to create tranches on which the
expected cash flows have a higher degree of predictability than the underlying
mortgages. In creating such tranches, other tranches may be subordinated
to the interests of these tranches and receive payments only after the
obligations of the more senior tranches have been satisfied. As a general
matter, the more predictable the cash flow is on a CMO tranche, the lower the
anticipated yield will be on that tranche at the time of issuance. As part of
the process of creating more predictable cash flows on most of the tranches in a
series of CMOs, one or more tranches generally must be created
that absorb most of the volatility in the cash flows on the underlying
mortgages. The yields on these tranches are relatively higher than on
tranches
with more predictable cash flows. Because of the uncertainty of the cash flows
on these tranches, and the sensitivity of these transactions to changes in
prepayment rates on the underlying mortgages, the market prices of and yields on
these tranches tend to be highly volatile. The market prices of
and yields on tranches with longer terms to maturity also tend to be more
volatile than tranches with shorter terms to maturity due to these same
factors. To the extent the mortgages underlying a series of a CMO are so-called
“subprime mortgages” (mortgages granted to borrowers whose credit
history is not sufficient to obtain a conventional mortgage), the risk of
default is higher, which increases the risk that one or more tranches of a
CMO will
not receive its predicted cash flows.
CMOs
purchased by a fund may be:
1 |
collateralized
by pools of mortgages in which each mortgage is guaranteed as to payment
of principal and interest by an agency or instrumentality of
the U.S. government; |
2 |
collateralized
by pools of mortgages in which payment of principal and interest is
guaranteed by the issuer and the guarantee is collateralized by
U.S.
government securities; or |
3 |
securities
for which the proceeds of the issuance are invested in mortgage securities
and payment of the principal and interest is supported by the credit
of an agency or instrumentality of the U.S.
government. |
Separate
Trading of Registered Interest and Principal of Securities. Separately
traded interest components of securities may be issued or guaranteed
by the U.S. Treasury. The interest components of selected securities are traded
independently under the Separate Trading of Registered Interest
and Principal of Securities program. Under the Separate Trading of Registered
Interest and Principal of Securities program, the interest components
are individually numbered and separately issued by the U.S. Treasury at the
request of depository financial institutions, which then trade the
component parts independently.
Stripped
Mortgage Securities. Stripped
mortgage securities are derivative multi-class mortgage securities. Stripped
mortgage securities may be issued by
agencies or instrumentalities of the U.S. government, or by private issuers,
including savings and loan associations, mortgage banks, commercial
banks, investment banks and special purpose subsidiaries of the foregoing.
Stripped mortgage securities have greater volatility than other types of
mortgage securities in which a fund invests. Although stripped mortgage
securities are purchased and sold by institutional investors through
several
investment banking firms acting as brokers or dealers, the market for such
securities has not yet been fully developed. Accordingly, stripped mortgage
securities may be illiquid and, together with any other illiquid investments,
will not exceed a fund’s limitation on investments in illiquid securities.
Stripped
mortgage securities are usually structured with two classes that receive
different proportions of the interest and principal distributions on a
pool of
mortgage assets. A common type of stripped mortgage security will have one class
receiving some of the interest and most of the principal from the
mortgage assets, while the other class will receive most of the interest and the
remainder of the principal. In the most extreme case, one class will
receive all of the interest (the interest only or “IO” class), while the other
class will receive all of the principal (the principal only or “PO” class).
The yield
to maturity on an IO class is extremely sensitive to changes in prevailing
interest rates and the rate of principal payments (including
prepayments)
on the related underlying mortgage assets. A rapid rate of principal payments
may have a material adverse effect on an investing fund’s yield to
maturity. If the underlying mortgage assets experience greater than anticipated
prepayments of principal, the fund may fail to fully recoup its initial
investment in these securities even if the securities are rated
highly.
As interest
rates rise and fall, the value of IOs tends to move in the same direction as
interest rates. The value of the other mortgage securities described
in the Prospectus and this SAI, like other debt instruments, will tend to move
in the opposite direction to interest rates. Accordingly, investing
in IOs, in conjunction with the other mortgage securities described in the
Prospectus and this SAI, is expected to contribute to the relative stability
of a fund’s NAV.
Similar securities
such as Super Principal Only (“SPO”) and Levered Interest Only (“LIO”) are more
volatile than POs and IOs. Risks associated with instruments
such as SPOs are similar in nature to those risks related to investments in POs.
Risks associated with LIOs and IOettes (a.k.a. “high coupon
bonds”) are similar in nature to those associated with IOs. Other similar
instruments may develop in the future.
Under the
Code, POs may generate taxable income from the current accrual of original issue
discount, without a corresponding distribution of cash to a
fund.
Inverse
Floaters. Inverse
floaters may be issued by agencies or instrumentalities of the U.S. government,
or by private issuers, including savings and loan
associations, mortgage banks, commercial banks, investment banks and special
purpose subsidiaries of the foregoing. Inverse floaters have greater
volatility than other types of mortgage securities in which a fund invests (with
the exception of stripped mortgage securities and there is a risk that the
market value will vary from the amortized cost). Although inverse floaters are
purchased and sold by institutional investors through several investment
banking firms acting as brokers or dealers, the market for such securities has
not yet been fully developed. Accordingly, inverse floaters may be
illiquid. Any illiquid inverse floaters, together with any other illiquid
investments, will not exceed a fund’s limitation on investments in illiquid
securities.
Inverse
floaters are derivative mortgage securities that are structured as a class of
security that receives distributions on a pool of mortgage assets. Yields on
inverse floaters move in the opposite direction of short-term interest rates and
at an accelerated rate.
Types of
Credit Support. Mortgage
securities are often backed by a pool of assets representing the obligations of
a number of different parties. To lessen the
impact of an obligor’s failure to make payments on underlying assets, mortgage
securities may contain elements of credit support. A discussion
of credit support is included in “Asset-Backed Securities.”
Municipal
Obligations
The two
principal classifications of municipal obligations are general obligations and
revenue obligations. General obligations are secured by the issuer’s
pledge of its full faith, credit and taxing power for the payment of principal
and interest. Revenue obligations are payable only from the revenues
derived from a particular facility or class of facilities or in some cases from
the proceeds of a special excise or other tax. For example, industrial
development and pollution control bonds are in most cases revenue obligations
since payment of principal and interest is dependent solely on the
ability of the user of the facilities financed or the guarantor to meet its
financial obligations, and in certain cases, the pledge of real and personal
property as security for payment.
Issuers of
municipal obligations are subject to the provisions of bankruptcy, insolvency
and other laws affecting the rights and remedies of creditors, such as the
Federal Bankruptcy Act, and laws, if any, that may be enacted by Congress or
state legislatures extending the time for payment of principal or interest
or both, or imposing other constraints upon enforcement of such obligations.
There also is the possibility that as a result of litigation or other
conditions, the power or ability of any one or more issuers to pay when due the
principal of and interest on their municipal obligations may be affected.
Municipal
Bonds. Municipal
bonds are issued to obtain funding for various public purposes, including the
construction of a wide range of public facilities
such as airports, highways, bridges, schools, hospitals, housing, mass
transportation, streets and water and sewer works. Other public purposes
for which municipal bonds may be issued include refunding outstanding
obligations, obtaining funds for general operating expenses and obtaining
funds to lend to other public institutions and facilities. In addition, certain
types of industrial development bonds are issued by or on behalf of public
authorities to obtain funds for many types of local, privately operated
facilities. Such debt instruments are considered municipal obligations if
the
interest paid on them is exempt from federal income tax. The payment of
principal and interest by issuers of certain obligations purchased may be
guaranteed
by a letter of credit, note repurchase agreement, insurance or other credit
facility agreement offered by a bank or other financial institution.
Such guarantees and the creditworthiness of guarantors will be considered by a
subadvisor in determining whether a municipal obligation meets
investment quality requirements. No assurance can be given that a municipality
or guarantor will be able to satisfy the payment of principal or interest on
a municipal obligation.
The yields
or returns of municipal bonds depend on a variety of factors, including general
market conditions, effective marginal tax rates, the financial condition
of the issuer, general conditions of the municipal bond market, the size of a
particular offering, the maturity of the obligation, and the rating (if any) of
the issue. The ratings of S&P, Moody’s and Fitch represent their opinions as
to the quality of various municipal bonds that they undertake to rate. It
should be emphasized, however, that ratings are not absolute standards of
quality. For example, depending on market conditions, municipal bonds with
the same maturity and stated interest rate, but with different ratings, may
nevertheless have the same yield. See Appendix A for a description
of ratings. Many issuers of securities choose not to have their obligations
rated. Although unrated securities eligible for purchase must be determined
to be comparable in quality to securities having certain specified ratings, the
market for unrated securities may not be as broad as for rated
securities since many investors rely on rating organizations for credit
appraisal. Yield disparities may occur for reasons not directly related to the
investment
quality of particular issues or the general movement of interest rates, due to
such factors as changes in the overall demand or supply of various
types of municipal bonds.
The costs
associated with combating the
coronavirus
(COVID-19) pandemic and the negative impact on tax revenues has adversely
affected the financial
condition of many states and their political subdivisions. The effects of this
pandemic could affect the ability of states and their political subdivisions
to make payments on debt obligations when due and could adversely impact the
value of their bonds, which could negatively impact the performance
of the fund.
Municipal
Bonds Issued by the Commonwealth of Puerto Rico. Municipal
obligations issued by the Commonwealth of Puerto Rico and its agencies, or
other U.S.
territories, generally are tax-exempt.
Adverse
economic, market, political, or other conditions within Puerto Rico may
negatively affect the value of a fund’s holdings in municipal obligations
issued by
the Commonwealth of Puerto Rico and its agencies. The spread of
COVID-19 and the related governmental and public responses have had,
and may
continue to have an adverse effect on Puerto Rico’s economy.
Puerto Rico
has faced
and continues
to face significant fiscal challenges, including persistent government budget
deficits, underfunded public pension benefit
obligations, underfunded government retirement systems, sizable debt service
obligations and a high unemployment rate. In recent years, several
rating organizations have downgraded a number of securities issued in Puerto
Rico to below investment-grade or placed them on “negative watch.”
Puerto Rico has previously missed payments on its general obligation debt.
As a result
of Puerto
Rico’s fiscal
challenges, it entered into a
process
analogous to a bankruptcy proceeding in U.S. courts. Recently,
Puerto Rico received court approval to be released from bankruptcy through a
large
restructuring of its U.S. municipal debt. The restructuring was recommended by
an oversight board, an unelected body that shares power with elected
officials, that is federally mandated to oversee Puerto Rico’s finances.
Pursuant to federal law, the oversight board will remain intact and can
only
disband after Puerto Rico experiences four consecutive years of balanced
budgets. The coronavirus (COVID-19) pandemic,
any future defaults, or
actions by
the oversight board, among other
factors, could have
a negative impact on the marketability, liquidity, or value of certain
investments held by a fund
and could reduce a fund’s performance.
Municipal
Notes. Municipal
notes are short-term obligations of municipalities, generally with a maturity
ranging from six months to three years. The principal
types of such notes include tax, bond and revenue anticipation notes, project
notes and construction loan notes.
Tax-Anticipation
Notes. Tax
anticipation notes are issued to finance working capital needs of
municipalities. Generally, they are issued in anticipation of various
tax revenues, such as income, sales, use and business taxes, and are
specifically payable from these particular future tax revenues.
Bond
Anticipation Notes. Bond
anticipation notes are issued to provide interim financing until long-term bond
financing can be arranged. In most cases, the
long-term bonds then provide the funds for the repayment of the
notes.
Revenue
Anticipation Notes. Revenue
anticipation notes are issued in expectation of receipt of specific types of
revenue, other than taxes, such as federal
revenues available under Federal Revenue Sharing Programs.
Project
Notes. Project
notes are backed by an agreement between a local issuing agency and the Federal
Department of Housing and Urban Development
(“HUD”) and carry a U.S. government guarantee. These notes provide financing for
a wide range of financial assistance programs for housing,
redevelopment and related needs (such as low-income housing programs and urban
renewal programs). Although they are the primary obligations
of the local public housing agencies or local urban renewal agencies, the HUD
agreement provides for the additional security of the full faith and
credit of the U.S. government. Payment by the United States pursuant to its full
faith and credit obligation does not impair the tax-exempt character
of the income from project notes.
Construction
Loan Notes.
Construction loan notes are sold to provide construction financing. Permanent
financing, the proceeds of which are applied to the
payment of construction loan notes, is sometimes provided by a commitment by
GNMA to purchase the loan, accompanied by a commitment by the Federal
Housing Administration to insure mortgage advances thereunder. In other
instances, permanent financing is provided by the commitments of banks to
purchase the loan.
Municipal
Commercial Paper. Municipal
commercial paper is a short-term obligation of a municipality, generally issued
at a discount with a maturity of
less than one year. Such paper is likely to be issued to meet seasonal working
capital needs of a municipality or interim construction financing.
Municipal commercial paper is backed in many cases by letters of credit, lending
agreements, note repurchase agreements or other credit facility
agreements offered by banks and other institutions.
Participation
Interests
Participation
interests, that may take the form of interests in, or assignments of certain
loans, are acquired from banks that have made these loans or are members
of a lending syndicate. The fund’s investments in participation interests are
subject to its 15% limitation on investments in illiquid securities.
Preferred
Stocks
Preferred
stock generally has a preference to dividends and, upon liquidation, over an
issuer’s common stock but ranks junior to debt securities in an issuer’s
capital structure. Preferred stock generally pays dividends in cash (or
additional shares of preferred stock) at a defined rate but, unlike interest
payments on debt securities, preferred stock dividends are payable only if
declared by the issuer’s board of directors. Dividends on preferred stock may
be cumulative, meaning that, in the event the issuer fails to make one or more
dividend payments on the preferred stock, no dividends may
be paid on
the issuer’s common stock until all unpaid preferred stock dividends have been
paid. Preferred stock also may be subject to optional or mandatory
redemption provisions.
Repurchase
Agreements, Reverse Repurchase Agreements, and Sale-Buybacks
Repurchase
agreements are arrangements involving the purchase of an obligation and the
simultaneous agreement to resell the same obligation on demand or
at a specified future date and at an agreed-upon price. A repurchase agreement
can be viewed as a loan made by a fund to the seller of the obligation
with such obligation serving as collateral for the seller’s agreement to repay
the amount borrowed with interest. Repurchase agreements provide the
opportunity to earn a return on cash that is only temporarily available.
Repurchase agreements may be entered with banks, brokers, or dealers.
However, a repurchase agreement will only be entered with a broker or dealer if
the broker or dealer agrees to deposit additional collateral should the
value of the obligation purchased decrease below the resale price.
Generally,
repurchase agreements are of a short duration, often less than one week but on
occasion for longer periods. Securities subject to repurchase
agreements will be valued every business day and additional collateral will be
requested if necessary so that the value of the collateral is at least equal
to the value of the repurchase obligation, including the interest accrued
thereon.
A
subadvisor shall engage in a repurchase agreement transaction only with those
banks or broker dealers who meet the subadvisor’s quantitative and qualitative
criteria regarding creditworthiness, asset size and collateralization
requirements. The Advisor also may engage in repurchase agreement transactions
on behalf of the funds. The counterparties to a repurchase agreement transaction
are limited to a:
• |
Federal
Reserve System member bank; |
• |
primary
government securities dealer reporting to the Federal Reserve Bank of New
York’s Market Reports Division; or |
• |
broker
dealer that reports U.S. government securities positions to the Federal
Reserve Board. |
A fund also
may participate in repurchase agreement transactions utilizing the settlement
services of clearing firms that meet the subadvisors’ creditworthiness
requirements.
The Advisor
and the subadvisors will continuously monitor repurchase agreement transactions
to ensure that the collateral held with respect to a repurchase
agreement equals or exceeds the amount of the obligation.
The risk of
a repurchase agreement transaction is limited to the ability of the seller to
pay the agreed-upon sum on the delivery date. In the event of bankruptcy
or other default by the seller, the instrument purchased may decline in value,
interest payable on the instrument may be lost and there may be possible
difficulties and delays in obtaining collateral and delays and expense in
liquidating the instrument. If an issuer of a repurchase agreement fails to
repurchase the underlying obligation, the loss, if any, would be the difference
between the repurchase price and the underlying obligation’s market
value. A fund also might incur certain costs in liquidating the underlying
obligation. Moreover, if bankruptcy or other insolvency proceedings are
commenced with respect to the seller, realization upon the underlying obligation
might be delayed or limited.
Under a
reverse repurchase agreement, a fund sells a debt security and agrees to
repurchase it at an agreed-upon time and at an agreed-upon price. The fund
retains record ownership of the security and the right to receive interest and
principal payments thereon. At an agreed-upon future date, the fund
repurchases the security by remitting the proceeds previously received, plus
interest. The difference between the amount the fund receives for the
security and the amount it pays on repurchase is payment of interest. In certain
types of agreements, there is no agreed-upon repurchase date and interest
payments are calculated daily, often based on the prevailing overnight
repurchase rate. A reverse repurchase agreement may be considered a form of
leveraging and may, therefore, increase fluctuations in a fund’s NAV per share.
Subject to the requirements noted under “Risk of Additional Government
Regulation of Derivatives” and “Use of Segregated and Other Special Accounts,” a
fund will cover its repurchase agreement transactions by
maintaining in a segregated custodial account cash, Treasury bills, other U.S.
government securities, or other liquid assets having an aggregate value at
least equal to the amount of such commitment to repurchase including accrued
interest, until payment is made.
No fund
will enter into reverse repurchase agreements and other borrowings except from
banks as a temporary measure for extraordinary emergency purposes in
amounts not to exceed 33 1/3% of the fund’s total assets (including the amount
borrowed) taken at market value. The funds will not use leverage to
attempt to increase total return. The funds will enter into reverse repurchase
agreements only with federally insured banks that are approved in
advance as being creditworthy by the Trustees. Under procedures established by
the Trustees, the subadvisor will monitor the creditworthiness
of the banks involved.
A fund may
effect simultaneous purchase and sale transactions that are known as
“sale-buybacks.” A sale-buyback is similar to a reverse repurchase agreement,
except that in a sale-buyback, the counterparty that purchases the security is
entitled to receive any principal or interest payments made on the
underlying security pending settlement of the fund’s repurchase of the
underlying security. A fund’s obligations under a sale-buyback typically
would be
offset by liquid assets equal in value to the amount of the fund’s forward
commitment to repurchase the subject security.
Foreign
Repurchase Agreements. Foreign
repurchase agreements involve an agreement to purchase a foreign security and to
sell that security back to the
original seller at an agreed-upon price in either U.S. dollars or foreign
currency. Unlike typical U.S. repurchase agreements, foreign repurchase
agreements may not be fully collateralized at all times. The value of a security
purchased may be more or less than the price at which the counterparty
has agreed to repurchase the security. In the event of default by the
counterparty, a fund may suffer a loss if the value of the security purchased
is less than the agreed-upon repurchase price, or if it is unable to
successfully assert a claim to the collateral under foreign laws. As a
result,
foreign repurchase agreements may involve higher credit risks than repurchase
agreements in U.S. markets, as well as risks associated with currency
fluctuations. In addition, as with other emerging market investments, repurchase
agreements with counterparties located in emerging markets, or
relating to emerging markets, may involve issuers or counterparties with lower
credit ratings than typical U.S. repurchase agreements.
Short
Sales
A fund may
engage in short sales and short sales “against the box.” In a short sale against
the box, a fund borrows securities from a broker-dealer and sells the
borrowed securities, and at all times during the transaction, a fund either owns
or has the right to acquire the same securities at no extra cost. If
the price of the security has declined at the time a fund is required to deliver
the security, a fund will benefit from the difference in the price. If
the price
of a security has increased, the funds will be required to pay the
difference.
In
addition, a fund may sell a security it does not own in anticipation of a
decline in the market value of that security (a “short sale”). To
complete such a
transaction, a fund must borrow the security to make delivery to the buyer. The
fund is then obligated to replace the security borrowed by purchasing
it at
market price at the time of replacement. The price at such time may be more or
less than the price at which the security was sold by the fund. Until the
security is replaced, the fund is required to pay the lender any dividends or
interest which accrues during the period of the loan. To borrow the security,
the fund also may be required to pay a premium, which would increase the cost of
the security sold. The proceeds of the short sale are typically
retained by the broker to meet margin requirements until the short position is
closed out. Subject to the requirements noted under “Risk of Additional
Government Regulation of Derivatives” and “Use of Segregated and Other Special
Accounts,” until a fund replaces a borrowed security, it will segregate
with its custodian cash or other liquid assets at such a level that the amount
segregated plus the amount deposited with the broker as collateral
(generally not including proceeds from the short sales) will equal the current
value of the security sold short. Except for short sales against-the-box,
the amount of a fund’s net assets that may be committed to short sales is
limited and the securities in which short sales are made must be listed on a
national securities exchange.
A fund will
incur a loss as a result of the short sale if the price of the security
increases between the date of the short sale and the date on which the
fund
replaced the borrowed security and theoretically the fund’s loss could be
unlimited. A fund will generally realize a gain if the security declines in
price
between those dates. This result is the opposite of what one would expect from a
cash purchase of a long position in a security. The amount of any gain
will be decreased, and the amount of any loss increased, by the amount of any
premium, dividends or interest the fund may be required to pay in
connection with a short sale. Short selling may amplify changes in a fund’s NAV.
Short selling also may produce higher than normal portfolio turnover,
which may result in increased transaction costs to a fund.
Short-Term
Trading
Short-term
trading means the purchase and subsequent sale of a security after it has been
held for a relatively brief period of time. If and to the extent consistent
with and permitted by its investment objective and policies, a fund may engage
in short-term trading in response to stock market conditions,
changes in interest rates or other economic trends and developments, or to take
advantage of yield disparities between various fixed-income
securities in order to realize capital gains or improve income. Short-term
trading may have the effect of increasing portfolio turnover rate. A
high rate
of portfolio turnover (100% or greater) involves correspondingly greater
brokerage transaction expenses and may make it more difficult for a fund to
qualify as a RIC for federal income tax purposes (for additional information
about qualification as a RIC under the Code, see “Additional Information
Concerning Taxes” in this SAI). See “Portfolio Turnover.”
Sovereign
Debt Obligations
Sovereign
debt obligations are issued or guaranteed by foreign governments or their
agencies. Sovereign debt may be in the form of conventional securities
or other types of debt instruments such as loan or loan participations.
Typically, sovereign debt of developing countries may involve a high
degree of
risk and may be in default or present the risk of default, however, sovereign
debt of developed countries also may involve a high degree of risk and
may be in default or present the risk of default. Governments rely on taxes and
other revenue sources to pay interest and principal on their debt
obligations, and governmental entities responsible for repayment of the debt may
be unable or unwilling to repay principal and pay interest when due and may
require renegotiation or rescheduling of debt payments. The payment of principal
and interest on these obligations may be adversely affected by
a variety of factors, including economic results, changes in interest and
exchange rates, changes in debt ratings, a limited tax base or limited
revenue sources, natural disasters, or other economic or credit problems. In
addition, prospects for repayment and payment of interest may depend on
political as well as economic factors. Defaults in sovereign debt obligations,
or the perceived risk of default, also may impair the market for other
securities and debt instruments, including securities issued by banks and other
entities holding such sovereign debt, and negatively impact the funds.
U.S.
Government and Government Agency Obligations
U.S.
Government Obligations. U.S.
government obligations are debt securities issued or guaranteed as to principal
or interest by the U.S. Treasury. These
securities include treasury bills, notes and bonds.
GNMA
Obligations. GNMA
obligations are mortgage-backed securities guaranteed by the GNMA, which
guarantee is supported by the full faith and credit of
the U.S. government.
U.S.
Agency Obligations. U.S.
government agency obligations are debt securities issued or guaranteed as to
principal or interest by an agency or instrumentality
of the U.S. government pursuant to authority granted by Congress. U.S.
government agency obligations include, but are not limited to:
U.S.
Instrumentality Obligations. U.S.
instrumentality obligations include, but are not limited to, those issued by the
Export-Import Bank and Farmers
Home Administration.
Some
obligations issued or guaranteed by U.S. government agencies or
instrumentalities are supported by the right of the issuer to borrow from the
U.S.
Treasury or the Federal Reserve Banks, such as those issued by FICBs. Others,
such as those issued by Fannie Mae, FHLBs and Freddie Mac, are supported
by discretionary authority of the U.S. government to purchase certain
obligations of the agency or instrumentality. In addition, other obligations,
such as those issued by the SLMA, are supported only by the credit of the agency
or instrumentality. There also are separately traded interest
components of securities issued or guaranteed by the U.S. Treasury.
No
assurance can be given that the U.S. government will provide financial support
for the obligations of such U.S. government-sponsored agencies or instrumentalities
in the future, since it is not obligated to do so by law. In this SAI, “U.S.
government securities” refers not only to securities issued or guaranteed
as to principal or interest by the U.S. Treasury but also to securities that are
backed only by their own credit and not the full faith and credit of the U.S.
government.
It is
possible that the availability and the marketability (liquidity) of the
securities discussed in this section could be adversely affected by actions of
the U.S.
government to tighten the availability of its credit. In 2008, FHFA, an agency
of the U.S. government, placed Fannie Mae and Freddie Mac into conservatorship,
a statutory process with the objective of returning the entities to normal
business operations. The FHFA will act as the conservator to operate
Fannie Mae and Freddie Mac until they are stabilized. It is unclear what effect
this conservatorship will have on the securities issued or guaranteed
by Fannie Mae or Freddie Mac.
Variable
and Floating Rate Obligations
Investments
in floating or variable rate securities normally will involve industrial
development or revenue bonds, which provide that the rate of interest
is set as a
specific percentage of a designated base rate, such as rates of Treasury Bonds
or Bills or the prime rate at a major commercial bank. In addition, a
bondholder can demand payment of the obligations on behalf of the investing fund
on short notice at par plus accrued interest, which amount may
be more or less than the amount the bondholder paid for them. The maturity of
floating or variable rate obligations (including participation
interests therein) is deemed to be the longer of: (i) the notice period required
before a fund is entitled to receive payment of the obligation upon
demand; or (ii) the period remaining until the obligation’s next interest rate
adjustment. If not redeemed by the investor through the demand feature,
the obligations mature on a specified date, which may range up to thirty years
from the date of issuance.
Warrants
Warrants
may trade independently of the underlying securities. Warrants are rights to
purchase securities at specific prices and are valid for a specific period of
time. Warrant prices do not necessarily move parallel to the prices of the
underlying securities, and warrant holders receive no dividends and have no
voting rights or rights with respect to the assets of an issuer. The price of a
warrant may be more volatile than the price of its underlying security,
and a warrant may offer greater potential for capital appreciation as well as
capital loss. Warrants cease to have value if not exercised prior to
the
expiration date. These factors can make warrants more speculative than other
types of investments.
When-Issued/Delayed
Delivery/Forward Commitment Securities
When-issued,
delayed-delivery or forward-commitment transactions involve a commitment to
purchase or sell securities at a predetermined price or yield in
which payment and delivery take place after the customary settlement for such
securities (which is typically one month or more after trade date). When
purchasing securities in one of these types of transactions, payment for the
securities is not required until the delivery date, however, the purchaser
assumes the rights and risks of ownership, including the risks of price and
yield fluctuations and the risk that the security will not be delivered.
When a fund has sold securities pursuant to one of these transactions, it will
not participate in further gains or losses with respect to that security.
At the time of delivery, the value of when-issued, delayed-delivery or forward
commitment securities may be more or less than the transaction price, and
the yields then available in the market may be higher or lower than those
obtained in the transaction.
Under
normal circumstances, when a fund purchases securities on a when-issued or
forward commitment basis, it will take delivery of the securities, but a fund
may, if deemed advisable, sell the securities before the settlement date.
Forward contracts may settle in cash between the counterparty and the
fund or by physical settlement of the underlying securities, and a fund may
renegotiate or roll over a forward commitment transaction. In general, a
fund does not pay for the securities, or start earning interest on them, or
deliver or take possession of securities until the obligations are scheduled
to be settled. In such transactions, no cash changes hands on the trade date,
however, if the transaction is collateralized, the exchange of margin may
take place between the fund and the counterparty according to an agreed-upon
schedule. A fund does, however, record the transaction and reflect
the value each day of the securities in determining its NAV.
Subject to
the requirements noted under “Risk of Additional Government Regulation of
Derivatives” and “Use of Segregated and Other Special Accounts,”
while awaiting settlement of the obligations purchased or sold on such basis, a
fund will maintain on its records liquid assets consisting of cash,
liquid high quality debt obligations or other assets equal to the amount of the
commitments to purchase or sell when-issued, delayed-delivery or forward
commitment securities. The availability of liquid assets for this purpose and
the effect of asset segregation on a fund’s ability to meet its current
obligations, to honor requests for redemption, and to otherwise manage its
investment portfolio will limit the extent to which the fund may purchase
when-issued or forward commitment securities.
Yield
Curve Notes
Inverse
floating rate securities include, but are not limited to, an inverse floating
rate class of a government agency-issued yield curve note. A yield curve note
is a fixed-income security that bears interest at a floating rate that is reset
periodically based on an interest rate benchmark. The interest rate resets
on a yield curve note in the opposite direction from the interest rate
benchmark.
Zero
Coupon Securities, Deferred Interest Bonds and Pay-In-Kind
Bonds
Zero coupon
securities, deferred interest bonds and pay-in-kind bonds involve special risk
considerations. Zero coupon securities and deferred interest
bonds are debt securities that pay no cash income but are sold at substantial
discounts from their value at maturity. While zero coupon bonds do not
require the periodic payment of interest, deferred interest bonds provide for a
period of delay before the regular payment of interest begins. When a zero
coupon security or a deferred interest bond is held to maturity, its entire
return, which consists of the amortization of discount, comes from the
difference between its purchase price and its maturity value. This difference is
known at the time of purchase, so that investors holding these securities
until maturity know at the time of their investment what the return on their
investment will be. Pay-in-kind bonds are bonds that pay all or a portion of
their interest in the form of debt or equity securities.
Zero coupon
securities, deferred interest bonds and pay-in-kind bonds are subject to greater
price fluctuations in response to changes in interest rates than
ordinary interest-paying debt securities with similar maturities. The value of
zero coupon securities and deferred interest bonds usually appreciates
during periods of declining interest rates and usually depreciates during
periods of rising interest rates.
|
Issuers
of Zero Coupon Securities and Pay-In-Kind Bonds. Zero
coupon securities and pay-in-kind bonds may be issued by a wide variety of
corporate
and governmental issuers. Although zero coupon securities and pay-in-kind
bonds are generally not traded on a national securities exchange,
these securities are widely traded by brokers and dealers and, to the
extent they are widely traded, will not be considered illiquid for the
purposes
of the investment restriction under “Illiquid
Securities.” |
|
Tax
Considerations.
Current federal income tax law requires the holder of a zero coupon
security or certain pay-in-kind bonds to accrue income with
respect to these securities prior to the receipt of cash payments. To
maintain its qualification as a RIC under the Code and avoid liability for
federal
income and excise taxes, a fund may be required to distribute income
accrued with respect to these securities and may have to dispose of
portfolio
securities under disadvantageous circumstances in order to generate cash
to satisfy these distribution
requirements. |
RISK
FACTORS
The risks
of investing in certain types of securities are described below. Risks are only
applicable to a fund if and to the extent that corresponding investments,
or indirect exposures to such investments through derivative contracts, are
consistent with and permitted by the fund’s investment objectives
and policies. The value of an individual security or a particular type of
security can be more volatile than the market as a whole and can perform
differently than the value of the market as a whole. By owning shares of the
underlying funds, each fund of funds indirectly invests in the securities
and instruments held by the underlying funds and bears the same risks of such
underlying funds.
Cash
Holdings Risk
A fund may
be subject to delays in making investments when significant purchases or
redemptions of fund shares cause the fund to have an unusually large cash
position. When the fund has a higher than normal cash position, it may incur
“cash drag,” which is the opportunity cost of holding a significant
cash position. This significant cash position might cause the fund to miss
investment opportunities it otherwise would have benefited from if fully
invested, or might cause the fund to pay more for investments in a rising
market, potentially reducing fund performance.
Collateralized
Debt Obligations
The risks
of an investment in a CDO depend largely on the quality of the collateral
securities and the class of the instrument in which a fund invests. Normally,
CDOs are privately offered and sold, and thus, are not registered under the
securities laws. As a result, investments in CDOs may be characterized
by a fund as illiquid, however an active dealer market may exist for CDOs
allowing them to qualify for treatment as liquid under Rule 144A
transactions. In addition to the normal risks associated with fixed-income
securities discussed elsewhere in this SAI and the Prospectus (e.g.,
interest
rate risk and default risk), CDOs carry risks including, but are not limited to
the possibility that: (i) distributions from collateral securities will
not be
adequate to make interest or other payments; (ii) the quality of the collateral
may decline in value or default; (iii) a fund may invest in CDO classes
that are subordinate to other classes of the CDO; and (iv) the complex structure
of the CDO may not be fully understood at the time of investment
and may produce disputes with the issuer or unexpected investment
results.
Equity
Securities
Equity
securities include common, preferred and convertible preferred stocks and
securities the values of which are tied to the price of stocks, such as
rights,
warrants and convertible debt securities. Common and preferred stocks represent
equity ownership in a company. Stock markets are volatile. The price
of equity securities will fluctuate and can decline and reduce the value of a
fund’s investment in equities. The price of equity securities fluctuates
based on changes in a company’s financial condition and overall market and
economic conditions. The value of equity securities purchased by a fund
could decline if the financial condition of the issuers of these securities
declines or if overall market and economic conditions deteriorate. Even funds
that invest in high quality or “blue chip” equity securities or securities of
established companies with large market capitalizations (which generally
have strong financial characteristics) can be negatively impacted by poor
overall market and economic conditions. Companies with large market
capitalizations also may have less growth potential than smaller companies and
may be able to react less quickly to change in the marketplace.
ESG
Integration Risk
Certain
subadvisors may integrate research on environmental, social and governance
(“ESG”) factors into a fund’s investment process. Such
subadvisors
may consider ESG factors that it deems relevant or additive, along with other
material factors and analysis, when managing
a fund. ESG
factors may
include, but are not limited to, matters regarding board diversity, climate
change policies, and supply chain and human rights policies.
Incorporating
ESG criteria and making
investment decisions based on certain
ESG characteristics, as determined by a subadvisor, carries the risk that
a fund may
perform differently, including underperforming, funds that do not utilize ESG
criteria,
or funds that utilize different ESG criteria. Integration
of ESG
factors into a fund’s investment process may result in a subadvisor making
different investment
decisions for a fund
than for a fund with a similar
investment universe and/or investment style that does not incorporate such
considerations in its investment strategy or processes, and a fund’s
investment performance may be affected.
Integration of ESG factors into a fund’s investment process does not preclude a
fund from including companies
with low ESG scores or excluding companies with high ESG scores in a fund’s
investments.
The ESG
characteristics utilized in a fund’s investment process may change over time,
and different ESG characteristics may be relevant to different investments.
Successful integration of ESG factors will depend on a subadvisor’s skill in
researching,
identifying, and applying these factors, as well as
on
the
availability of relevant data. The method of evaluating ESG factors and
subsequent impact on portfolio composition, performance, proxy voting
decisions
and other factors, is subject to the interpretation of a subadvisor in
accordance with the fund’s investment objective and strategies. ESG factors may
be evaluated differently by different subadvisors, and may not carry the same
meaning to all investors and subadvisors. The
regulatory landscape
with respect to ESG investing in the United States is evolving and any future
rules or regulations may require a fund to change its investment process
with respect to ESG integration.
European
Risk
Countries
in Europe may be significantly affected by fiscal and monetary controls
implemented by the EU and EMU, which require member countries to comply with
restrictions on inflation rates, deficits, interest rates, debt levels and
fiscal and monetary controls. Decreasing imports or exports, changes in
governmental or other regulations on trade, changes in the exchange rate or
dissolution of the Euro, the default or threat of default by one or more EU
member countries on its sovereign debt, and/or an economic recession in one or
more EU member countries may have a significant adverse
effect on other European economies and major trading partners outside
Europe.
In recent
years, the European financial markets have experienced volatility and adverse
trends due to concerns about economic downturns, rising government
debt levels and the possible default of government debt in several European
countries. The European Central Bank and IMF have previously
bailed-out several European countries. There is no guarantee that these
institutions will continue to provide financial support, and markets
may react
adversely to any reduction in financial support. A default or debt restructuring
by any European country can adversely impact holders of that country’s
debt and sellers of credit default swaps linked to that country’s
creditworthiness, which may be located in countries other than those listed
above, and
can affect exposures to other EU countries and their financial companies as
well.
Uncertainties
surrounding
the sovereign debt of a number of EU countries and the viability
of the EU have disrupted
and may in the future disrupt markets in
the United States and around the world. If one or more countries leave the EU or
the EU dissolves, the global
securities
markets likely
will
be
significantly disrupted. On January 31, 2020, the UK left the EU, commonly
referred to as “Brexit,” and the UK ceased to be a member of the EU.
Following a
transition period during which the EU and the UK Government engaged in a series
of negotiations regarding the terms of the UK’s future relationship
with the EU, the EU and the UK Government signed an agreement on December 30,
2020 regarding the economic relationship between the UK and
the EU. This agreement became effective on a provisional basis on January 1,
2021 and
formally entered into force on May 1, 2021. While the full
impact of Brexit is unknown, Brexit has already resulted in volatility in
European and global markets. There
remains significant market uncertainty
regarding Brexit’s ramifications, and the range and potential implications of
possible political, regulatory, economic, and market outcomes
are difficult to predict. The
uncertainty resulting from the transition period may affect
other countries in the EU and elsewhere, cause
volatility
within the EU, or trigger
prolonged
economic downturns in certain countries within the EU. It is also possible that
various countries within the UK, such as
Scotland or Northern Ireland, could seek to separate and remain a part of the
EU. Other secessionist movements including countries seeking to
abandon the Euro or withdraw from the EU may cause volatility and uncertainty in
the EU.
The UK has
one of the largest economies in Europe and is a major trading partner with the
EU
countries and the United States. Brexit might negatively affect The
City of London’s economy, which is heavily dominated by financial services, as
banks might be forced to move staff and comply with two separate
sets of rules or lose business to banks in Continental Europe. In addition,
Brexit may create additional and substantial economic stresses for the UK,
including a contraction of the UK economy and price volatility in UK stocks,
decreased trade, capital outflows, devaluation of the British pound,
wider
corporate bond spreads due to uncertainty and declines in business and consumer
spending as well as foreign direct investment. Brexit may also
adversely affect UK-based financial firms that have counterparties in the EU or
participate in market infrastructure (trading venues, clearing houses,
settlement facilities) based in the EU. Additionally,
the spread of the coronavirus (COVID-19) pandemic is likely to continue to
stretch the resources
and deficits of many countries in the EU and throughout the world, increasing
the possibility that countries may be unable to make payments on
their sovereign debt. These
events and the resulting market volatility may have an adverse effect on the
performance of the fund.
Investing
in the securities of Eastern European issuers is highly speculative and involves
risks not usually associated with investing in the more developed
markets of Western Europe. Securities markets of Eastern European countries
typically are less efficient and have lower trading volume, lower
liquidity, and higher volatility than more developed markets. Eastern European
economies also may be particularly susceptible to disruption in the
international credit market due to their reliance on bank related inflows of
capital.
To the
extent that a fund invests in European securities, it may be exposed to these
risks through its direct investments in such securities, including sovereign
debt, or indirectly through investments in money market funds and financial
institutions with significant investments in such securities. In addition,
Russia’s increasing international assertiveness could negatively impact EU and
Eastern European economic activity. Please see
“Market Events” for
additional information regarding risks related to sanctions imposed on
Russia.
Fixed-Income
Securities
Fixed-income
securities are generally subject to two principal types of risk: (1)
interest-rate risk; and (2) credit quality risk. Fixed-income securities are
also
subject to liquidity risk.
Interest
Rate Risk.
Fixed-income securities are affected by changes in interest rates. When interest
rates decline, the market value of the fixed-income
securities generally can be expected to rise. Conversely, when interest rates
rise, the market value of fixed-income securities generally can be expected to
decline. Recent and potential future changes in government monetary policy may
affect interest
rates. A sharp and
unexpected rise in interest
rates could impair Money Market Fund’s ability to maintain a stable net asset
value. A low interest rate environment may prevent Money Market Fund
from providing a positive yield to shareholders or paying fund expenses out of
fund assets and could impair the fund’s ability to maintain a stable net
asset value.
The longer
a fixed-income security’s duration, the more sensitive it will be to changes in
interest rates. Similarly, a fund with a longer average portfolio duration
will be more sensitive to changes in interest rates than a fund with a shorter
average portfolio duration. Duration is a measure used to determine
the sensitivity of a security’s price to changes in interest rates that
incorporates a security’s yield, coupon, final maturity, and call features,
among other
characteristics. All other things remaining equal, for each one percentage point
increase in interest rates, the value of a portfolio of fixed-income
investments would generally be expected to decline by one percent for every year
of the portfolio’s average duration above zero. For example, the price
of a bond fund with an average duration of eight years would be expected to fall
approximately 8% if interest rates rose by one percentage point. The
maturity of a security, another commonly used measure of price sensitivity,
measures only the time until final payment is due, whereas duration
takes into account the pattern of all payments of interest and principal on a
security over time, including how these payments are affected by prepayments
and by changes in interest rates, as well as the time until an interest rate is
reset (in the case of variable-rate securities).
The
fixed-income securities market has been and may continue to be negatively
affected by the coronavirus
(COVID-19) pandemic. As with other serious
economic disruptions, governmental authorities and regulators responded
with
significant fiscal and monetary policy changes, including considerably
lowering interest rates, which, in some cases could result in negative interest
rates. These actions, including their possible unexpected or sudden
reversal or potential ineffectiveness, could further increase volatility in
securities and other financial markets and reduce market liquidity. To
the extent
the 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. Similarly, negative rates on investments by money market funds and
similar cash management products could lead to losses on investments,
including on investments of the fund’s uninvested cash. When the
Fed “tapers” or reduces the amount of securities it purchases pursuant
to its
quantitative easing program, and/or raises the federal funds rate, there is a
risk that interest rates will rise, which could expose fixed-income and
related
markets to heightened volatility and could cause the value of a fund’s
investments, and the fund’s NAV, to decline, potentially suddenly and
significantly,
which may negatively impact the fund’s performance.
Credit
Quality Risk.
Fixed-income securities are subject to the risk that the issuer of the security
will not repay all or a portion of the principal borrowed
and will not make all interest payments. If the credit quality of a fixed-income
security deteriorates after a fund has purchased the security, the market
value of the security may decrease and lead to a decrease in the value of the
fund’s investments. Funds that may invest in lower rated fixed-income
securities are riskier than funds that may invest in higher rated fixed-income
securities.
Liquidity
Risk. Liquidity
risk may result from the lack of an active market, the reduced number of
traditional market participants, or the reduced capacity of
traditional market participants to make a market in fixed-income securities. The
capacity of traditional dealers to engage in fixed-income trading has
not kept pace with the bond market’s growth. As a result, dealer inventories of
corporate bonds, which indicate the ability to “make markets,”
i.e., buy or sell a security at the quoted bid and ask price, respectively, are
at or near historic lows relative to market size. Because market makers
provide stability to fixed-income markets, the significant reduction in dealer
inventories could lead to decreased liquidity and increased volatility,
which may become exacerbated during periods of economic or political stress. In
addition, liquidity risk may be magnified in a rising interest rate
environment in which investor redemptions from fixed-income funds may be higher
than normal; the selling of fixed-income securities to satisfy shareholder
redemptions may result in an increased supply of such securities during periods
of reduced investor demand due to a lack of buyers, thereby
impairing the fund’s ability to sell such securities. The secondary market for
certain tax-exempt securities tends to be less well-developed or liquid than
many other securities markets, which may adversely affect a fund’s ability to
sell such securities at attractive prices.
Floating
Rate Loans Risk
Floating
rate loans are generally rated below investment-grade, or if unrated, determined
by the manager to be of comparable quality. They are generally
considered speculative because they present a greater risk of loss, including
default, than higher quality debt instruments. Such investments may, under
certain circumstances, be particularly susceptible to liquidity and valuation
risks. Although certain floating rate loans are collateralized, there is no
guarantee that the value of the collateral will be sufficient or available to
satisfy the borrower’s obligation. In times of unusual or adverse market,
economic or political conditions, floating rate loans may experience higher than
normal default rates. In the event of a serious credit event the value of
the fund’s investments in floating rate loans are more likely to decline. The
secondary market for floating rate loans is limited and, therefore, the fund’s
ability to sell or realize the full value of its investment in these loans to
reinvest sale proceeds or to meet redemption obligations may be impaired.
In addition, floating rate loans generally are subject to extended settlement
periods that may be longer than seven days. As a result, the fund may be
adversely affected by selling other investments at an unfavorable time and/or
under unfavorable conditions to meet redemption requests or pursue
other investment opportunities. In addition, certain floating rate loans may be
“covenant-lite” loans that may contain fewer or less restrictive covenants
on the borrower or may contain other borrower-friendly characteristics. The fund
may experience relatively greater difficulty or delays in enforcing
its rights on its holdings of certain covenant-lite loans and debt securities
than its holdings of loans or securities with the usual
covenants.
In certain
circumstances, floating rate loans may not be deemed to be securities. As a
result, the fund may not have the protection of the anti-fraud provisions
of the federal securities laws. In such cases, the fund generally must rely on
the contractual provisions in the loan agreement and common-law fraud
protections under applicable state law.
Foreign
Securities
Currency
Fluctuations.
Investments in foreign securities may cause a fund to lose money when converting
investments from foreign currencies into U.S.
dollars. A fund may attempt to lock in an exchange rate by purchasing a foreign
currency exchange contract prior to the settlement of an investment
in a foreign security. However, the fund may not always be successful in doing
so, and it could still lose money.
Political
and Economic Conditions.
Investments in foreign securities subject a fund to the political or economic
conditions of the foreign country. These
conditions could cause a fund’s investments to lose value if these conditions
deteriorate for any reason. This risk increases in the case of emerging
market countries which are more likely to be politically unstable. Political
instability could cause the value of any investment in the securities
of an
issuer based in a foreign country to decrease or could prevent or delay a fund
from selling its investment and taking the money out of the
country.
Removal
of Proceeds of Investments from a Foreign Country. Foreign
countries, especially emerging market countries, often have currency
controls or
restrictions that may prevent or delay a fund from taking money out of the
country or may impose additional taxes on money removed from the
country. Therefore, a fund could lose money if it is not permitted to remove
capital from the country or if there is a delay in taking the assets out of
the
country, since the value of the assets could decline during this period, or the
exchange rate to convert the assets into U.S. dollars could worsen.
Nationalization
of Assets.
Investments in foreign securities subject a fund to the risk that the company
issuing the security may be nationalized. If the company
is nationalized, the value of the company’s securities could decrease in value
or even become worthless.
Settlement
of Sales. Foreign
countries, especially emerging market countries, also may have problems
associated with settlement of sales. Such problems
could cause a fund to suffer a loss if a security to be sold declines in value
while settlement of the sale is delayed.
Investor
Protection Standards. Foreign
countries, especially emerging market countries, may have less stringent
investor protection and disclosure standards
than the U.S. Therefore, when making a decision to purchase a security for a
fund, a subadvisor may not be aware of problems associated with the
company issuing the security and may not enjoy the same legal rights as those
provided in the U.S.
Securities
of Emerging Market Issuers or Countries. The risks
described above apply to an even greater extent to investments in emerging
markets.
The securities markets of emerging countries are generally smaller, less
developed, less liquid, and more volatile than the securities markets
of the
United States and developed foreign countries. In addition, the securities
markets of emerging countries may be subject to a lower level of monitoring
and regulation. Government enforcement of existing securities regulations also
has been extremely limited, and any such enforcement may be
arbitrary and the results difficult to predict with any degree of certainty.
Many emerging countries have experienced substantial, and in some periods
extremely high, rates of inflation for many years. Inflation and rapid
fluctuations in inflation rates have had and may continue to have very
negative
effects on the economies and securities markets of some emerging countries.
Economies in emerging markets generally are heavily dependent
upon international trade and, accordingly, have been and may continue to be
affected adversely by trade barriers, exchange controls, managed
adjustments in relative currency values, and other protectionist measures
imposed or negotiated by the countries with which they trade. Economies
in emerging markets also have been and may continue to be adversely affected by
economic conditions in the countries with which they trade. The
economies of countries with emerging markets also may be predominantly based on
only a few industries or dependent on revenues from particular
commodities. In many cases, governments of emerging market countries continue to
exercise significant control over their economies, and government
actions relative to the economy, as well as economic developments generally, may
affect the capacity of issuers of debt instruments to make
payments on their debt obligations, regardless of their financial
condition.
Restrictions
on Investments. There may
be unexpected restrictions on investments in companies located in certain
foreign countries. For example, on November
12, 2020, the President of the United States signed an Executive Order
prohibiting U.S. persons from purchasing or investing in publicly-traded
securities of companies identified by the U.S. government as “Communist Chinese
military companies,” or in instruments that are derivative
of, or are designed to provide investment exposure to, such securities. In
addition, to the extent that a fund holds such a security, one or more fund
intermediaries may decline to process customer orders with respect to such fund
unless and until certain representations are made by the fund or the
prohibited holdings are divested. As a result of forced sales of a security, or
inability to participate in an investment the manager otherwise believes is
attractive, a fund may incur losses.
Gaming-Tribal
Authority Investments
The value
of a fund’s investments in securities issued by gaming companies, including
gaming facilities operated by Indian (Native American) tribal authorities,
is subject to legislative or regulatory changes, adverse market conditions,
and/or increased competition affecting the gaming sector. Securities
of gaming companies may be considered speculative, and generally exhibit greater
volatility than the overall market. The market value of gaming
company securities may fluctuate widely due to unpredictable earnings, due in
part to changing consumer tastes and intense competition, strong
reaction to technological developments, and the threat of increased government
regulation.
Securities
issued by Indian tribal authorities are subject to particular risks. Indian
tribes enjoy sovereign immunity, which is the legal privilege by which
the United
States federal, state, and tribal governments cannot be sued without their
consent. In order to sue an Indian tribe (or an agency or instrumentality
thereof), the tribe must have effectively waived its sovereign immunity with
respect to the matter in dispute. Certain Indian tribal authorities
have agreed to waive their sovereign immunity in connection with their
outstanding debt obligations. Generally, waivers of sovereign immunity
have been held to be enforceable against Indian tribes. Nevertheless, if a
waiver of sovereign immunity is held to be ineffective, claimants, including
investors in Indian tribal authority securities (such as a fund), could be
precluded from judicially enforcing their rights and
remedies.
Further, in
most commercial disputes with Indian tribes, it may be difficult or impossible
to obtain federal court jurisdiction. A commercial dispute may not present
a federal question, and an Indian tribe may not be considered a citizen of any
state for purposes of establishing diversity jurisdiction. The U.S.
Supreme Court has held that jurisdiction in a tribal court must be exhausted
before any dispute can be heard in an appropriate federal court. In cases where
the jurisdiction of the tribal forum is disputed, the tribal court first must
rule as to the limits of its own jurisdiction. Such jurisdictional issues, as
well as the general view that Indian tribes are not considered to be subject to
ordinary bankruptcy proceedings, may be disadvantageous to holders of
obligations issued by Indian tribal authorities, including a
fund.
Greater
China Region Risk
Investments
in the Greater China region are subject to special risks, such as less developed
or less efficient trading markets, restrictions on monetary repatriation
and possible seizure, nationalization or expropriation of assets. Taiwan’s
history of political contention with China has resulted in ongoing tensions
between the two countries and, at times, threats of military conflict.
Investments
in Taiwan could be adversely affected by its political and economic
relationship with China. In addition, the willingness of the government of the
PRC to support the Mainland
China and Hong
Kong economies and markets
is uncertain, and changes in government policy could significantly affect the
markets in both Hong Kong and China. For example, a government
may restrict investment in companies or industries considered important to
national interests, or intervene in the financial markets, such as by
imposing trading restrictions, or banning or curtailing short selling. The PRC
also maintains strict currency controls and imposes repatriation restrictions
in order to achieve economic, trade and political objectives and regularly
intervenes in the currency market. The imposition of currency controls
and repatriation restrictions may negatively impact the performance and
liquidity of a fund as capital may become trapped in the PRC. Chinese
yuan currency exchange rates can be very volatile and can change quickly and
unpredictably. A small number of companies and industries may
generally
represent a
relatively large portion of the Greater China market. Consequently, a fund may
experience greater price volatility and significantly
lower liquidity than a portfolio invested solely in equity securities of U.S.
issuers. These companies and industries also may be subject to greater
sensitivity to adverse political, economic or regulatory developments generally
affecting the market (see “Risk Factors – Foreign Securities”).
To the
extent a fund invests in securities of Chinese issuers, it may be subject to
certain risks associated with variable interest entities (“VIEs”). VIEs
are widely
used by China-based companies where China restricts or prohibits foreign
ownership in certain sectors, including telecommunications, technology,
media, and education. In a typical VIE structure, a shell company is set up in
an offshore jurisdiction and enters into contractual arrangements
with a China-based operating company. The VIE lists on a U.S. exchange and
investors then purchase the stock issued by the VIE. The VIE
structure is designed to provide investors with economic exposure to the Chinese
company that replicates equity ownership, without providing actual
equity ownership.
VIE
structures do not offer the same level of investor protections as direct
ownership and investors may experience losses if VIE structures are altered,
contractual
disputes emerge, or the legal status of the VIE structure is prohibited under
Chinese law. Additionally, significant portions of the Chinese securities
markets may also become rapidly illiquid, as Chinese issuers have the ability to
suspend the trading of their equity securities, and have shown a
willingness to exercise that option in response to market volatility and other
events.
The legal
status of the VIE structure remains uncertain under Chinese law. There is risk
that the Chinese government may cease to tolerate such VIE structures
at any time or impose new restrictions on the structure, in each case either
generally or with respect to specific issuers. If new laws, rules or
regulations
relating to VIE structures are adopted, investors, including a fund, could
suffer substantial, detrimental, and possibly permanent losses with little
or no recourse available.
In
addition, VIEs may be delisted if they do not meet U.S. accounting standards and
auditor oversight requirements. Delisting would significantly decrease
the liquidity and value of the securities of these companies, decrease the
ability of a fund to invest in such securities and may increase the expenses of
a fund if it is required to seek alternative markets in which to invest in such
securities.
High
Yield (High Risk) Securities
General. A fund may
invest in high yield (high risk) securities, consistent with its investment
objectives and policies. High yield (high risk) securities (also known
as “junk bonds”) are those rated below investment grade and comparable unrated
securities. These securities offer yields that fluctuate over time,
but generally are superior to the yields offered by higher-rated securities.
However, securities rated below investment grade also have greater
risks than higher-rated securities as described below.
Interest
Rate Risk. To the
extent that a fund invests in fixed-income securities, the NAV of the fund’s
shares can be expected to change as general levels of
interest rates fluctuate. However, the market values of securities rated below
investment grade (and comparable unrated securities) tend to react less
to fluctuations in interest rate levels than do those of higher-rated
securities. Except to the extent that values are affected independently by
other
factors (such as developments relating to a specific issuer) when interest rates
decline, the value of a fixed-income fund generally rise. Conversely,
when interest rates rise, the value of a fixed-income fund will
decline.
Liquidity. The
secondary markets for high yield corporate and sovereign debt securities are not
as liquid as the secondary markets for investment grade
securities. The secondary markets for high yield debt securities are
concentrated in relatively few market makers and participants are mostly
institutional
investors. In addition, the trading volume for high yield debt securities is
generally lower than for investment grade securities. Furthermore,
the secondary markets could contract under adverse market or economic conditions
independent of any specific adverse changes in the condition
of a particular issuer.
These
factors may have an adverse effect on the ability of funds investing in high
yield securities to dispose of particular portfolio investments. These
factors
also may limit funds that invest in high yield securities from obtaining
accurate market quotations to value securities and calculate NAV. If a
fund
investing in high yield debt securities is not able to obtain precise or
accurate market quotations for a particular security, it will be more difficult
for the
subadvisor to value the fund’s investments.
Less liquid
secondary markets also may affect a fund’s ability to sell securities at their
fair value. Each fund may invest in illiquid securities, subject to certain
restrictions (see “Additional Investment Policies and Other Instruments”). These
securities may be more difficult to value and to sell at fair value. If
the secondary markets for high yield debt securities are affected by adverse
economic conditions, the proportion of a fund’s assets invested in illiquid
securities may increase.
Below-Investment
Grade Corporate Debt Securities. While the
market values of securities rated below investment grade (and comparable
unrated
securities) tend to react less to fluctuations in interest rate levels than do
those of higher-rated securities, the market values of below-investment
grade corporate debt securities tend to be more sensitive to individual
corporate developments and changes in economic conditions than higher-rated
securities.
In
addition, these securities generally present a higher degree of credit risk.
Issuers of these securities are often highly leveraged and may not have
more
traditional methods of financing available to them. Therefore, their ability to
service their debt obligations during an economic downturn or during
sustained periods of rising interest rates may be impaired. The risk of loss due
to default by such issuers is significantly greater than with investment
grade securities because such securities generally are unsecured and frequently
are subordinated to the prior payment of senior indebtedness.
Below-Investment
Grade Foreign Sovereign Debt Securities. Investing
in below-investment grade foreign sovereign debt securities will expose a
fund to the
consequences of political, social or economic changes in the developing and
emerging market countries that issue the securities. The ability and
willingness of sovereign obligors in these countries to pay principal and
interest on such debt when due may depend on general economic and
political conditions within the relevant country. Developing and emerging market
countries have historically experienced (and may continue to experience)
high inflation and interest rates, exchange rate trade difficulties, extreme
poverty and unemployment. Many of these countries also are characterized
by political uncertainty or instability.
The ability
of a foreign sovereign obligor to make timely payments on its external debt
obligations also will be strongly influenced by:
• |
the
obligor’s balance of payments, including export
performance; |
• |
the
obligor’s access to international credits and
investments; |
• |
fluctuations
in interest rates; and |
• |
the
extent of the obligor’s foreign reserves. |
Defaulted
Securities. The risk
of loss due to default may be considerably greater with lower-quality securities
because they are generally unsecured and are
often subordinated to other debt of the issuer. The purchase of defaulted debt
securities involves risks such as the possibility of complete loss of the
investment where the issuer does not restructure to enable it to resume
principal and interest payments. If the issuer of a security in a fund’s
portfolio
defaults, the fund may have unrealized losses on the security, which may lower
the fund’s NAV. Defaulted securities tend to lose much of their value
before they default. Thus, a fund’s NAV may be adversely affected before an
issuer defaults. In addition, a fund may incur additional expenses if it
must try to
recover principal or interest payments on a defaulted security.
Defaulted
debt securities may be illiquid and, as such, will be part of the percentage
limits on investments in illiquid securities discussed under “Illiquid
Securities.”
Obligor’s
Balance of Payments. A country
whose exports are concentrated in a few commodities or whose economy depends on
certain strategic imports
could be vulnerable to fluctuations in international prices of these commodities
or imports. To the extent that a country receives payment for its exports
in currencies other than dollars, its ability to make debt payments denominated
in dollars could be adversely affected.
Obligor’s
Access to International Credits and Investments. If a
foreign sovereign obligor cannot generate sufficient earnings from foreign trade
to service
its external debt, it may need to depend on continuing loans and aid from
foreign governments, commercial banks, and multilateral organizations,
and inflows of foreign investment. The commitment on the part of these entities
to make such disbursements may be conditioned on the government’s
implementation of economic reforms and/or economic performance and the timely
service of its obligations. Failure in any of these efforts may
result in the cancellation of these third parties’ lending commitments, thereby
further impairing the obligor’s ability or willingness to service its
debts on time.
Obligor’s
Fluctuations in Interest Rates. The cost
of servicing external debt is generally adversely affected by rising
international interest rates since many
external debt obligations bear interest at rates that are adjusted based upon
international interest rates.
Obligor’s
Foreign Reserves. The
ability to service external debt also will depend on the level of the relevant
government’s international currency reserves
and its access to foreign exchange. Currency devaluations may affect the ability
of a sovereign obligor to obtain sufficient foreign exchange to service its
external debt.
The
Consequences of a Default. As a
result of the previously listed factors, a governmental obligor may default on
its obligations. If a default occurs, a
fund holding foreign sovereign debt securities may have limited legal recourse
against the issuer and/or guarantor. Remedies must, in some cases, be
pursued in the courts of the defaulting party itself, and the ability of the
holder of the foreign sovereign debt securities to obtain recourse may be
subject to the political climate in the relevant country. In addition, no
assurance can be given that the holders of commercial bank debt will not
contest
payments to the holders of other foreign sovereign debt obligations in the event
of default under their commercial bank loan agreements.
Sovereign
obligors in developing and emerging countries are among the world’s largest
debtors to commercial banks, other governments, international
financial organizations and other financial institutions. These obligors have in
the past experienced substantial difficulties in servicing their
external debt obligations. This difficulty has led to defaults on certain
obligations and the restructuring of certain indebtedness. Restructuring
arrangements
have included, among other things:
• |
reducing
and rescheduling interest and principal payments by negotiating new or
amended credit agreements or converting outstanding principal and
unpaid interest to Brady Bonds; and |
• |
obtaining
new credit to finance interest payments. |
Holders of
certain foreign sovereign debt securities may be requested to participate in the
restructuring of such obligations and to extend further loans to
their issuers. There can be no assurance that the Brady Bonds and other foreign
sovereign debt securities in which a fund may invest will not be subject
to similar restructuring arrangements or to requests for new credit that may
adversely affect the fund’s holdings. Furthermore, certain participants
in the secondary market for such debt may be directly involved in negotiating
the terms of these arrangements and may therefore have access to
information not available to other market participants.
Securities
in the Lowest Rating Categories. Certain
debt securities in which a fund may invest may have (or be considered comparable
to securities
having) the lowest ratings for non-subordinated debt instruments (e.g.,
securities rated “Caa” or lower by Moody’s, “CCC” or lower by S&P or
Fitch).
These securities are considered to have the following
characteristics:
• |
extremely
poor prospects of ever attaining any real investment
standing; |
• |
current
identifiable vulnerability to default; |
• |
unlikely
to have the capacity to pay interest and repay principal when due in the
event of adverse business, financial or economic
conditions; |
• |
are
speculative with respect to the issuer’s capacity to pay interest and
repay principal in accordance with the terms of the obligations;
and/or |
• |
are
in default or not current in the payment of interest or
principal. |
Accordingly,
it is possible that these types of characteristics could, in certain instances,
reduce the value of securities held by a fund with a commensurate
effect on the value of the fund’s shares.
Hong
Kong Stock Connect Program and Bond Connect Program Risk
A fund may
invest in eligible renminbi-denominated class A shares of equity securities that
are listed and traded on certain Chinese stock exchanges (“China
A-Shares”) through Stock Connect, a mutual market access program designed to,
among others, enable foreign investment in the PRC; and in renminbi-denominated
bonds issued in the PRC by Chinese credit, government and quasi-governmental
issuers (“RMB Bonds”), which are available on the CIBM to
eligible foreign investors through, among others, the “Mutual Bond Market Access
between Mainland China and Hong Kong” (“Bond Connect”)
program.
Trading in
China A-Shares through Stock Connect and bonds through Bond Connect is subject
to certain restrictions and risks. A fund’s investment in China
A-Shares may only be traded through Stock Connect and is not otherwise
transferable. The list of securities eligible to be traded on either
program may
change from time to time. Securities listed on either program may lose purchase
eligibility, which could adversely affect a fund’s performance.
While Stock
Connect is not subject to individual investment quotas, daily and aggregate
investment quotas apply to all Stock Connect participants, which may
restrict or preclude a fund’s ability to invest in China A-Shares. For example,
these quota limitations require that buy orders for China A-Shares be
rejected once the remaining balance of the relevant quota drops to zero or the
daily quota is exceeded (although a fund will be permitted to sell China
A-Shares regardless of the quota balance). These limitations may restrict a fund
from investing in China A-Shares on a timely basis, which could
affect a fund’s ability to effectively pursue its investment strategy.
Investment quotas are also subject to change. Bond Connect is not subject to
investment
quotas.
Chinese
regulations prohibit over-selling of China A-Shares. If a fund intends to sell
China A-shares it holds, it must transfer those securities to the accounts of
a fund’s participant broker before the market opens. As a result, a fund may not
be able to dispose of its holdings of China A-Shares in a timely
manner.
Stock
Connect also is generally available only on business days when both the exchange
on which China A-Shares are offered and the Stock Exchange of Hong
Kong are open and when banks in both markets are open on the corresponding
settlement days. Therefore, an investment in China A-Shares through
Stock Connect may subject a fund to a risk of price fluctuations on days where
Chinese stock markets are open, but Stock Connect is not operating.
Similarly, Bond Connect is only available on days when markets in both China and
Hong Kong are open, which may limit a fund’s ability to trade when
it would be otherwise attractive to do so.
Stock
Connect launched in November 2014 and Bond Connect launched in July 2017.
Therefore, trading through Stock Connect and Bond Connect is subject to
trading, clearance, and settlement procedures that may continue to develop as
the programs mature, which could pose risks to a fund. Bond
Connect is relatively new and its effects on the CIBM are uncertain. In
addition, the trading, settlement and information technology systems
required
for non-Chinese investors in Bond Connect are relatively new. In the event of
systems malfunctions or extreme market conditions, trading via Bond
Connect could be disrupted. In addition, the rules governing the operation of
Stock Connect and Bond Connect may be subject to further interpretation
and guidance. There can be no assurance as to the programs’ continued existence
or whether future developments regarding the programs
may restrict or adversely affect a fund’s investments or returns. Additionally,
the withholding tax treatment of dividends, interest, and capital gains
payable to overseas investors may be subject to change. Furthermore, there is
currently no specific formal guidance by the PRC tax authorities
on the
treatment of income tax and other tax categories payable in respect of trading
in CIBM by eligible foreign institutional investors via Bond Connect.
Any changes in PRC tax law, future clarifications thereof, and/or subsequent
retroactive enforcement by the PRC tax authorities of any tax may result
in a material loss to a fund.
Stock
Connect and Bond Connect regulations provide that investors, such as a fund,
enjoy the rights and benefits of equities purchased through Stock Connect and
bonds purchased through Bond Connect. However, the nominee structure under Stock
Connect requires that China A-Shares be held through the
HKSCC as nominee on behalf of investors. For investments via Bond Connect, the
relevant filings, registration with People’s Bank of China, and account
opening have to be carried out via an onshore settlement agent, offshore custody
agent, registration agent, or other third parties (as the case may
be). As such, a fund is subject to the risks of default or errors on the part of
such third parties.
While a
fund’s ownership of China A-Shares will be reflected on the books of the
custodian’s records, a fund will only have beneficial rights in such
A-Shares. The
precise nature and rights of a fund as the beneficial owner of the equities
through the HKSCC as nominee is not well defined under the law of the PRC.
Although the China Securities Regulatory Commission has issued guidance
indicating that participants in Stock Connect will be able to exercise
rights of beneficial owners in the PRC, the exact nature and methods of
enforcement of the rights and interests of a fund under PRC law is uncertain.
In particular, the courts may consider that the nominee or custodian as
registered holder of China A-Shares, has full ownership over the securities
rather than a fund as the underlying beneficial owner. The HKSCC, as nominee
holder, does not guarantee the title to China A-Shares held through it
and is under no obligation to enforce title or other rights associated with
ownership on behalf of beneficial owners. Consequently, title to these
securities, or the rights associated with them, such as participation in
corporate actions or shareholder meetings, cannot be assured.
While
certain aspects of the Stock Connect trading process are subject to Hong Kong
law, PRC rules applicable to share ownership will apply. In addition,
transactions using Stock Connect are not subject to the Hong Kong investor
compensation fund, which means that a fund will be unable to make
monetary claims on the investor compensation fund that it might otherwise be
entitled to with respect to investments in Hong Kong securities. Other risks
associated with investments in PRC securities apply fully to China A-Shares
purchased through Stock Connect.
Similarly,
in China, the Hong Kong Monetary Authority Central Money Markets Unit holds Bond
Connect securities on behalf of ultimate investors (such as a fund)
in accounts maintained with a China-based custodian (either the China Central
Depository & Clearing Co. or the Shanghai Clearing House). This
recordkeeping system subjects a fund to various risks, including the risk that a
fund may have a limited ability to enforce rights as a bondholder and the
risks of settlement delays and counterparty default of the Hong Kong
sub-custodian. In addition, enforcing the ownership rights of a beneficial
holder of
Bond Connect securities is untested and courts in China have limited experience
in applying the concept of beneficial ownership.
China
A-Shares traded via Stock Connect and bonds trading through Bond Connect are
subject to various risks associated with the legal and technical framework
of Stock Connect and Bond Connect, respectively. In the event that the relevant
systems fail to function properly, trading through Stock Connect or
Bond Connect could be disrupted. In the event of high trade volume or unexpected
market conditions, Stock Connect and Bond Connect may be
available only on a limited basis, if at all. Both the PRC and Hong Kong
regulators are permitted, independently of each other, to suspend Stock
Connect in
response to certain market conditions. Similarly, in the event that the relevant
Mainland Chinese authorities suspend account opening or trading on
the CIBM via Bond Connect, a fund’s ability to invest in Chinese bonds will be
adversely affected and limited. In such event, a fund’s ability to achieve its
investment objective will be negatively affected and, after exhausting other
trading alternatives, a fund may suffer substantial losses as a result.
Hybrid
Instruments
The risks
of investing in hybrid instruments are a combination of the risks of investing
in securities, options, futures, swaps, and currencies. Therefore, an
investment in a hybrid instrument may include significant risks not associated
with a similar investment in a traditional debt instrument with a fixed
principal
amount, is denominated in U.S. dollars, or that bears interest either at a fixed
rate or a floating rate determined by reference to a common, nationally
published benchmark. The risks of a particular hybrid instrument will depend
upon the terms of the instrument, but may include, without limitation,
the possibility of significant changes in the benchmarks or the prices of
underlying assets to which the instrument is linked. These risks generally
depend upon factors unrelated to the operations or credit quality of the issuer
of the hybrid instrument and that may not be readily foreseen by the
purchaser. Such factors include economic and political events, the supply and
demand for the underlying assets, and interest rate movements. In recent
years, various benchmarks and prices for underlying assets have been highly
volatile, and such volatility may be expected in the future. See “Hedging
and Other Strategic Transactions” for a description of certain risks associated
with investments in futures, options, and forward contracts. The
principal risks of investing in hybrid instruments are as follows:
|
Volatility.
Hybrid instruments are potentially more volatile and carry greater market
risks than traditional debt instruments. Depending on the structure
of the particular hybrid instrument, changes in a benchmark may be
magnified by the terms of the hybrid instrument and have an even
more
dramatic and substantial effect upon the value of the hybrid instrument.
Also, the prices of the hybrid instrument and the benchmark or
underlying
asset may not move in the same direction or at the same
time. |
|
Leverage
Risk.
Hybrid instruments may bear interest or pay preferred dividends at below
market (or even relatively nominal) rates. Alternatively, hybrid
instruments may bear interest at above market rates, but bear an increased
risk of principal loss (or gain). For example, an increased risk of
principal
loss (or gain) may result if “leverage” is used to structure a hybrid
instrument. Leverage risk occurs when the hybrid instrument is
structured
so that a change in a benchmark or underlying asset is multiplied to
produce a greater value change in the hybrid instrument, thereby
magnifying
the risk of loss, as well as the potential for
gain. |
|
Liquidity
Risk.
Hybrid instruments also may carry liquidity risk since the instruments are
often “customized” to meet the needs of a particular investor.
Therefore, the number of investors that would be willing and able to buy
such instruments in the secondary market may be smaller than for
more
traditional debt securities. In addition, because the purchase and sale of
hybrid instruments could take place in an OTC market without the
|
|
guarantee
of a central clearing organization or in a transaction between a fund and
the issuer of the hybrid instrument, the creditworthiness of the
counterparty
or issuer of the hybrid instrument would be an additional risk factor,
which the fund would have to consider and
monitor. |
|
Lack
of U.S. Regulation.
Hybrid instruments may not be subject to regulation of the CFTC, which
generally regulates the trading of swaps and commodity
futures by U.S. persons, the SEC, which regulates the offer and sale of
securities by and to U.S. persons, or any other governmental regulatory
authority. |
|
Credit
and Counterparty Risk. The
issuer or guarantor of a hybrid instrument may be unable or unwilling to
make timely principal, interest or settlement
payments, or otherwise honor its obligations. Funds that invest in hybrid
instruments are subject to varying degrees of risk that the issuers
of the securities will have their credit rating downgraded or will
default, potentially reducing a fund’s share price and income
level. |
The various
risks discussed above with respect to hybrid instruments particularly the market
risk of such instruments, may cause significant fluctuations
in the NAV of a fund that invests in such instruments.
Industry
or Sector Investing
When a fund
invests a substantial portion of its assets in a particular industry or sector
of the economy, the fund’s investments are not as varied as the investments
of most funds and are far less varied than the broad securities markets. As a
result, the fund’s performance tends to be more volatile than other
funds, and the values of the fund’s investments tend to go up and down more
rapidly. In addition, to the extent that a fund invests significantly in
a
particular industry or sector, it is particularly susceptible to the impact of
market, economic, regulatory and other factors affecting that industry or
sector. The
principal risks of investing in certain sectors are described
below.
|
Consumer
Discretionary. The
consumer discretionary sector may be affected by fluctuations in supply
and demand and may also be adversely affected
by changes in consumer spending as a result of world events, political and
economic conditions, commodity price volatility, changes in exchange
rates, imposition of import controls, increased competition, depletion of
resources and labor relations. |
|
For
example, the coronavirus
(COVID-19) pandemic led
to materially reduced consumer demand in certain sectors, a disruption in
supply chains and
an increase in market closures and retail company bankruptcies. The
coronavirus
(COVID-19) pandemic may affect certain countries, industries,
economic sectors, and companies more than others, may continue
to exacerbate
existing economic, political, or social tensions and may continue
to increase
the probability of an economic recession or depression. The impact on the
consumer discretionary market may last for an extended
period of time. |
|
Consumer
Staples.
Companies in the consumer staples sector may be affected by general
economic conditions, commodity production and pricing,
consumer confidence and spending, consumer preferences, interest rates,
product cycles, marketing, competition, and government regulation.
Other risks include changes in global economic, environmental and
political events, and the depletion of resources. Companies in the
consumer
staples sector may also be negatively impacted by government regulations
affecting their products. For example, government regulations may
affect the permissibility of using various food additives and production
methods of companies that make food products, which could affect
company
profitability. Tobacco companies, in particular, may be adversely affected
by new laws, regulations and litigation. Companies in the consumer
staples sector may also be subject to risks relating to the supply of,
demand for, and prices of raw materials. The prices of raw materials
fluctuate
in response to a number of factors, including, changes in exchange rates,
import and export controls, changes in international agricultural
and
trading policies, and seasonal and weather conditions, among others. In
addition, the success of food, beverage, household and personal
product
companies, in particular, may be strongly affected by unpredictable
factors, such as, demographics, consumer spending, and product
trends. |
|
Energy.
Companies in the energy sector may be affected by energy prices, supply
and demand fluctuations including in energy fuels, energy conservation,
liabilities arising from government or civil actions, environmental and
other government regulations, and geopolitical events including
political
instability and war. The market value of companies in the local energy
sector is heavily impacted by the levels and stability of global energy
prices,
energy conservation efforts, the success of exploration projects, exchange
rates, interest rates, economic conditions, tax and other government
regulations, increased competition and technological advances, as well as
other factors. Companies in this sector may be subject to extensive
government regulation and contractual fixed pricing, which may increase
the cost of doing business and limit these companies’ profits. A
large
part of the returns of these companies depends on few customers, including
governmental entities and utilities. As a result, governmental
budget
constraints may have a significant negative effect on the stock prices of
energy sector companies. Energy companies may also operate in, or
engage
in, transactions involving countries with less developed regulatory
regimes or a history of expropriation, nationalization or other adverse
policies.
As a result, securities of companies in the energy field are subject to
quick price and supply fluctuations caused by events relating to
international
politics. Other risks include liability from accidents resulting in injury
or loss of life or property, pollution or other environmental problems,
equipment malfunctions or mishandling of materials and a risk of loss from
terrorism, political strife and natural disasters. Energy companies
can also be heavily affected by the supply of, and demand for, their
specific product or service and for energy products in general, and
government
subsidization. Energy companies may have high levels of debt and may be
more likely to restructure their businesses if there are downturns
in energy markets or the economy as a
whole. |
|
Companies
in the energy sector were
adversely
affected by reduced demand for oil and other energy commodities as a
result of the slowdown in economic
activity resulting from the spread of the coronavirus
(COVID-19) pandemic and by price competition among key oil producing
countries. Global
oil
prices declined
significantly at the beginning of the coronavirus (COVID-19) pandemic and
have experienced significant price volatility,
including
a period where an oil-price futures contract fell into negative territory
for the first time in history, as demand for oil slowed
and oil storage facilities
had
reached their
storage capacities. The impact on such commodities markets from
varying levels of demand may continue to be volatile for
an extended period of time. |
|
Financial
Services. To
the extent that a fund invests principally in securities of financial
services companies, it is particularly vulnerable to events affecting
that industry. Financial services companies may include, but are not
limited to, commercial and industrial banks, savings and loan associations
and their holding companies, consumer and industrial finance companies,
diversified financial services companies, investment banking,
securities brokerage and investment advisory companies, leasing companies
and insurance companies. The types of companies that compose
the financial services sector may change over time. These companies are
all subject to extensive regulation, rapid business changes, volatile
performance dependent upon the availability and cost of capital,
prevailing interest rates and significant competition. General economic
conditions
significantly affect these companies. Credit and other losses resulting
from the financial difficulty of borrowers or other third parties
have
a potentially adverse effect on companies in this sector. Investment
banking, securities brokerage and investment advisory companies are
particularly
subject to government regulation and the risks inherent in securities
trading and underwriting activities. In addition, all financial
services
companies face shrinking profit margins due to new competitors, the cost
of new technology, and the pressure to compete globally. Banking.
Commercial banks (including “money center” regional and community banks),
savings and loan associations and holding companies of the foregoing
are especially subject to adverse effects of volatile interest rates,
concentrations of loans in particular industries (such as real estate or
energy)
and significant competition. The profitability of these businesses is to a
significant degree dependent upon the availability and cost of
capital
funds. Economic conditions in the real estate market may have a
particularly strong effect on certain banks and savings associations.
Commercial
banks and savings associations are subject to extensive federal and, in
many instances, state regulation. Neither such extensive regulation
nor the federal insurance of deposits ensures the solvency or
profitability of companies in this industry, and there is no assurance
against losses
in securities issued by such companies. Insurance.
Insurance companies are particularly subject to government regulation and
rate setting, potential anti-trust and tax law changes, and industry-wide
pricing and competition cycles. Property and casualty insurance companies
also may be affected by weather and other catastrophes. Life
and health insurance companies may be affected by mortality and morbidity
rates, including the effects of epidemics. Individual insurance
companies
may be exposed to reserve inadequacies, problems in investment portfolios
(for example, due to real estate or “junk” bond holdings) and failures
of reinsurance carriers. |
|
Health
Sciences.
Companies in this sector are subject to the additional risks of increased
competition within the health care industry, changes in legislation
or government regulations, reductions in government funding, product
liability or other litigation and the obsolescence of popular products.
The prices of the securities of health sciences companies may fluctuate
widely due to government regulation and approval of their products
and services, which may have a significant effect on their price and
availability. In addition, the types of products or services produced or
provided
by these companies may quickly become obsolete. Moreover, liability for
products that are later alleged to be harmful or unsafe may be
substantial
and may have a significant impact on a company’s market value or share
price. |
|
Industrials.
Companies in the industrials sector may be affected by general economic
conditions, commodity production and pricing, supply and demand
fluctuations, environmental and other government regulations, geopolitical
events, interest rates, insurance costs, technological developments,
liabilities arising from governmental or civil actions, labor relations,
import controls and government spending. The value of securities
issued by companies in the industrials sector may also be adversely
affected by supply and demand related to their specific products or
services
and industrials sector products in general, as well as liability for
environmental damage and product liability claims and government
regulations.
For example, the products of manufacturing companies may face obsolescence
due to rapid technological developments and frequent new
product introduction. Certain companies within this sector, particularly
aerospace and defense companies, may be heavily affected by government
spending policies because companies involved in this industry rely, to a
significant extent, on government demand for their products and
services, and, therefore, the financial condition of, and investor
interest in, these companies are significantly influenced by governmental
defense
spending policies, which are typically under pressure from efforts to
control the U.S. (and other) government budgets. In addition, securities
of industrials companies in transportation may be cyclical and have
occasional sharp price movements which may result from economic
changes,
fuel prices, labor relations and insurance costs, and transportation
companies in certain countries may also be subject to significant
government
regulation and oversight, which may adversely affect their
businesses. |
|
Internet-Related
Investments. The
value of companies engaged in Internet-related activities, which is a
developing industry, is particularly vulnerable
to: (a) rapidly changing technology; (b) extensive government regulation;
and (c) relatively high risk of obsolescence caused by scientific
and
technological advances. In addition, companies engaged in Internet-related
activities are difficult to value and many have high share prices
relative
to their earnings which they may not be able to maintain over the
long-term. Moreover, many Internet companies are not yet profitable and
will
need additional financing to continue their operations. There is no
guarantee that such financing will be available when needed. Since many
Internet
companies are start-up companies, the risks associated with investing in
small companies are heightened for these companies. A fund that
invests
a significant portion of its assets in Internet-related companies should
be considered extremely risky even as compared to other funds that
invest
primarily in small company securities. |
|
Materials.
Companies in the materials sector may be affected by general economic
conditions, commodity production and prices, consumer preferences,
interest rates, exchange rates, product cycles, marketing, competition,
resource depletion, and environmental, import/export and other
government regulations. Other risks may include liabilities for
environmental damage and general civil liabilities, and mandated
expenditures for
safety and pollution control. The materials sector may also be affected by
economic cycles, technological progress, and labor relations. At
times,
worldwide production of industrial materials has been greater than demand
as a result of over-building or economic downturns, leading to
poor
investment returns or losses. These risks are heightened for companies in
the materials sector located in foreign
markets. |
|
Natural
Resources. A
fund’s investments in natural resources companies are especially affected
by variations in the commodities markets (which may
be due to market events, regulatory developments or other factors that
such fund cannot control) and such companies may lack the resources
and
the broad business lines to weather hard times. Natural resources
companies can be significantly affected by events relating to domestic or
|
|
international
political and economic developments, energy conservation efforts, the
success of exploration projects, reduced availability of transporting,
processing, storing or delivering natural resources, extreme weather or
other natural disasters, and threats of attack by terrorists on
energy
assets. Additionally, natural resource companies are subject to
substantial government regulation, including environmental regulation and
liability
for environmental damage, and changes in the regulatory environment for
energy companies may adversely impact their profitability. At times,
the performance of these investments may lag the performance of other
sectors or the market as a whole. |
|
Investments
in certain commodity-linked instruments, such as crude oil and crude oil
products, can be susceptible to negative prices due to a surplus
in production caused by global events, including restrictions or
reductions in global travel. Exposure to such commodity-linked instruments
may
adversely affect an issuer’s returns or the performance of the
fund. |
|
The
natural resources sector was
adversely
impacted by the reduced demand for oil and other natural resources as a
result of the slowdown in economic
activity resulting from the spread of the coronavirus
(COVID-19) pandemic. Beginning
with the coronavirus (COVID-19) pandemic, global
oil
prices have experienced
significant volatility, including a period where an oil-price futures
contract fell into negative territory for the first time in history,
as demand for oil slowed
and oil storage facilities reached
their storage capacities. The impact on the natural resources sector
from
varying levels
of demand may continue to be volatile for
an extended period of time. |
|
Technology.
Technology companies rely heavily on technological advances and face
intense competition, both domestically and internationally, which
may have an adverse effect on profit margins. Shortening of product cycle
and manufacturing capacity increases may subject technology companies
to aggressive pricing. Technology companies may have limited product
lines, markets, financial resources or personnel. The products of
technology
companies may face product obsolescence due to rapid technological
developments and frequent new product introduction, unpredictable
changes in growth rates and competition for the services of qualified
personnel. Technology companies may not successfully introduce
new products, develop and maintain a loyal customer base or achieve
general market acceptance for their
products. |
|
Stocks
of technology companies, especially those of smaller, less-seasoned
companies, tend to be more volatile than the overall market. Companies
in the technology sector are also heavily dependent on patent and
intellectual property rights, the loss or impairment of which may
adversely
affect the profitability of these companies. Technology companies engaged
in manufacturing, such as semiconductor companies, often operate
internationally which could expose them to risks associated with
instability and changes in economic and political conditions, foreign
currency
fluctuations, changes in foreign regulations, competition from subsidized
foreign competitors with lower production costs and other risks
inherent
to international business. |
|
Telecommunications.
Companies in the telecommunications sector are subject to the additional
risks of rapid obsolescence due to technological advancement
or development, lack of standardization or compatibility with existing
technologies, an unfavorable regulatory environment, and a dependency
on patent and copyright protection. The prices of the securities of
companies in the telecommunications sector may fluctuate widely
due
to both federal and state regulations governing rates of return and
services that may be offered, fierce competition for market share, and
competitive
challenges in the U.S. from foreign competitors engaged in strategic joint
ventures with U.S. companies, and in foreign markets from both
U.S. and foreign competitors. In addition, recent industry consolidation
trends may lead to increased regulation of telecommunications companies
in their primary markets. |
|
Utilities.
Companies in the utilities sector may be affected by general economic
conditions, supply and demand, financing and operating costs, rate
caps, interest rates, liabilities arising from governmental or civil
actions, consumer confidence and spending, competition, technological
progress,
energy prices, resource conservation and depletion, man-made or natural
disasters, geopolitical events, and environmental and other government
regulations. The value of securities issued by companies in the utilities
sector may be negatively impacted by variations in exchange rates,
domestic and international competition, energy conservation and
governmental limitations on rates charged to customers. Although rate
changes
of a regulated utility usually vary in approximate correlation with
financing costs, due to political and regulatory factors rate changes
usually
happen only after a delay after the changes in financing costs.
Deregulation may subject utility companies to increased competition and
can negatively
affect their profitability as it permits utility companies to diversify
outside of their original geographic regions and customary lines of
business,
causing them to engage in more uncertain ventures. Deregulation can also
eliminate restrictions on the profits of certain utility companies,
but can simultaneously expose these companies to an increased risk of
loss. Although opportunities may permit certain utility companies
to earn more than their traditional regulated rates of return, companies
in the utilities industry may have difficulty obtaining an adequate
return
on invested capital, raising capital, or financing large construction
projects during periods of inflation or unsettled capital markets. Utility
companies
may also be subject to increased costs because of the effects of man-made
or natural disasters. Current and future regulations or legislation
can make it more difficult for utility companies to operate profitably.
Government regulators monitor and control utility revenues and
costs,
and thus may restrict utility profits. There is no assurance that
regulatory authorities will grant rate increases in the future, or that
those increases
will be adequate to permit the payment of dividends on stocks issued by a
utility company. Because utility companies are faced with the same
obstacles, issues and regulatory burdens, their securities may react
similarly and more in unison to these or other market
conditions. |
Initial
Public Offerings (“IPOs”)
IPOs may
have a magnified impact on the performance of a fund with a small asset base.
The impact of IPOs on a fund’s performance likely will decrease as
the fund’s asset size increases, which could reduce the fund’s returns. IPOs may
not be consistently available to a fund for investment, particularly
as the fund’s asset base grows. IPO shares frequently are volatile in price due
to the absence of a prior public market, the small number of shares
available for trading and limited information about the issuer. Therefore, a
fund may hold IPO shares for a very short period of time. This may increase
the turnover of a fund and may lead to increased expenses for a fund, such as
commissions and transaction costs. In addition, IPO shares can experience
an immediate drop in value if the demand for the securities does not continue to
support the offering price.
Investment
Companies
The funds
may invest in shares of other investment companies, including both open- and
closed-end investment companies (including single country funds,
ETFs, and BDCs). When making such an investment, a fund will be indirectly
exposed to all the risks of such investment companies. In general, the
investing funds will bear a pro rata portion of the other investment company’s
fees and expenses, which will reduce the total return in the investing
funds.
Certain types of investment companies, such as closed-end investment companies,
issue a fixed number of shares that trade on a stock exchange
and may involve the payment of substantial premiums above the value of such
investment companies’ portfolio securities when traded OTC or at
discounts to their NAVs. Others are continuously offered at NAV, but also may be
traded in the secondary market.
In
addition, the funds may invest in private investment funds, vehicles, or
structures. A fund also may invest in debt-equity conversion funds, which are
funds
established to exchange foreign bank debt of countries whose principal
repayments are in arrears into a portfolio of listed and unlisted equities,
subject to
certain repatriation restrictions.
Exchange-Traded
Funds. A fund
may invest in ETFs, which are a type of security bought and sold on a securities
exchange. A fund could purchase shares of
an ETF to gain exposure to a portion of the U.S. or a foreign market. The risks
of owning shares of an ETF include the risks of directly owning the
underlying securities and other instruments the ETF holds. A lack of liquidity
in an ETF (e.g., absence of an active trading market) could result in
the ETF
being more volatile than its underlying securities. The existence of extreme
market volatility or potential lack of an active trading market for an
ETF’s
shares could result in the ETF’s shares trading at a significant premium or
discount to its NAV. An ETF has its own fees and expenses, which are
indirectly
borne by the fund. A fund may also incur brokerage and other related costs when
it purchases and sells ETFs. Also, in the case of passively-managed
ETFs, there is a risk that an ETF may fail to closely track the index or market
segment that it is designed to track due to delays in the ETF’s implementation
of changes to the composition of the index or other factors.
Business
Development Companies. A BDC is
a less-common type of closed-end investment company that more closely resembles
an operating company
than a typical investment company. BDCs typically invest in and lend to small-
and medium-sized private and certain public companies that may not
have access to public equity markets to raise capital. BDCs invest in such
diverse industries as health care, chemical and manufacturing, technology
and service companies. BDCs generally invest in less mature private companies,
which involve greater risk than well-established, publicly traded
companies. BDCs are unique in that at least 70% of their investments must be
made in private and certain public U.S. businesses, and BDCs are
required to make available significant managerial assistance to their portfolio
companies. Generally, little public information exists for private and
thinly
traded companies, and there is a risk that investors may not be able to make a
fully informed investment decision. With investments in debt instruments
issued by such portfolio companies, there is a risk that the issuer may default
on its payments or declare bankruptcy.
Investment
Grade Fixed-Income Securities in the Lowest Rating Category
Investment
grade fixed-income securities in the lowest rating category (i.e., rated “Baa”
by Moody’s and “BBB” by S&P or Fitch, and comparable unrated
securities) involve a higher degree of risk than fixed-income securities in the
higher rating categories. While such securities are considered investment
grade quality and are deemed to have adequate capacity for payment of principal
and interest, such securities lack outstanding investment characteristics
and have speculative characteristics as well. For example, changes in economic
conditions or other circumstances are more likely to lead to a
weakened capacity to make principal and interest payments than is the case with
higher grade securities.
LIBOR
Discontinuation Risk
Certain
debt securities, derivatives and other financial instruments may utilize LIBOR
as the reference or benchmark rate for interest rate calculations. However,
following allegations of manipulation and concerns regarding liquidity, in July
2017 the U.K. Financial Conduct Authority, which regulates LIBOR,
announced that it would cease its
active encouragement of banks to provide the quotations needed to sustain LIBOR.
The ICE Benchmark Administration
Limited, the administrator of LIBOR, ceased
publishing certain LIBOR
maturities, including some U.S. LIBOR
maturities, on December 31, 2021,
and is expected
to cease publishing the
remaining and most liquid U.S. LIBOR
maturities on June 30, 2023. It is expected that market participants
have or
will
transition to the use of alternative reference or benchmark rates prior to the
applicable LIBOR publication cessation date. Additionally, although
regulators have encouraged the development and adoption of alternative rates
such as the Secured Overnight Financing Rate (“SOFR”),
the future utilization of LIBOR or of any particular replacement rate remains
uncertain.
Although
the transition process away from LIBOR has become increasingly well-defined in
advance of the anticipated discontinuation dates, the impact on certain
debt securities, derivatives and other financial instruments remains uncertain.
It is expected that market participants will adopt
alternative rates such
as SOFR or otherwise amend
financial instruments referencing LIBOR to include fallback provisions and other
measures that contemplate the
discontinuation of LIBOR or other similar market disruption events, but neither
the effect of the transition process nor the viability of such measures is
known. Further,
uncertainty and risk remain regarding the willingness and ability of issuers and
lenders to include alternative rates and revised
provisions in new and existing contracts or instruments. To
facilitate the transition of legacy derivatives contracts referencing LIBOR, the
International
Swaps and Derivatives Association, Inc. launched a protocol to incorporate
fallback provisions. However, there are obstacles to converting
certain longer term securities and transactions to a new benchmark or benchmarks
and the effectiveness of one alternative reference rate versus
multiple alternative reference rates in new or existing financial instruments
and products has not been determined. Certain proposed replacement
rates to LIBOR, such as SOFR, which is a broad measure of secured overnight
U.S. Treasury
repo rates, are materially different from LIBOR, and
changes in the applicable spread for financial instruments transitioning away
from LIBOR will need to be made to accommodate the differences.
Furthermore, the risks associated with the expected discontinuation of LIBOR and
transition to replacement rates may be exacerbated if an orderly
transition to an alternative reference rate is not completed in a timely
manner.
As market
participants transition away from LIBOR, LIBOR’s usefulness may deteriorate
and these effects could be experienced until the permanent cessation
of the majority of U.S. LIBOR rates in 2023. The
transition process may lead to increased volatility and illiquidity in markets
that currently
rely on
LIBOR to determine interest rates. LIBOR’s deterioration may adversely affect
the liquidity and/or market value of securities that use LIBOR as a benchmark
interest rate, including securities and other financial instruments held by the
fund. Further, the utilization of an alternative reference rate, or the
transition process to an alternative reference rate, may adversely affect the
fund’s performance.
Alteration
of the terms of a debt instrument or a modification of the terms of other types
of contracts to replace LIBOR or another interbank offered rate
(“IBOR”) with a new reference rate could result in a taxable exchange and the
realization of income and gain/loss for U.S. federal income tax purposes.
The IRS has issued final regulations regarding the tax consequences of the
transition from IBOR to a new reference rate in debt instruments and
non-debt contracts. Under the final regulations, alteration or modification of
the terms of a debt instrument to replace an operative rate that uses
a
discontinued IBOR with a qualified rate (as defined in the final regulations)
including true up payments equalizing the fair market value of contracts
before and
after such IBOR transition, to add a qualified rate as a fallback rate to a
contract whose operative rate uses a discontinued IBOR or to replace a
fallback rate that uses a discontinued IBOR with a qualified rate would not be
taxable. The IRS may provide additional guidance, with potential
retroactive effect.
Lower
Rated Fixed-Income Securities
Lower rated
fixed-income securities are defined as securities rated below-investment grade
(e.g., rated “Ba” and below by Moody’s, or “BB” and below by S&P
or Fitch). The principal risks of investing in these securities are as
follows:
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Risk
to Principal and Income.
Investing in lower rated fixed-income securities is considered
speculative. While these securities generally provide greater
income potential than investments in higher rated securities, there is a
greater risk that principal and interest payments will not be made.
Issuers
of these securities may even go into default or become
bankrupt. |
Price
Volatility. The price
of lower rated fixed-income securities may be more volatile than securities in
the higher rating categories. This volatility may
increase during periods of economic uncertainty or change. The price of these
securities is affected more than higher rated fixed-income securities
by the market’s perception of their credit quality especially during times of
adverse publicity. In the past, economic downturns or an increase in
interest rates have, at times, caused more defaults by issuers of these
securities and may do so in the future. Economic downturns and increases
in interest rates have an even greater effect on highly leveraged issuers of
these securities.
Liquidity. The market
for lower rated fixed-income securities may have more limited trading than the
market for investment grade fixed-income securities.
Therefore, it may be more difficult to sell these securities and these
securities may have to be sold at prices below their market value in
order to
meet redemption requests or to respond to changes in market
conditions.
Dependence
on Subadvisor’s Own Credit Analysis. While a
subadvisor to a fund may rely on ratings by established credit rating agencies,
it also will
supplement such ratings with its own independent review of the credit quality of
the issuer. Therefore, the assessment of the credit risk of lower rated
fixed-income securities is more dependent on a subadvisor’s evaluation than the
assessment of the credit risk of higher rated securities.
Additional
Risks Regarding Lower Rated Corporate Fixed-Income Securities. Lower
rated corporate debt securities (and comparable unrated securities)
tend to be more sensitive to individual corporate developments and changes in
economic conditions than higher-rated corporate fixed-income
securities.
Issuers of
lower rated corporate debt securities also may be highly leveraged, increasing
the risk that principal and income will not be repaid.
Additional
Risks Regarding Lower Rated Foreign Government Fixed-Income
Securities. Lower
rated foreign government fixed-income securities
are subject to the risks of investing in emerging market countries described
under “Risk Factors—Foreign Securities.” In addition, the ability and
willingness of a foreign government to make payments on debt when due may be
affected by the prevailing economic and political conditions within the
country. Emerging market countries may experience high inflation, interest rates
and unemployment as well as exchange rate fluctuations that
adversely affect trade and political uncertainty or instability. These factors
increase the risk that a foreign government will not make payments when
due.
Market
Events
Events in
certain sectors historically have resulted, and may in the future result, in an
unusually high degree of volatility in the financial markets, both domestic
and foreign. These events have included, but are not limited to: bankruptcies,
corporate restructurings, and other similar events; governmental
efforts to limit short selling and high frequency trading; measures to address
U.S. federal and state budget deficits; social, political, and economic
instability in Europe; economic stimulus by the Japanese central bank; dramatic
changes in energy prices and currency exchange rates; and China’s
economic slowdown. Interconnected global economies and financial markets
increase the possibility that conditions in one country or region might
adversely impact issuers in a different country or region. Both domestic and
foreign equity markets have experienced increased volatility and turmoil,
with issuers that have exposure to the real estate, mortgage, and credit markets
particularly affected. Financial
institutions could
suffer losses as interest
rates rise or economic conditions deteriorate.
In
addition, relatively high market volatility and reduced liquidity in credit and
fixed-income markets may adversely affect many issuers worldwide. Actions
taken by the U.S. Federal Reserve (the “Fed”) or foreign central banks to
stimulate or stabilize economic growth, such as interventions in currency
markets, could cause high volatility in the equity and fixed-income markets.
Reduced liquidity may result in less money being available to purchase
raw materials, goods, and services from emerging markets, which may, in turn,
bring down the prices of these economic staples. It may also result in
emerging-market issuers having more difficulty obtaining financing, which may,
in turn, cause a decline in their securities prices.
In
addition, while interest rates have been historically low in
recent years in the United States and abroad, any decision by the Fed to adjust
the target Fed funds
rate, among other factors, could cause markets to experience continuing high
volatility. A significant increase in interest rates may cause a
decline in
the market for equity securities. Also, regulators have expressed concern that
rate increases may contribute to price volatility. These events and the
possible resulting market volatility may have an adverse effect on a
fund.
Political
turmoil within the United States and abroad may also impact a fund. Although the
U.S. government has honored its credit obligations, it remains
possible that the United States could default on its obligations. While it is
impossible to predict the consequences of such an unprecedented event, it
is likely that a default by the United States would be highly disruptive to the
U.S. and global securities markets and could significantly impair the value
of a fund’s investments. Similarly, political events within the United States at
times have resulted, and may in the future result, in a shutdown of
government services, which could negatively affect the U.S. economy, decrease
the value of many fund investments, and increase uncertainty in or impair the
operation of the U.S. or other securities markets. In recent
years, the U.S. renegotiated many of its
global trade relationships and imposed
or
threatened to impose significant import tariffs. These actions could lead to
price volatility and overall declines in U.S. and global investment markets.
Uncertainties
surrounding the sovereign debt of a number of EU countries and the viability of
the EU have disrupted and may in the future disrupt markets in
the United States and around the world. If one or more countries leave the EU or
the EU dissolves, the world’s securities markets likely will be
significantly disrupted. On January 31, 2020, the UK left the EU, commonly
referred to as “Brexit,” and the UK ceased to be a member of the EU.
Following a
transition period during which the EU and the UK Government engaged in a series
of negotiations regarding the terms of the UK’s future relationship
with the EU, the EU and the UK Government signed an agreement on December 30,
2020 regarding the economic relationship between the UK and
the EU. This agreement became effective on a provisional basis on January 1,
2021 and
formally entered into force on May 1, 2021. While the full
impact of Brexit is unknown, Brexit has already resulted in volatility in
European and global markets. There
remains significant market uncertainty
regarding Brexit’s ramifications, and the range and potential implications of
possible political, regulatory, economic, and market outcomes
are difficult to predict. This uncertainty may affect other countries in the EU
and elsewhere, and may cause volatility within the EU, triggering
prolonged economic downturns in certain countries within the EU. Despite the
influence of the lockdowns, and the economic bounce back, Brexit has
had a material impact on the UK’s economy. Additionally, trade between the UK
and the EU did not benefit from the global rebound in trade in 2021,
and remained at the very low levels experienced at the start of the coronavirus
(COVID-19) pandemic in 2020,
highlighting Brexit’s potential long-term
effects on the UK economy.
In
addition, Brexit may create additional and substantial economic stresses for the
UK, including a contraction of the UK economy and price volatility in UK
stocks, decreased trade, capital outflows, devaluation of the British pound,
wider corporate bond spreads due to uncertainty and declines in business
and consumer spending as well as foreign direct investment. Brexit may also
adversely affect UK-based financial firms that have counterparties
in the EU or participate in market infrastructure (trading venues, clearing
houses, settlement facilities) based in the EU. Additionally, the spread
of the coronavirus (COVID-19) pandemic is likely to continue to stretch the
resources and deficits of many countries in the EU and throughout
the world, increasing the possibility that countries may be unable to make
timely payments on their sovereign debt. These events and the resulting
market volatility may have an adverse effect on the performance of the
fund.
A
widespread health crisis such as a global pandemic could cause substantial
market volatility, exchange trading suspensions and closures, which may lead to
less liquidity in certain instruments, industries, sectors or the markets
generally, and may ultimately affect fund performance. For example,
the coronavirus
(COVID-19) pandemic has resulted and may
continue to result in
significant disruptions to global business activity
and market
volatility due to disruptions in market access, resource availability,
facilities operations, imposition of tariffs, export controls and supply chain
disruption,
among others. The impact
of a health crisis and other epidemics and pandemics that may arise in the
future, could affect the global economy in
ways that cannot necessarily be foreseen at the present time. A health crisis
may exacerbate other pre-existing political, social and economic
risks. Any such impact could adversely affect the fund’s performance, resulting
in losses to your investment.
The United
States responded
to the coronavirus
(COVID-19) pandemic and resulting economic distress with fiscal and monetary
stimulus packages. In late March
2020, the government passed the Coronavirus Aid, Relief, and Economic Security
Act, a stimulus package providing for over $2.2 trillion in resources
to small businesses, state and local governments, and individuals adversely
impacted by the coronavirus
(COVID-19) pandemic. In late December
2020, the government also passed a spending bill that included $900 billion in
stimulus relief for the coronavirus
(COVID-19) pandemic.
Further, in
March 2021, the government passed the American Rescue Plan Act of 2021, a $1.9
trillion stimulus bill to accelerate the United States’ recovery
from the economic and health effects of the coronavirus
(COVID-19) pandemic.
In addition, in mid-March 2020 the Fed cut interest rates to historically
low levels and promised unlimited and open-ended quantitative easing, including
purchases of corporate and municipal government bonds. The Fed
also enacted various programs to support liquidity operations and funding in the
financial markets, including expanding its reverse repurchase
agreement operations, adding $1.5 trillion of liquidity to the banking system,
establishing swap lines with other major central banks to provide
dollar funding, establishing a program to support money market funds, easing
various bank capital buffers, providing funding backstops for businesses
to provide bridging loans for up to four years, and providing funding to help
credit flow in asset-backed securities markets. The Fed also extended
credit to
small- and medium-sized businesses.
When the
Fed “tapers” or reduces the amount of securities it purchases pursuant to
quantitative easing, and/or raises the federal funds rate, there is a
risk that
interest rates will rise, which could expose fixed-income and related markets to
heightened volatility and could cause the value of a fund’s investments,
and the fund’s NAV, to decline, potentially suddenly and significantly. As a
result, the fund may experience high redemptions and, as a result,
increased portfolio turnover, which could increase the costs that the fund
incurs and may negatively impact the fund’s performance.
Political
and military events, including in Ukraine,
North
Korea, Russia,
Venezuela,
Iran, Syria, and other areas of the Middle East, and nationalist unrest in
Europe and South America, also may cause market disruptions.
As a result
of continued political tensions and armed conflicts, including the Russian
invasion of Ukraine commencing in February of 2022, the extent and
ultimate result of which are unknown at this time, the United States and the EU,
along with the regulatory bodies of a number of countries, have imposed
economic sanctions on certain Russian corporate entities and individuals, and
certain sectors of Russia’s economy, which may result in, among other
things, the continued devaluation of Russian currency, a downgrade in the
country’s credit rating, and/or a decline in the value and liquidity
of Russian securities, property or interests. These sanctions could also result
in the immediate freeze of Russian securities and/or funds invested in
prohibited assets, impairing the ability of a fund to buy, sell, receive or
deliver those securities and/or assets. These sanctions or the threat
of
additional sanctions could also result in Russia taking counter measures or
retaliatory actions, which may further impair the value and liquidity of
Russian
securities. The United States and other nations or international organizations
may also impose additional economic sanctions or take other actions
that may adversely affect Russia-exposed issuers and companies in various
sectors of the Russian economy. Any or all of these potential results
could lead Russia’s economy into a recession. Economic sanctions and other
actions against Russian institutions, companies, and individuals resulting
from the ongoing conflict may also have a substantial negative impact on other
economies and securities markets both regionally and globally,
as well as on companies with operations in the conflict region, the extent to
which is unknown at this time. The United States and the EU have also
imposed similar sanctions on Belarus for its support of Russia’s invasion of
Ukraine. Additional sanctions may be imposed on Belarus and other countries
that support Russia. Any such sanctions could present substantially similar
risks as those resulting from the sanctions imposed on Russia, including
substantial negative impacts on the regional and global economies and securities
markets.
In
addition, there is a risk that the prices of goods and services in the United
States and many foreign economies may decline over time, known as deflation.
Deflation may have an adverse effect on stock prices and creditworthiness and
may make defaults on debt more likely. If a country’s economy
slips into a deflationary pattern, it could last for a prolonged period and may
be difficult to reverse. Further,
there is a risk that the present value of
assets or income from investments will be less in the future, known as
inflation. Inflation rates may change frequently and drastically as a
result of
various factors, including unexpected shifts in the domestic or global economy,
and a fund’s investments may be affected, which may reduce a fund’s
performance. Further, inflation may lead to the rise in interest rates, which
may negatively affect the value of debt instruments held by the fund,
resulting in a negative impact on a fund’s performance. Generally, securities
issued in emerging markets are subject to a greater risk of inflationary
or deflationary forces, and more developed markets are better able to use
monetary policy to normalize markets.
Master
Limited Partnership (MLP) Risk
Investing
in MLPs involves certain risks related to investing in the underlying assets of
MLPs and risks associated with pooled investment vehicles. MLPs
holding credit-related investments are subject to interest-rate risk and the
risk of default on payment obligations by debt securities. In addition,
investments
in the debt and securities of MLPs involve certain other risks, including risks
related to limited control and limited rights to vote on matters
affecting MLPs, risks related to potential conflicts of interest between an 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. A fund’s investments in MLPs may
be subject to legal and other restrictions on resale or may be less liquid than
publicly traded securities. Certain MLP securities may trade in lower
volumes due to their smaller capitalizations, and may be subject to more abrupt
or erratic price movements and may lack sufficient market liquidity
to enable the fund to effect sales at an advantageous time or without a
substantial drop in price. If a fund is one of the largest investors in an
MLP, it may
be more difficult for the fund to buy and sell significant amounts of such
investments without an unfavorable impact on prevailing market prices.
Larger purchases or sales of MLP investments by a fund in a short period of time
may cause abnormal movements in the market price of these investments.
As a result, these investments may be difficult to dispose of at an advantageous
price when a fund desires to do so. During periods of interest
rate volatility, these investments may not provide attractive returns, which may
adversely impact the overall performance of a fund. MLPs in which a
fund may invest operate oil, natural gas, petroleum, or other facilities within
the energy sector. As a result, a fund will be susceptible to adverse
economic, environmental, or regulatory occurrences impacting the energy
sector.
Reduced
demand for
oil and other energy commodities as a result of the slowdown in economic
activity resulting from the spread of the coronavirus
(COVID-19)
pandemic adversely impacted MLPs. Global oil prices declined significantly at
the beginning of the coronavirus (COVID-19) pandemic and have
experienced significant price volatility,
including a period where an oil-price futures contract fell into negative
territory for the first time in history, as demand
for oil slowed and
oil storage facilities reached their
storage capacities. Varying
levels of demand and production
and continued oil price volatility
may continue to
adversely
impact MLPs and energy infrastructure companies.
To the
extent a distribution received by a fund from an MLP is treated as a return of
capital, the fund’s adjusted tax basis in the interests of the MLP may be
reduced, which will result in an increase in an 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. After a fund’s tax basis in an MLP has been
reduced to zero, subsequent distributions from the MLP will be treated as
ordinary income. Changes in the tax character of MLP distributions,
as well as late or corrected tax reporting by MLPs, may result in a fund issuing
corrected 1099s to its shareholders.
Mortgage-Backed
and Asset-Backed Securities
Mortgage-Backed
Securities.
Mortgage-backed securities represent participating interests in pools of
residential mortgage loans that are guaranteed
by the U.S. government, its agencies or instrumentalities. However, the
guarantee of these types of securities relates to the principal and interest
payments and not the market value of such securities. In addition, the guarantee
only relates to the mortgage-backed securities held by a fund and not the
purchase of shares of the fund.
Mortgage-backed
securities are issued by lenders such as mortgage bankers, commercial banks, and
savings and loan associations. Such securities differ from
conventional debt securities, which provide for the periodic payment of interest
in fixed amounts (usually semiannually) with principal payments at
maturity or on specified dates. Mortgage-backed securities provide periodic
payments that are, in effect, a “pass-through” of the interest
and
principal payments (including any prepayments) made by the individual borrowers
on the pooled mortgage loans. A mortgage-backed security will mature when
all the mortgages in the pool mature or are prepaid. Therefore, mortgage-backed
securities do not have a fixed maturity, and their expected
maturities may vary when interest rates rise or fall.
When
interest rates fall, homeowners are more likely to prepay their mortgage loans.
An increased rate of prepayments on a fund’s mortgage-backed securities
will result in an unforeseen loss of interest income to the fund as the fund may
be required to reinvest assets at a lower interest rate. Because
prepayments increase when interest rates fall, the prices of mortgage-backed
securities do not increase as much as other fixed-income securities
when interest rates fall.
When
interest rates rise, homeowners are less likely to prepay their mortgage loans.
A decreased rate of prepayments lengthens the expected maturity of a
mortgage-backed security. Therefore, the prices of mortgage-backed securities
may decrease more than prices of other fixed-income securities when
interest rates rise.
The yield
of mortgage-backed securities is based on the average life of the underlying
pool of mortgage loans. The actual life of any particular pool may be
shortened by unscheduled or early payments of principal and interest. Principal
prepayments may result from the sale of the underlying property or the
refinancing or foreclosure of underlying mortgages. The occurrence of
prepayments is affected by a wide range of economic, demographic and
social
factors and, accordingly, it is not possible to accurately predict the average
life of a particular pool. The actual prepayment experience of a pool
of mortgage
loans may cause the yield realized by a fund to differ from the yield calculated
on the basis of the average life of the pool. In addition, if a fund
purchases mortgage-backed securities at a premium, the premium may be lost in
the event of early prepayment, which may result in a loss to the fund.
Prepayments
tend to increase during periods of falling interest rates and decline during
periods of rising interest rates. Monthly interest payments received by
a fund have a compounding effect, which will increase the yield to shareholders
as compared to debt obligations that pay interest semiannually.
Because of the reinvestment of prepayments of principal at current rates,
mortgage-backed securities may be less effective than Treasury
bonds of similar maturity at maintaining yields during periods of declining
interest rates. Also, although the value of debt securities may increase as
interest rates decline, the value of these pass-through type of securities may
not increase as much due to their prepayment feature.
The
mortgage-backed securities market has been and may continue to be negatively
affected by the coronavirus
(COVID-19) pandemic. The U.S. government,
its agencies or its instrumentalities may implement initiatives in response to
the economic impacts of the coronavirus
(COVID-19) pandemic
applicable to federally backed mortgage loans. These initiatives could involve
forbearance of mortgage payments or suspension or restrictions
of foreclosures and evictions. The fund cannot predict with certainty the extent
to which such initiatives or the economic effects of the pandemic
generally may affect rates of prepayment or default or adversely impact the
value of the fund’s investments in securities in the mortgage industry as
a whole.
Collateralized
Mortgage Obligations. CMOs are
mortgage-backed securities issued in separate classes with different stated
maturities. As the mortgage
pool experiences prepayments, the pool pays off investors in classes with
shorter maturities first. By investing in CMOs, a fund may manage the
prepayment risk of mortgage-backed securities. However, prepayments may cause
the actual maturity of a CMO to be substantially shorter than its stated
maturity.
Asset-Backed
Securities.
Asset-backed securities include interests in pools of debt securities,
commercial or consumer loans, or other receivables. The value
of these securities depends on many factors, including changes in interest
rates, the availability of information concerning the pool and its structure,
the credit quality of the underlying assets, the market’s perception of the
servicer of the pool, and any credit enhancement provided. In addition,
asset-backed securities have prepayment risks similar to mortgage-backed
securities.
Multinational
Companies Risk
To the
extent that a fund invests in the securities of companies with foreign business
operations, it may be riskier than funds that focus on companies with
primarily U.S. operations. Multinational companies may face certain political
and economic risks, such as foreign controls over currency exchange;
restrictions on monetary repatriation; possible seizure, nationalization or
expropriation of assets; and political, economic or social instability.
These risks are greater for companies with significant operations in developing
countries.
Natural
Disasters,
Adverse Weather Conditions, and Climate Change
Certain
areas of the world may be exposed to adverse weather conditions, such as major
natural disasters and other extreme weather events, including
hurricanes, earthquakes, typhoons, floods, tidal waves, tsunamis, volcanic
eruptions, wildfires, droughts, windstorms, coastal storm surges, heat waves,
and rising sea levels, among others. Some countries and regions may not have the
infrastructure or resources to respond to natural disasters,
making them more economically sensitive to environmental events. Such disasters,
and the resulting damage, could have a severe and negative
impact on a fund’s investment portfolio and, in the longer term, could impair
the ability of issuers in which a fund invests to conduct their businesses
in the manner normally conducted. Adverse weather conditions also may have a
particularly significant negative effect on issuers in the agricultural
sector and on insurance companies that insure against the impact of natural
disasters.
Climate
change, which is the result of a change in global or regional climate patterns,
may increase the frequency and intensity of such adverse weather
conditions, resulting in increased economic impact, and may pose long-term risks
to a fund’s investments. The future impact of climate change is
difficult to predict but may include changes in demand for certain goods and
services, supply chain disruption, changes in production costs, increased
legislation, regulation,
international accords and compliance-related costs, changes in
property and security values, availability of natural resources
and displacement of peoples.
Legal,
technological, political and scientific developments regarding climate change
may create new opportunities or risks for issuers in which a fund invests.
These developments may create demand for new products or services, including,
but not limited to, increased demand for goods that result in lower
emissions, increased demand for generation and transmission of energy from
alternative energy sources and increased competition to develop innovative
new products and technologies. These developments may also decrease demand for
existing products or services, including, but not limited to,
decreased demand for goods that produce significant greenhouse gas emissions and
decreased demand for services related to carbon based energy
sources, such as drilling services or equipment maintenance
services.
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. For example, if a bank charges negative
interest, instead of receiving interest on deposits, a depositor must pay
the bank
fees to keep money with the bank.
These
market conditions may increase a fund’s exposures to interest rate risk. To the
extent a fund has a bank deposit or holds a debt instrument with a negative
interest rate to maturity, the fund would generate a negative return on that
investment. While negative yields can be expected to reduce demand for
fixed-income investments trading at a negative interest rate, investors may be
willing to continue to purchase such investments for a number of
reasons including, but not limited to, price insensitivity, arbitrage
opportunities across fixed-income markets or rules-based investment strategies.
If negative interest rates become more prevalent in the market, it is expected
that investors will seek to reallocate assets to other income-producing
assets such as investment grade and high-yield debt instruments, or equity
investments that pay a dividend. This increased demand for higher
yielding assets may cause the price of such instruments to rise while triggering
a corresponding decrease in yield and the value of debt instruments
over time.
Non-Diversification
A fund that
is non-diversified is not limited as to the percentage of its assets that may be
invested in any one issuer, or as to the percentage of the outstanding
voting securities of such issuer that may be owned, except by the fund’s own
investment restrictions. In contrast, a diversified fund, as to at least
75% of the value of its total assets, generally may not, except with respect to
government securities and securities of other investment companies,
invest more than five percent of its total assets in the securities, or own more
than ten percent of the outstanding voting securities, of any one issuer.
In determining the issuer of a municipal security, each state, each political
subdivision, agency, and instrumentality of each state and each multi-state
agency of which such state is a member is considered a separate issuer. In the
event that securities are backed only by assets and revenues of
a particular instrumentality, facility or subdivision, such entity is considered
the issuer.
A fund that
is non-diversified may invest a high percentage of its assets in the securities
of a small number of issuers, may invest more of its assets in the
securities of a single issuer, and may be affected more than a diversified fund
by a change in the financial condition of any of these issuers or by
the
financial markets’ assessment of any of these issuers.
Operational
and Cybersecurity Risk
With the
increased use of technologies, such as mobile devices and “cloud”-based service
offerings and the dependence on the internet and computer systems to
perform necessary business functions, a fund’s service providers are susceptible
to operational and information or cybersecurity risks that could
result in losses to the fund and its shareholders. Cybersecurity breaches are
either intentional or unintentional events that allow an unauthorized
party to
gain access to fund assets, customer data, or proprietary information, or cause
a fund or fund service provider to suffer data corruption or lose
operational functionality. Intentional cybersecurity incidents include:
unauthorized access to systems, networks, or devices (such as through
“hacking”
activity or “phishing”); infection from computer viruses or other malicious
software code; and attacks that shut down, disable, slow, or otherwise
disrupt operations, business processes, or website access or functionality.
Cyberattacks can also be carried out in a manner that does not require
gaining unauthorized access, such as causing denial-of-service attacks on the
service providers’ systems or websites rendering them unavailable
to intended users or via “ransomware” that renders the systems inoperable until
appropriate actions are taken. In addition, unintentional incidents
can occur, such as the inadvertent release of confidential
information.
A
cybersecurity breach could result in the loss or theft of customer data or
funds, loss or theft of proprietary information or corporate data, physical
damage to a
computer or network system, or costs associated with system repairs, any of
which could have a substantial impact on a fund. For example, in
a denial of service, fund shareholders could lose access to their electronic
accounts indefinitely, and employees of the Advisor, each subadvisor,
or the funds’ other service providers may not be able to access electronic
systems to perform critical duties for the funds, such as trading, NAV
calculation, shareholder accounting, or fulfillment of fund share purchases and
redemptions. Cybersecurity incidents could cause a fund, the Advisor,
each subadvisor, or other service provider to incur regulatory penalties,
reputational damage, compliance costs associated with corrective measures,
litigation costs, or financial loss. They may also result in violations of
applicable privacy and other laws. In addition, such incidents could
affect
issuers in which a fund invests, thereby causing the fund’s investments to lose
value.
Cyber-events
have the potential to affect materially the funds and the advisor’s
relationships with accounts, shareholders, clients, customers, employees,
products, and service providers. The funds have established risk management
systems reasonably designed to seek to reduce the risks associated
with cyber-events. There is no guarantee that the funds will be able to prevent
or mitigate the impact of any or all cyber-events.
The funds
are exposed to operational risk arising from a number of factors, including, but
not limited to, human error, processing and communication errors,
errors of the funds’ service providers, counterparties, or other third parties,
failed or inadequate processes, and technology or system
failures.
The
Advisor, each subadvisor, and their affiliates have established risk management
systems that seek to reduce cybersecurity and operational risks, and
business continuity plans in the event of a cybersecurity breach or operational
failure. However, there are inherent limitations in such plans, including
that certain risks have not been identified, and there is no guarantee that such
efforts will succeed, especially since none of the Advisor, each subadvisor,
or their affiliates controls the cybersecurity or operations systems of the
funds’ third-party service providers (including the funds’ custodian),
or those of the issuers of securities in which the funds invest.
In
addition, other disruptive events, including (but not limited to) natural
disasters and public health crises (such as the coronavirus
(COVID-19) pandemic),
may adversely affect the fund’s ability to conduct business, in particular if
the fund’s employees or the employees of its service providers are unable
or unwilling to perform their responsibilities as a result of any such event.
Even if the fund’s employees and the employees of its service providers
are able to work remotely, those remote work arrangements could result in the
fund’s business operations being less efficient than under normal
circumstances, could lead to delays in its processing of transactions, and could
increase the risk of cyber-events.
Privately
Held and Newly Public Companies
Investments
in the stocks of privately held companies and newly public companies involve
greater risks than investments in stocks of companies that have traded
publicly on an exchange for extended time periods. Investments in such companies
are less liquid and may be difficult to value. There may be
significantly less information available about these companies’ business models,
quality of management, earnings growth potential, and other criteria
used to evaluate their investment prospects. The extent (if at all) to which
securities of privately held companies or newly public companies may be sold
without negatively impacting its market value may be impaired by reduced market
activity or participation, legal restrictions, or other economic
and market impediments. Funds that invest in securities of privately held
companies tend to have a greater exposure to liquidity risk than funds that
do not invest in securities of privately held companies.
Rebalancing
Risks Involving Funds of Funds
The funds
of funds seek to achieve their investment objectives by investing in, among
other things, other John Hancock funds, as permitted by Section 12 of the
1940 Act (affiliated underlying funds). In addition, a fund that is not a fund
of funds may serve as an affiliated underlying fund for one or more funds
of funds. The funds of funds will reallocate or rebalance assets among the
affiliated underlying funds (collectively, “Rebalancings”) on a daily
basis. The following discussion provides information on the risks related to
Rebalancings, which risks are applicable to the affiliated underlying
funds
undergoing Rebalancings, as well as to those funds of funds that hold affiliated
underlying funds undergoing Rebalancings.
From time
to time, one or more of the affiliated underlying funds may experience
relatively large redemptions or investments due to Rebalancings, as effected by
the funds of funds’ Affiliated Subadvisor. Shareholders should note that
Rebalancings may adversely affect the affiliated underlying funds. The
affiliated underlying funds subject to redemptions by a fund of funds may find
it necessary to sell securities, and the affiliated underlying funds
that
receive additional cash from a fund of funds will find it necessary to invest
the cash. The impact of Rebalancings is likely to be greater when a fund
of funds
owns, redeems, or invests in, a substantial portion of an affiliated underlying
fund. Rebalancings could adversely affect the performance of one or more
affiliated underlying funds and, therefore, the performance of one or more funds
of funds.
Possible
adverse effects of Rebalancings on the affiliated underlying funds
include:
1 |
The
affiliated underlying funds could be required to sell securities or to
invest cash, at times when they may not otherwise desire to do
so. |
2 |
Rebalancings
may increase brokerage and/or other transaction costs of the affiliated
underlying funds. |
3 |
When
a fund of funds owns a substantial portion of an affiliated underlying
fund, a large redemption by the fund of funds could cause that affiliated
underlying
fund’s expenses to increase and could result in its portfolio becoming too
small to be economically viable. |
4 |
Rebalancings
could accelerate the realization of taxable capital gains in affiliated
underlying funds subject to large redemptions if sales of securities
results in capital gains. |
The
Advisor, which serves as the investment advisor to both the funds of funds and
the affiliated underlying funds, has delegated the day-to-day portfolio
management of the funds of funds and many of the affiliated underlying funds to
the Affiliated Subadvisors, affiliates of the Advisor. The Advisor
monitors both the funds and the affiliated underlying funds. The Affiliated
Subadvisors manage the assets of both the funds and many of the affiliated
underlying funds (the “Affiliated Subadvised Funds”). The Affiliated Subadvisors
may allocate up to all of a funds of funds’ assets to Affiliated Subadvised
Funds and accordingly has an incentive to allocate more fund of funds assets to
such Affiliated Subadvised Funds. The Advisor and the Affiliated
Subadvisors monitor the impact of Rebalancings on the affiliated underlying
funds and attempt to minimize any adverse effect of the Rebalancings
on the underlying funds, consistent with pursuing the investment objective of
the relevant affiliated underlying funds. Moreover, an Affiliated
Subadvisor has a duty to allocate assets to an Affiliated Subadvised Fund only
when such Subadvisor believes it is in the best interests of fund of funds
shareholders. Minimizing any adverse effect of the Rebalancings on the
underlying funds may impact the redemption schedule in connection with a
Rebalancing. As part of its oversight of the funds and the subadvisors, the
Advisor will monitor to ensure that allocations are conducted in accordance
with these principles. This conflict of interest is also considered by the
Independent Trustees when approving or replacing affiliated subadvisors
and in periodically reviewing allocations to Affiliated Subadvised
Funds.
As
discussed above, the funds of funds periodically reallocate their investments
among underlying investments. In an effort to be fully invested at all
times and
also to avoid temporary periods of under-investment, an affiliated underlying
fund may buy securities and other instruments in anticipation of or with
knowledge of future purchases of affiliated underlying fund shares resulting
from a reallocation of assets by the funds of funds to the affiliated
underlying fund. Until such purchases of affiliated underlying fund shares by a
fund of funds settle (normally between one and three days), the
affiliated underlying fund may have investment exposure in excess of its net
assets. Shareholders who transact with the affiliated underlying fund
during the
period beginning when the affiliated underlying fund first starts buying
securities in anticipation of a purchase order from a fund until such
purchase
order settles may incur more loss or realize more gain than they otherwise might
have in the absence of the excess investment exposure. The funds of
funds may purchase and redeem shares of underlying funds each business day
through the use of an algorithm that operates pursuant to standing
instructions to allocate purchase and redemption orders among underlying funds.
Each day, pursuant to the algorithm, a fund of funds will purchase or
redeem shares of an underlying fund at the NAV for the underlying fund
calculated that day. This algorithm is used solely for rebalancing a
fund of
funds’ investments in an effort to maintain previously determined allocation
percentages.
Restricted
Securities
A fund may
invest in “restricted securities,” which generally are securities that may be
resold to the public only pursuant to an effective registration statement
under the 1933 Act or an exemption from registration. Regulation S under the
1933 Act is an exemption from registration that permits, under
certain circumstances, the resale of restricted securities in offshore
transactions, subject to certain conditions, and Rule 144A under the 1933
Act is an
exemption that permits the resale of certain restricted securities to qualified
institutional buyers.
Since its
adoption by the SEC in 1990, Rule 144A has facilitated trading of restricted
securities among qualified institutional investors. To the extent restricted
securities held by a fund qualify under Rule 144A and an institutional market
develops for those securities, the fund expects that it will be able to
dispose of the securities without registering the resale of such securities
under the 1933 Act. However, to the extent that a robust market for such 144A
securities does not develop, or a market develops but experiences periods of
illiquidity, investments in Rule 144A securities could increase the level
of a fund’s illiquidity. A fund might have to register restricted securities in
order to dispose of them, resulting in additional expense and delay.
Adverse
market conditions could impede such a public offering of
securities.
There is a
large institutional market for certain securities that are not registered under
the 1933 Act, which may include markets for repurchase agreements,
commercial paper, foreign securities, municipal securities, loans and corporate
bonds and notes. Institutional investors depend on an efficient
institutional market in which the unregistered security can be readily resold or
on an issuer’s ability to honor a demand for repayment. The fact that
there are contractual or legal restrictions on resale to the general public or
to certain institutions may not be indicative of the liquidity of such
investments.
Russian
Securities Risk
Throughout
the past decade, the United States, the EU, and other nations have imposed a
series of economic sanctions on the Russian Federation. In addition to
imposing new import and export controls on Russia and blocking financial
transactions with certain Russian elites, oligarchs, and political and
national security leaders, the United States, the EU, and other nations have
imposed sanctions on companies
in certain sectors of the Russian economy,
including
the financial
services, energy, metals and mining, engineering, technology,
and defense
and defense-related materials
sectors. These
sanctions could impair a fund’s ability to continue to price, buy,
sell, receive, or deliver securities of certain Russian
issuers. For example, a fund may be
prohibited from investing in securities issued by companies subject to such
sanctions. A fund
could determine at any time that certain of the most
affected securities have little or no value.
The extent
and duration of Russia’s military actions and the global response to such
actions are impossible to predict. More Russian companies could be
sanctioned in the future, and the threat of additional sanctions could itself
result in further declines in the value and liquidity of certain securities.
Widespread
divestment of interests in Russia or certain Russian businesses could result in
additional declines in the value of Russian securities. Additionally,
market disruptions could have a substantial negative impact on other economics
and securities markets both regionally and globally, as well as
global supply chains and inflation.
The Russian
government may respond to these sanctions and others by freezing Russian assets
held by a fund, thereby prohibiting the fund from selling or
otherwise transacting in these investments. In such circumstances, a fund might
be forced to liquidate non-restricted assets in order to satisfy
shareholder redemptions. Such liquidation of fund assets might also result in a
fund receiving substantially lower prices for its portfolio securities.
Securities
Linked to the Real Estate Market
Investing
in securities of companies in the real estate industry subjects a fund to the
risks associated with the direct ownership of real estate. These risks
include, but are not limited to:
• |
declines
in the value of real estate; |
• |
risks
related to general and local economic
conditions; |
• |
possible
lack of availability of mortgage
portfolios; |
• |
extended
vacancies of properties; |
• |
increases
in property taxes and operating expenses; |
• |
losses
due to costs resulting from the clean-up of environmental
problems; |
• |
liability
to third parties for damages resulting from environmental
problems; |
• |
casualty
or condemnation losses; |
• |
changes
in neighborhood values and the appeal of properties to tenants;
and |
• |
changes
in interest rates. |
Therefore,
if a fund invests a substantial amount of its assets in securities of companies
in the real estate industry, the value of the fund’s shares may change at
different rates compared to the value of shares of a fund with investments in a
mix of different industries.
Securities
of companies in the real estate industry have been and may continue to be
negatively affected by the coronavirus
(COVID-19) pandemic. Potential
impacts on the real estate market may include lower occupancy rates, decreased
lease payments, defaults and foreclosures, among other consequences.
These impacts could adversely affect corporate borrowers and mortgage lenders,
the value of mortgage-backed securities, the bonds of
municipalities that depend on tax revenues and tourist dollars generated by such
properties, and insurers of the property and/or of corporate, municipal
or mortgage-backed securities. It is not known how long such impacts, or any
future impacts of other significant events, will last.
Securities
of companies in the real estate industry include REITs, including equity REITs
and mortgage REITs. Equity REITs may be affected by changes in the
value of the underlying property owned by the trusts, while mortgage REITs may
be affected by the quality of any credit extended. Further, equity and
mortgage REITs are dependent upon management skills and generally may not be
diversified. Equity and mortgage REITs also are subject to heavy cash flow
dependency, defaults by borrowers or lessees, and self-liquidations. In
addition, equity, mortgage, and hybrid REITs could possibly fail to qualify for
tax free pass-through of income under the Code, or to maintain their exemptions
from registration under the 1940 Act. The above factors also may
adversely affect a borrower’s or a lessee’s ability to meet its obligations to a
REIT. In the event of a default by a borrower or lessee, a REIT may experience
delays in enforcing its rights as a mortgagee or lessor and may incur
substantial costs associated with protecting its investments.
In
addition, even the larger REITs in the industry tend to be small to medium-sized
companies in relation to the equity markets as a whole. See “Small and Medium
Size and Unseasoned Companies” for a discussion of the risks associated with
investments in these companies.
Small
and Medium Size and Unseasoned Companies
Survival
of Small or Unseasoned Companies. Companies
that are small or unseasoned (i.e., less than three years of operating history)
are more likely than
larger or established companies to fail or not to accomplish their goals. As a
result, the value of their securities could decline significantly. These
companies are less likely to survive since they are often dependent upon a small
number of products and may have limited financial resources and a small
management group.
Changes
in Earnings and Business Prospects. Small or
unseasoned companies often have a greater degree of change in earnings and
business prospects
than larger or established companies, resulting in more volatility in the price
of their securities.
Liquidity. The
securities of small or unseasoned companies may have limited marketability. This
factor could cause the value of a fund’s investments to decrease
if it needs to sell such securities when there are few interested
buyers.
Impact
of Buying or Selling Shares. Small or
unseasoned companies usually have fewer outstanding shares than larger or
established companies. Therefore,
it may be more difficult to buy or sell large amounts of these shares without
unfavorably impacting the price of the security.
Publicly
Available Information. There may
be less publicly available information about small or unseasoned companies.
Therefore, when making a decision to
purchase a security for a fund, a subadvisor may not be aware of problems
associated with the company issuing the security.
Medium
Size Companies.
Investments in the securities of medium sized companies present risks similar to
those associated with small or unseasoned
companies although to a lesser degree due to the larger size of the
companies.
Special
Purpose Acquisition Companies
A fund may
invest in stock, warrants, and other securities of SPACs or similar special
purpose entities that pool funds to seek potential acquisition opportunities.
SPACs are collective investment structures that allow public stock market
investors to invest in private equity type transactions (“PIPE”). Until an
acquisition is completed, a SPAC generally invests its assets in US government
securities, money market securities and cash. A fund may enter into
a contingent commitment with a SPAC to purchase PIPE shares if and when the SPAC
completes its merger or acquisition.
Because
SPACs and similar entities do not have an operating history or ongoing business
other than seeking acquisitions, the value of their securities is
particularly dependent on the ability of the SPAC’s management to identify and
complete a profitable acquisition. Some SPACs may pursue acquisitions
only within certain industries or regions, which may increase the volatility of
their prices. An investment in a SPAC is subject to a variety of risks,
including that (i) a significant portion of the monies 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; (ii) an attractive acquisition or
merger target may not be identified at all and the SPAC will be required to
return any remaining monies to shareholders; (iii) any proposed merger or
acquisition may be unable to obtain the requisite approval, if any, of
shareholders; (iv) an acquisition or merger once effected may prove unsuccessful
and an investment in the SPAC may lose value; (v) the warrants or
other rights with respect to the SPAC held by a fund may expire worthless or may
be repurchased or retired by the SPAC at an unfavorable price; (vi)
a fund may be delayed in receiving any redemption or liquidation proceeds from a
SPAC to which it is entitled; (vii) an investment in a SPAC may be
diluted by additional later offerings of interests in the SPAC or by other
investors exercising existing rights to purchase shares of the SPAC;
(viii) no
or only a thinly traded market for shares of or interests in a SPAC may develop,
leaving a 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 interest’s intrinsic
value; and (ix) the values of investments in SPACs may be highly volatile
and may depreciate significantly over time.
Purchased
PIPE shares will be restricted from trading until the registration statement for
the shares is declared effective. Upon registration, the shares can be
freely sold; however, in certain circumstances, the issuer may have the right to
temporarily suspend trading of the shares in the first year after
the merger.
The securities issued by a SPAC, which are typically traded either in the
over-the-counter market or on an exchange, may be considered illiquid,
more difficult to value, and/or be subject to restrictions on
resale.
Stripped
Securities
Stripped
securities are the separate income or principal components of a debt security.
The risks associated with stripped securities are similar to those of
other debt securities, although stripped securities may be more volatile, and
the value of certain types of stripped securities may move in the same
direction as interest rates. U.S. Treasury securities that have been stripped by
a Federal Reserve Bank are obligations issued by the U.S. Treasury.
U.S.
Government Securities
U.S.
government securities include securities issued or guaranteed by the U.S.
government or by an agency or instrumentality of the U.S. government.
Not all
U.S. government securities are backed by the full faith and credit of the United
States. Some are supported only by the credit of the issuing agency or
instrumentality, which depends entirely on its own resources to repay the debt.
U.S. government securities that are backed by the full faith and credit
of the United States include U.S. Treasuries and mortgage-backed securities
guaranteed by GNMA. Securities that are only supported by the credit
of the issuing agency or instrumentality include those issued by Fannie Mae, the
FHLBs and Freddie Mac.
REGULATION
OF COMMODITY INTERESTS
The CFTC
has adopted regulations that subject registered investment companies and/or
their investment advisors to regulation by the CFTC if the registered
investment company invests more than a prescribed level of its NAV in commodity
futures, options on commodities or commodity futures, swaps, or
other financial instruments regulated under the CEA (“commodity interests”), or
if the registered investment company markets itself as providing
investment exposure to such commodity interests. The Advisor is registered as a
CPO under the CEA and is a National Futures Association member
firm; however, the Advisor does not
act in the capacity of a registered CPO with respect to the funds.
Although
the Advisor is a registered CPO and is a National Futures Association member
firm, the Advisor has claimed an exemption from CPO registration
pursuant to CFTC Rule 4.5 with respect to the funds. To remain eligible for this
exemption, each fund must comply with certain limitations, including
limits on trading in commodity interests, and restrictions on the manner in
which the fund markets its commodity interests trading activities. These
limitations may restrict a fund’s ability to pursue its investment strategy,
increase the costs of implementing its strategy, increase its expenses
and/or
adversely affect its total return.
Please see
“Risk of Additional Government Regulation of Derivatives” for more information
regarding governmental regulations of derivatives and similar
transactions.
HEDGING
AND OTHER STRATEGIC TRANSACTIONS
Hedging
refers to protecting against possible changes in the market value of securities
or other assets that a fund already owns or plans to buy or protecting
unrealized gains in the fund. These strategies also may be used to gain exposure
to a particular market. The hedging and other strategic transactions
that may be used by a fund, but only if and to the extent that such transactions
are consistent with its investment objective and policies, are
described below:
• |
exchange-listed
and OTC put and call options on securities, equity indices, volatility
indices, financial futures contracts, currencies, fixed-income
indices
and other financial instruments; |
• |
financial
futures contracts (including stock index
futures); |
• |
interest
rate transactions;* |
• |
currency
transactions;** |
• |
warrants
and rights (including non-standard warrants and participatory
risks); |
• |
swaps
(including interest rate, index, dividend, inflation, variance, equity,
and volatility swaps, credit default swaps, swap options and currency
swaps);
and |
• |
structured
notes, including hybrid or “index”
securities. |
* A fund’s
interest rate transactions may take the form of swaps, caps, floors and
collars.
** A fund’s
currency transactions may take the form of currency forward contracts, currency
futures contracts, currency swaps and options on currencies
or currency futures contracts.
Hedging and
other strategic transactions may be used for the following
purposes:
• |
to
attempt to protect against possible changes in the market value of
securities held or to be purchased by a fund resulting from securities
markets or
currency exchange rate fluctuations; |
• |
to
protect a fund’s unrealized gains in the value of its
securities; |
• |
to
facilitate the sale of a fund’s securities for investment
purposes; |
• |
to
manage the effective maturity or duration of a fund’s
securities; |