This Statement of Additional Information ("SAI") is not a
prospectus, but supplements and should be read in conjunction with the current
prospectus (the "Prospectus"), dated August 30, 2013, for the
AllianceBernstein(R) Corporate Income Shares ("Corporate Income Shares"), the
AllianceBernstein(R) Municipal Income Shares ("Municipal Income Shares"), the
AllianceBernstein(R) Taxable Multi-Sector Income Shares ("Taxable Multi-Sector
Income Shares") and the AllianceBernstein(R) Tax-Aware Real Return Income Shares
("Tax-Aware Real Return Income Shares" and together with Corporate Income
Shares, Municipal Income Shares and Taxable Multi-Sector Income Shares each a
Fund and collectively, the "Funds") of AllianceBernstein(R) Corporate Shares
(the "Company"). Financial Statements for the fiscal period ended April 30, 2013
for Corporate Income Shares, Municipal Income Shares, Taxable Multi-Sector
Income Shares and Tax-Aware Real Return Income Shares are included in the annual
report to shareholders and are incorporated into this SAI by reference. Copies
of the Prospectus may be obtained by contacting AllianceBernstein Investor
Services, Inc. ("ABIS") at the address or the "For Literature" telephone number
shown above.
AllianceBernstein(R) and the AB Logo are registered trademarks and service marks
used by permission of the owner, AllianceBernstein L.P.
The Company is an open-end investment company whose shares are
offered in separate series referred to as portfolios. The Company is comprised
of four portfolios: Corporate Income Shares, Municipal Income Shares, Taxable
Multi-Sector Income Shares and Tax-Aware Real Return Income Shares. Each
portfolio is a separate pool of assets constituting, in effect, a separate
open-end management investment company with its own investment objective and
policies.
Except as otherwise noted, the Funds' investment objective and
policies described below are not "fundamental policies" within the meaning of
the Investment Company Act of 1940, as amended (the "1940 Act"), and may,
therefore, be changed by the Board of Trustees of the Company (the "Board" or
the "Trustees") without shareholder approval. However, no Fund will change its
investment objective without at least 60 days' prior written notice to
shareholders. There is no guarantee that a Fund will achieve its investment
objective. Whenever any investment policy or restriction states a percentage of
a Fund's assets which may be invested in any security or other asset, it is
intended that such percentage limitation be determined immediately after and as
a result of a Fund's acquisition of such securities or other assets.
Accordingly, any later increases or decreases in percentage beyond the specified
limitation resulting from a change in values or net assets will not be
considered a violation of this percentage limitation.
Additional Investment Policies and Practices
The following information about the Funds' investment policies and
practices supplements the information set forth in the Prospectus.
Derivatives
A Fund may, but is not required to, use derivatives for risk
management purposes as part of its investment practices. Derivatives are
financial contracts whose value depends on, or is derived from, the value of an
underlying asset, reference rate or index. These assets, rates, and indices may
include bonds, stocks, mortgages, commodities, interest rates, currency exchange
rates, bond indices and stock indices.
There are four principal types of derivatives -- options, futures,
forwards and swaps. These principal types of derivative instruments, as well as
the methods in which they may be used by a Fund, are described below.
Derivatives may be (i) standardized, exchange-traded contracts or (ii)
customized, privately-negotiated contracts. Exchange-traded derivatives tend to
be more liquid and subject to less credit risk than those that are privately
negotiated. The Funds may use derivatives to earn income and enhance returns, to
hedge or adjust the risk profile of a portfolio and either to replace more
traditional direct investments or to obtain exposure to otherwise inaccessible
markets.
Forward Contracts. A forward contract, which may be standardized and
exchange-traded or customized and privately negotiated, is an agreement for one
party to buy, and the other party to sell, a specific quantity of an underlying
commodity or other tangible asset for an agreed-upon price at a future date. A
forward contract generally is settled by physical delivery of the commodity or
other tangible asset underlying the forward contract to an agreed-upon location
at a future date (rather than settled by cash) or will be rolled forward into a
new forward contract. Non-deliverable forwards ("NDFs") specify a cash payment
upon maturity.
Futures Contracts and Options on Futures Contracts. A futures
contract is an agreement that obligates the buyer to buy and the seller to sell
a specified quantity of an underlying asset (or settle for cash the value of a
contract based on an underlying asset, rate or index) at a specific price on the
contract maturity date. Options on futures contracts are options that call for
the delivery of futures contracts upon exercise. Futures contracts are
standardized, exchange-traded instruments and are fungible (i.e., considered to
be perfect substitutes for each other). This fungibility allows futures
contracts to be readily offset or canceled through the acquisition of equal but
opposite positions, which is the primary method in which futures contracts are
liquidated. A cash-settled futures contract does not require physical delivery
of the underlying asset but instead is settled for cash equal to the difference
between the values of the contract on the date it is entered into and its
maturity date.
Options. An option, which may be standardized and exchange-traded,
or customized and privately negotiated, is an agreement that, for a premium
payment or fee, gives the option holder (the buyer) the right but not the
obligation to buy (a "call") or sell (a "put") the underlying asset (or settle
for cash an amount based on an underlying asset, rate or index) at a specified
price (the exercise price) during a period of time or on a specified date.
Likewise, when an option is exercised the writer of the option is obligated to
sell (in the case of a call option) or to purchase (in the case of a put option)
the underlying asset (or settle for cash an amount based on an underlying asset,
rate or index).
Swaps. A swap, which may be standardized and exchange-traded or
customized and privately negotiated, is an agreement that obligates two parties
to exchange a series of cash flows at specified intervals (payment dates) based
upon or calculated by reference to changes in specified prices or rates
(interest rates in the case of interest rate swaps, currency exchange rates in
the case of currency swaps) for a specified amount of an underlying asset (the
"notional" principal amount). Most Swaps are entered into on a net basis (i.e.,
the two payment streams are netted out, with a Fund receiving or paying, as the
case may be, only the net amount of the two payments). Payments received by each
of Municipal Income Shares and Tax-Aware Real Return Income Shares from swap
agreements will result in taxable income, either as ordinary income or capital
gains, rather than tax-exempt income, which will increase the amount of taxable
distributions received by shareholders of each Fund. Except for currency swaps,
the notional principal amount is used solely to calculate the payment streams
but is not exchanged. With respect to currency swaps, actual principal amounts
of currencies may be exchanged by the counterparties at the initiation, and
again upon the termination, of the transaction.
Risks of Derivatives and other Regulatory Issues. Investment
techniques employing such derivatives involve risks different from, and, in
certain cases, greater than, the risks presented by more traditional
investments. Following is a general discussion of important risk factors and
issues concerning the use of derivatives.
-- Market Risk. This is the general risk attendant to all
investments that the value of a particular investment will change in
a way detrimental to a Fund's interest.
-- Management Risk. Derivative products are highly specialized
instruments that require investment techniques and risk analyses
different from those associated with stocks and bonds. The use of a
derivative requires an understanding not only of the underlying
instrument but also of the derivative itself, without the benefit of
observing the performance of the derivative under all possible
market conditions. In particular, the use and complexity of
derivatives require the maintenance of adequate controls to monitor
the transactions entered into, the ability to assess the risk that a
derivative adds to a Fund's investment portfolio, and the ability to
forecast price, interest rate or currency exchange rate movements
correctly.
-- Credit Risk. This is the risk that a loss may be sustained by a
Fund as a result of the failure of another party to a derivative
(usually referred to as a "counterparty") to comply with the terms
of the derivative contract. The credit risk for exchange-traded
derivatives is generally less than for privately negotiated
derivatives, since the clearinghouse, which is the issuer or
counterparty to each exchange-traded derivative, provides a
guarantee of performance. This guarantee is supported by a daily
payment system (i.e., margin requirements) operated by the
clearinghouse in order to reduce overall credit risk. For privately
negotiated derivatives, there is no similar clearing agency
guarantee. Therefore, a Fund considers the creditworthiness of each
counterparty to a privately negotiated derivative in evaluating
potential credit risk.
-- Liquidity Risk. Liquidity risk exists when a particular
instrument is difficult to purchase or sell. If a derivative
transaction is particularly large or if the relevant market is
illiquid (as is the case with many privately negotiated
derivatives), it may not be possible to initiate a transaction or
liquidate a position at an advantageous price.
-- Leverage Risk. Since many derivatives have a leverage component,
adverse changes in the value or level of the underlying asset, rate
or index can result in a loss substantially greater than the amount
invested in the derivative itself. In the case of swaps, the risk of
loss generally is related to a notional principal amount, even if
the parties have not made any initial investment. Certain
derivatives have the potential for unlimited loss, regardless of the
size of the initial investment.
-- Risk of Governmental Regulation of Derivatives. Recent
legislation and regulatory developments will eventually require the
clearing and exchange trading of most over-the-counter derivatives
investments. It is possible that new Government regulation of
various types of derivative instruments, including futures and
swaps, may affect a Fund's ability to use such instruments as a part
of its investment strategy.
-- Other Risks. Other risks in using derivatives include the risk of
mispricing or improper valuation of derivatives and the inability of
derivatives to correlate perfectly with underlying assets, rates and
indices. Many derivatives, in particular privately negotiated
derivatives, are complex and often valued subjectively. Improper
valuations can result in increased cash payment requirements to
counterparties or a loss of value to a Fund. Derivatives do not
always perfectly or even highly correlate or track the value of the
assets, rates or indices they are designed to closely track.
Consequently, a Fund's use of derivatives may not always be an
effective means of, and sometimes could be counterproductive to,
furthering the Fund's investment objective.
A Fund may purchase and sell derivative instruments only to the
extent that such activities are consistent with the requirements of the
Commodity Exchange Act ("CEA") and the rules adopted by the Commodity Futures
Trading Commission ("CFTC") thereunder. Under CFTC rules, a registered
investment company that conducts more than a minimal amount of trading in
futures, commodity options, swaps and other commodity interests is a commodity
pool and its adviser must register as a commodity pool operator ("CPO"). Under
such rules, registered investment companies are subject to additional disclosure
and reporting requirements. The Adviser and the Funds except for Tax-Aware Real
Return Income Shares have claimed an exclusion from the definition of CPO under
CFTC Rule 4.5 and are not currently subject to these registration, disclosure
and reporting requirements. This exclusion is not available for Tax-Aware Real
Return Income Shares and the Adviser has registered as a CPO with respect to
this Fund and it will be necessary to comply with the CFTC disclosure, reporting
and recordkeeping requirements. The CFTC has not yet issued final rules
regarding the harmonization of its disclosure, reporting and recordkeeping with
those of the Securities and Exchange Commission ("SEC") and, therefore, the
scope of the requirements is currently unknown but they could adversely affect
the Fund's expenses.
Use of Options, Futures, Forwards and Swaps by a Fund
- Forward Currency Exchange Contracts. A forward currency exchange
contract is an obligation by one party to buy, and the other party to sell, a
specific amount of a currency for an agreed-upon price at a future date. A
forward currency exchange contract may result in the delivery of the underlying
asset upon maturity of the contract in return for the agreed-upon payment. NDFs
specify a cash payment upon maturity. NDFs are normally used when the market for
physical settlement of the currency is underdeveloped, heavily regulated or
highly taxed.
Taxable Multi-Sector Income Shares may, for example, enter into
forward currency exchange contracts to attempt to minimize the risk to the Fund
from adverse changes in the relationship between the U.S. Dollar and other
currencies. The Fund may purchase or sell forward currency exchange contracts
for hedging purposes similar to those described below in connection with its
transactions in foreign currency futures contracts. The Fund may also purchase
or sell forward currency exchange contracts for non-hedging purposes as a means
of making direct investments in foreign currencies, as described below under
"Currency Transactions".
If a hedging transaction in forward currency exchange contracts is
successful, the decline in the value of portfolio securities or the increase in
the cost of securities to be acquired may be offset, at least in part, by
profits on the forward currency exchange contract. Nevertheless, by entering
into such forward currency exchange contracts, the Fund may be required to forgo
all or a portion of the benefits which otherwise could have been obtained from
favorable movements in exchange rates.
A Fund may also use forward currency exchange contracts to seek to
increase total return when AllianceBernstein L.P., the Funds' Adviser (the
"Adviser"), anticipates that a foreign currency will appreciate or depreciate in
value but securities denominated in that currency are not held by the Fund and
do not present attractive investment opportunities. For example, a Fund may
enter into a foreign currency exchange contract to purchase a currency if the
Adviser expects the currency to increase in value. The Fund would recognize a
gain if the market value of the currency is more than the contract value of the
currency at the time of settlement of the contract. Similarly, a Fund may enter
into a foreign currency exchange contract to sell a currency if the Adviser
expects the currency to decrease in value. The Fund would recognize a gain if
the market value of the currency is less than the contract value of the currency
at the time of settlement of the contract.
The cost of engaging in forward currency exchange contracts varies
with such factors as the currencies involved, the length of the contract period
and the market conditions then prevailing. Since transactions in foreign
currencies are usually conducted on a principal basis, no fees or commissions
are involved.
-- Options on Securities and Municipal and U.S. Government
Securities. A Fund may write and purchase call and put options on securities,
including municipal and U.S. Government securities. In purchasing an option on
securities, a Fund would be in a position to realize a gain if, during the
option period, the price of the underlying securities increased (in the case of
a call) or decreased (in the case of a put) by an amount in excess of the
premium paid; otherwise the Fund would experience a loss not greater than the
premium paid for the option. Thus, a Fund would realize a loss if the price of
the underlying security declined or remained the same (in the case of a call) or
increased or remained the same (in the case of a put) or otherwise did not
increase (in the case of a put) or decrease (in the case of a call) by more than
the amount of the premium. If a put or call option purchased by a Fund were
permitted to expire without being sold or exercised, its premium would represent
a loss to the Fund.
A Fund may write a put or call option in return for a premium, which
is retained by the Fund whether or not the option is exercised. A Fund may write
covered options or uncovered options. A call option written by a Fund is
"covered" if the Fund owns the underlying security, has an absolute and
immediate right to acquire that security upon conversion or exchange of another
security it holds, or holds a call option on the underlying security with an
exercise price equal to or less than the call option it has written. A put
option written by a Fund is covered if the Fund holds a put option on the
underlying securities with an exercise price equal to or greater than the put
option it has written. Uncovered options or "naked options" are riskier than
covered options. For example, if a Fund wrote a naked call option and the price
of the underlying security increased, the Fund would have to purchase the
underlying security for delivery to the call buyer and sustain a loss, which
could be substantial, equal to the difference between the option price and the
market price of the security.
A Fund may purchase call options to hedge against an increase in the
price of securities that the Fund anticipates purchasing in the future. If such
increase occurs, the call option will permit the Fund to purchase the securities
at the exercise price, or to close out the options at a profit. The premium paid
for the call option plus any transaction costs will reduce the benefit, if any,
realized by the Fund upon exercise of the option, and, unless the price of the
underlying security rises sufficiently, the option may expire worthless to the
Fund and the Fund will suffer a loss on the transaction to the extent of the
premium paid.
A Fund may also purchase put options to hedge against a decline in
the value of portfolio securities. If such decline occurs, the put options will
permit the Fund to sell the securities at the exercise price or to close out the
options at a profit. By using put options in this way, a Fund will reduce any
profit it might otherwise have realized on the underlying security by the amount
of the premium paid for the put option and by transaction costs.
A Fund also may, as an example, write combinations of put and call
options on the same security, known as "straddles", with the same exercise and
expiration date. By writing a straddle, the Fund undertakes a simultaneous
obligation to sell and purchase the same security in the event that one of the
options is exercised. If the price of the security subsequently rises above the
exercise price, the call will likely be exercised and the Fund will be required
to sell the underlying security at or below market price. This loss may be
offset, however, in whole or part, by the premiums received on the writing of
the two options. Conversely, if the price of the security declines by a
sufficient amount, the put will likely be exercised. The writing of straddles
will likely be effective, therefore, only where the price of the security
remains relatively stable and neither the call nor the put is exercised. In
those instances where one of the options is exercised, the loss on the purchase
or sale of the underlying security may exceed the amount of the premiums
received.
The Funds may purchase or write options on securities of the types
in which they are permitted to invest in privately negotiated (i.e.,
over-the-counter) transactions. By writing a call option, a Fund limits its
opportunity to profit from any increase in the market value of the underlying
security above the exercise price of the option. By writing a put option, a Fund
assumes the risk that it may be required to purchase the underlying security for
an exercise price above its then current market value, resulting in a capital
loss unless the security subsequently appreciates in value. Where options are
written for hedging purposes, such transactions constitute only a partial hedge
against declines in the value of portfolio securities or against increases in
the value of securities to be acquired, up to the amount of the premium.
A Fund will effect such transactions only with investment dealers
and other financial institutions (such as commercial banks or savings and loan
institutions) deemed creditworthy by the Adviser, and the Adviser has adopted
procedures for monitoring the creditworthiness of such entities. Options
purchased or written in negotiated transactions may be illiquid and it may not
be possible for the Fund to effect a closing transaction at a time when the
Adviser believes it would be advantageous to do so.
--Options on Securities Indices and Municipal and U.S. Government
Securities Indices. An option on a securities index is similar to an option on a
security except that, rather than taking or making delivery of a security at a
specified price, an option on a securities index gives the holder the right to
receive, upon exercise of the option, an amount of cash if the closing level of
the chosen index is greater than (in the case of a call) or less than (in the
case of a put) the exercise price of the option.
A Fund may write (sell) call and put options and purchase call and
put options on securities indices. If a Fund purchases put options on securities
indices to hedge its investments against a decline in the value of portfolio
securities, it will seek to offset a decline in the value of securities it owns
through appreciation of the put option. If the value of the Fund's investments
does not decline as anticipated, or if the value of the option does not
increase, the Fund's loss will be limited to the premium paid for the option.
The success of this strategy will largely depend on the accuracy of the
correlation between the changes in value of the index and the changes in value
of the Fund's security holdings.
A Fund may also write put or call options on securities indices to,
among other things, earn income. If the value of the chosen index declines below
the exercise price of the put option, the Fund has the risk of loss of the
amount of the difference between the exercise price and the closing level of the
chosen index, which it would be required to pay to the buyer of the put option
and which may not be offset by the premium it received upon sale of the put
option. Similarly, if the value of the index is higher than the exercise price
of the call option, the Fund has the risk of loss of the amount of the
difference between the exercise price and the closing level of the chosen index,
which may not be off set by the premium it received upon sale of the call
option. If the decline or increase in the value securities index is
significantly below or above the exercise price of the written option, the Fund
could experience a substantial loss.
The purchase of call options on securities indices may be used by a
Fund to attempt to reduce the risk of missing a broad market advance, or an
advance in an industry or market segment, at a time when the Fund holds
uninvested cash or short-term debt securities awaiting investment. When
purchasing call options for this purpose, a Fund will also bear the risk of
losing all or a portion of the premium paid if the value of the index does not
rise. The purchase of call options on stock indices when a Fund is substantially
fully invested is a form of leverage, up to the amount of the premium and
related transaction costs, and involves risks of loss and of increased
volatility similar to those involved in purchasing call options on securities
the Fund owns.
-- Other Option Strategies. In an effort to earn extra income, to
adjust exposure to individual securities or markets, or to protect all or a
portion of its portfolio from a decline in value, sometimes within certain
ranges, a Fund may use option strategies such as the concurrent purchase of a
call or put option, including on individual securities and stock indices,
futures contracts (including on individual securities and stock indices) or
shares of exchange-traded funds ("ETFs") at one strike price and the writing of
a call or put option on the same individual security, stock index, futures
contract or ETF at a higher strike price in the case of a call option or at a
lower strike price in the case of a put option. The maximum profit from this
strategy would result for the call options from an increase in the value of the
individual security, stock index, futures contract or ETF above the higher
strike price or for the put options the decline in the value of the individual
security, stock index, futures contract or ETF below the lower strike price. If
the price of the individual security, stock index, futures contract or ETF
declines in the case of the call option or increases in the case of the put
option, the Fund has the risk of losing the entire amount paid for the call or
put options.
--Options on Foreign Currencies. Taxable Multi-Sector Income Shares
may purchase and write options on foreign currencies for hedging purposes. For
example, a decline in the dollar value of a foreign currency in which portfolio
securities are denominated will reduce the dollar value of such securities, even
if their value in the foreign currency remains constant. In order to protect
against such diminutions in the value of portfolio securities, the Fund may
purchase put options on the foreign currency. If the value of the currency does
decline, the Fund will have the right to sell such currency for a fixed amount
in dollars and could thereby offset, in whole or in part, the adverse effect on
its portfolio which otherwise would have resulted.
Conversely, where a rise in the dollar value of a currency in which
securities to be acquired are denominated is projected, thereby increasing the
cost of such securities, the Fund may purchase call options thereon. The
purchase of such options could offset, at least partially, the effects of the
adverse movements in exchange rates. As in the case of other types of options,
however, the benefit to the Fund from purchases of foreign currency options will
be reduced by the amount of the premium and related transaction costs. In
addition, where currency exchange rates do not move in the direction or to the
extent anticipated, the Fund could sustain losses on transactions in foreign
currency options which would require it to forgo a portion or all of the
benefits of advantageous changes in such rates.
Taxable Multi-Sector Income Shares may write options on foreign
currencies for hedging purposes or to increase return. For example, where the
Fund anticipates a decline in the dollar value of non-U.S. Dollar-denominated
securities due to adverse fluctuations in exchange rates they could, instead of
purchasing a put option, write a call option on the relevant currency. If the
expected decline occurs, the option will most likely not be exercised, and the
diminution in value of portfolio securities could be offset by the amount of the
premium received.
Similarly, instead of purchasing a call option to hedge against an
anticipated increase in the dollar cost of securities to be acquired, the Fund
could write a put option on the relevant currency, which, if rates move in the
manner projected, will expire unexercised and allow the Fund to hedge such
increased cost up to the amount of the premium. As in the case of other types of
options, however, the writing of a foreign currency option will constitute only
a partial hedge up to the amount of the premium, and only if rates move in the
expected direction. If this does not occur, the option may be exercised and the
Fund will be required to purchase or sell the underlying currency at a loss
which may not be offset by the amount of the premium. Through the writing of
options on foreign currencies, the Fund also may be required to forgo all or a
portion of the benefits that might otherwise have been obtained from favorable
movements in exchange rates.
In addition to using options for the hedging purposes described
above, Taxable Multi-Sector Income Shares may also invest in options on foreign
currencies for non-hedging purposes as a means of making direct investments in
foreign currencies. The Fund may use options on currency to seek to increase
total return when the Adviser anticipates that a foreign currency will
appreciate or depreciate in value but securities denominated in that currency
are not held by the Fund and do not present attractive investment opportunities.
For example, the Fund may purchase call options in anticipation of an increase
in the market value of a currency. The Fund would ordinarily realize a gain if,
during the option period, the value of such currency exceeded the sum of the
exercise price, the premium paid and transaction costs. Otherwise, the Fund
would realize no gain or a loss on the purchase of the call option. Put options
may be purchased by the Fund for the purpose of benefiting from a decline in the
value of a currency that the Fund does not own. The Fund would normally realize
a gain if, during the option period, the value of the underlying currency
decreased below the exercise price sufficiently to more than cover the premium
and transaction costs. Otherwise, the Fund would realize no gain or loss on the
purchase of the put option. For additional information on the use of options on
foreign currencies for non-hedging purposes, see "Currency Transactions" below.
Special Risks Associated with Options on Currencies. An
exchange-traded options position may be closed out only on an options exchange
that provides a secondary market for an option of the same series. Although
Taxable Multi-Sector Income Shares will generally purchase or sell options for
which there appears to be an active secondary market, there is no assurance that
a liquid secondary market on an exchange will exist for any particular option,
or at any particular time. For some options, no secondary market on an exchange
may exist. In such event, it might not be possible to effect closing
transactions in particular options, with the result that the Fund would have to
exercise its options in order to realize any profit and would incur transaction
costs on the sale of the underlying currency.
--Futures Contracts and Options on Futures Contracts. Futures
contracts that a Fund may buy and sell may include futures contracts on
fixed-income or other securities, and contracts based on interest rates, foreign
currencies or financial indices, including any index of U.S. Government
securities. A Fund may, for example, purchase or sell futures contracts and
options thereon to hedge against changes in interest rates, securities (through
index futures or options) or, for Taxable Multi-Sector Income Shares,
currencies.
Interest rate futures contracts are purchased or sold for hedging
purposes to attempt to protect against the effects of interest rate changes on a
Fund's current or intended investments in fixed-income securities. For example,
if a Fund owned long-term bonds and interest rates were expected to increase,
that Fund might sell interest rate futures contracts. Such a sale would have
much the same effect as selling some of the long-term bonds in that Fund's
portfolio. However, since the futures market is more liquid than the cash
market, the use of interest rate futures contracts as a hedging technique allows
a Fund to hedge its interest rate risk without having to sell its portfolio
securities. If interest rates were to increase, the value of the debt securities
in the portfolio would decline, but the value of that Fund's interest rate
futures contracts would be expected to increase at approximately the same rate,
thereby keeping the net asset value, or NAV, of that Fund from declining as much
as it otherwise would have. On the other hand, if interest rates were expected
to decline, interest rate futures contracts could be purchased to hedge in
anticipation of subsequent purchases of long-term bonds at higher prices.
Because the fluctuations in the value of the interest rate futures contracts
should be similar to those of long-term bonds, a Fund could protect itself
against the effects of the anticipated rise in the value of long-term bonds
without actually buying them until the necessary cash becomes available or the
market has stabilized. At that time, the interest rate futures contracts could
be liquidated and that Fund's cash reserves could then be used to buy long-term
bonds on the cash market.
Taxable Multi-Sector Income Shares may purchase and sell foreign
currency futures contracts for hedging or risk management purposes in order to
protect against fluctuations in currency exchange rates. Such fluctuations could
reduce the dollar value of portfolio securities denominated in foreign
currencies, or increase the cost of non-U.S. Dollar-denominated securities to be
acquired, even if the value of such securities in the currencies in which they
are denominated remains constant. The Fund may sell futures contracts on a
foreign currency, for example, when it holds securities denominated in such
currency and it anticipates a decline in the value of such currency relative to
the dollar. If such a decline were to occur, the resulting adverse effect on the
value of non-U.S. Dollar-denominated securities may be offset, in whole or in
part, by gains on the futures contracts. However, if the value of the foreign
currency increases relative to the dollar, the Fund's loss on the foreign
currency futures contract may or may not be offset by an increase in the value
of the securities because a decline in the price of the security stated in terms
of the foreign currency may be greater than the increase in value as a result of
the change in exchange rates.
Conversely, Taxable Multi-Sector Income Shares could protect against
a rise in the dollar cost of non-U.S. Dollar-denominated securities to be
acquired by purchasing futures contracts on the relevant currency, which could
offset, in whole or in part, the increased cost of such securities resulting
from a rise in the dollar value of the underlying currencies. When the Fund
purchases futures contracts under such circumstances, however, and the price in
dollars of securities to be acquired instead declines as a result of
appreciation of the dollar, the Fund will sustain losses on its futures position
which could reduce or eliminate the benefits of the reduced cost of portfolio
securities to be acquired.
Taxable Multi-Sector Income Shares may also engage in currency
"cross hedging" when, in the opinion of the Adviser, the historical relationship
among foreign currencies suggests that the Fund may achieve protection against
fluctuations in currency exchange rates similar to that described above at a
reduced cost through the use of a futures contract relating to a currency other
than the U.S. Dollar or the currency in which the foreign security is
denominated. Such "cross hedging" is subject to the same risks as those
described above with respect to an unanticipated increase or decline in the
value of the subject currency relative to the U.S. Dollar.
Taxable Multi-Sector Income Shares may also use foreign currency
futures contracts and options on such contracts for non-hedging purposes.
Similar to options on currencies described above, the Fund may use foreign
currency futures contracts and options on such contracts to seek to increase
total return when the Adviser anticipates that a foreign currency will
appreciate or depreciate in value but securities denominated in that currency
are not held by the Fund and do not present attractive investment opportunities.
The risks associated with foreign currency futures contracts and options on
futures are similar to those associated with options on foreign currencies, as
described above. For additional information on the use of options on foreign
currencies for non-hedging purposes, see "Currency Transactions" below.
Purchases or sales of stock or bond index futures contracts may be
used for hedging purposes to attempt to protect a Fund's current or intended
investments from broad fluctuations in stock or bond prices. For example, a Fund
may sell stock or bond index futures contracts in anticipation of or during a
market decline to attempt to offset the decrease in market value of the Fund's
portfolio securities that might otherwise result. If such decline occurs, the
loss in value of portfolio securities may be offset, in whole or part, by gains
on the futures position. When a Fund is not fully invested in the securities
market and anticipates a significant market advance, it may purchase stock or
bond index futures contracts in order to gain rapid market exposure that may, in
whole or in part, offset increases in the cost of securities that the Fund
intends to purchase. As such purchases are made, the corresponding positions in
stock or bond index futures contracts will be closed out.
Options on futures contracts are options that call for the delivery
of futures contracts upon exercise. Options on futures contracts written or
purchased by a Fund will be traded on U.S. exchanges.
The writing of a call option on a futures contract constitutes a
partial hedge against declining prices of the securities in a Fund's portfolio.
If the futures price at expiration of the option is below the exercise price, a
Fund will retain the full amount of the option premium, which provides a partial
hedge against any decline that may have occurred in the Fund's portfolio
holdings. The writing of a put option on a futures contract constitutes a
partial hedge against increasing prices of the securities or other instruments
required to be delivered under the terms of the futures contract. If the futures
price at expiration of the put option is higher than the exercise price, a Fund
will retain the full amount of the option premium, which provides a partial
hedge against any increase in the price of securities which the Fund intends to
purchase. If a put or call option a Fund has written is exercised, the Fund will
incur a loss which will be reduced by the amount of the premium it receives.
Depending on the degree of correlation between changes in the value of its
portfolio securities and changes in the value of its options on futures
positions, a Fund's losses from exercised options on futures may to some extent
be reduced or increased by changes in the value of portfolio securities.
A Fund may purchase options on futures contracts for hedging
purposes instead of purchasing or selling the underlying futures contracts. For
example, where a decrease in the value of portfolio securities is anticipated as
a result of a projected market-wide decline or changes in interest or exchange
rates, a Fund could, in lieu of selling futures contracts, purchase put options
thereon. In the event that such decrease were to occur, it may be offset, in
whole or part, by a profit on the option. If the anticipated market decline were
not to occur, the Fund will suffer a loss equal to the price of the put. Where
it is projected that the value of securities to be acquired by a Fund will
increase prior to acquisition due to a market advance or changes in interest or
exchange rates, a Fund could purchase call options on futures contracts, rather
than purchasing the underlying futures contracts. If the market advances, the
increased cost of securities to be purchased may be offset by a profit on the
call. However, if the market declines, the Fund will suffer a loss equal to the
price of the call, but the securities that the Fund intends to purchase may be
less expensive.
- Credit Default Swap Agreements. The "buyer" in a credit default
swap contract is obligated to pay the "seller" a periodic stream of payments
over the term of the contract in return for a contingent payment upon the
occurrence of a credit event with respect to an underlying reference obligation.
Generally, a credit event means bankruptcy, failure to pay, obligation
acceleration or restructuring. A Fund may be either the buyer or seller in the
transaction. As a seller, the Fund receives a fixed rate of income throughout
the term of the contract, which typically is between one month and ten years,
provided that no credit event occurs. If a credit event occurs, the Fund
typically must pay the contingent payment to the buyer. The contingent payment
will be either (i) the "par value" (full amount) of the reference obligation in
which case the Fund will receive the reference obligation in return, or (ii) an
amount equal to the difference between the par value and the current market
value of the obligation. The value of the reference obligation received by the
Fund as a seller if a credit event occurs, coupled with the periodic payments
previously received, may be less than the full notional value it pays to the
buyer, resulting in a loss of value to the Fund. If the Fund is a buyer and no
credit event occurs, the Fund will lose its periodic stream of payments over the
term of the contract. However, if a credit event occurs, the buyer typically
receives full notional value for a reference obligation that may have little or
no value.
Credit default swaps may involve greater risks than if a Fund had
invested in the reference obligation directly. Credit default swaps are subject
to general market risk, liquidity risk and credit risk.
Corporate Income Shares will not enter into a credit default swap if
the swap provides for settlement by physical delivery and such delivery would
result in the Fund investing less than 80% of its net assets in corporate bonds
and other corporate debt securities.
- Currency Swaps. Taxable Multi-Sector Income Shares may enter into
currency swaps for hedging purposes in an attempt to protect against adverse
changes in exchange rates between the U.S. Dollar and other currencies or for
non-hedging purposes as a means of making direct investments in foreign
currencies, as described below under "Currency Transactions". Currency swaps
involve the exchange by the Fund with another party of a series of payments in
specified currencies. Actual principal amounts of currencies may be exchanged by
the counterparties at the initiation, and again upon termination of the
transaction. Since currency swaps are typically individually negotiated, the
Fund expects to achieve an acceptable degree of correlation between its
portfolio investments and its currency swaps positions. Therefore the entire
principal value of a currency swap is subject to the risk that the other party
to the swap will default on its contractual delivery obligations. The Fund will
not enter into any currency swap unless the credit quality of the unsecured
senior debt or the claims-paying ability of the other party thereto is rated in
the highest rating category of at least one nationally recognized statistical
rating organization ("NRSRO") at the time of entering into the transaction. If
there is a default by the other party to such a transaction, the Fund will have
contractual remedies pursuant to the agreements related to the transactions.
--Swaps: Interest Rate Transactions. A Fund may enter into interest
rate swap, swaption and cap or floor transactions, which may include preserving
a return or spread on a particular investment or portion of its portfolio or
protecting against an increase in the price of securities the Fund anticipates
purchasing at a later date. Unless there is a counterparty default, the risk of
loss to a Fund from interest rate transactions is limited to the net amount of
interest payments that the Fund is contractually obligated to make. If the
counterparty to an interest rate transaction defaults, the Fund's risk of loss
consists of the net amount of interest payments that the Fund is contractually
obligated to receive.
Interest rate swaps involve the exchange by a Fund with another
party of payments calculated by reference to specified interest rates (e.g., an
exchange of floating rate payments for fixed rate payments) computed based on a
contractually-based principal (or "notional") amount.
An option on a swap agreement, also called a "swaption", is an
option that gives the buyer the right, but not the obligation, to enter into a
swap on a future date in exchange for paying a market-based "premium". A
receiver swaption gives the owner the right to receive the total return of a
specified asset, reference rate, or index. A payer swaption gives the owner the
right to pay the total return of a specified asset, reference rate, or index.
Swaptions also include options that allow an existing swap to be terminated or
extended by one of the counterparties.
Interest rate caps and floors are similar to options in that the
purchase of an interest rate cap or floor entitles the purchaser, to the extent
that a specified index exceeds (in the case of a cap) or falls below (in the
case of a floor) a predetermined interest rate, to receive payments of interest
on a notional amount from the party selling the interest rate cap or floor.
Caps and floors are less liquid than swaps. These transactions do
not involve the delivery of securities or other underlying assets or principal.
A Fund will enter into interest rate swap, swaptions, cap or floor transactions
only with counterparties who have credit ratings of at least A- (or the
equivalent) from any one nationally recognized statistical rating organization
("NRSRO") or counterparties with guarantors with debt securities having such a
rating.
- Inflation (CPI) Swaps. Inflation swap agreements are contracts in
which one party agrees to pay the cumulative percentage increase in a price
index (the Consumer Price Index with respect to CPI swaps) over the term of the
swap (with some lag on the inflation index), and the other pays a compounded
fixed rate. Inflation swap agreements may be used to protect the NAV of a Fund
against an unexpected change in the rate of inflation measured by an inflation
index since the value of these agreements is expected to increase if unexpected
inflation increases.
- Total Return Swaps. Tax-Aware Real Return Income Shares may enter
into total return swaps in order to take a "long" or "short" position with
respect to an underlying referenced asset. The Fund is subject to market price
volatility of the underlying referenced asset. A total return swap involves
commitments to pay interest in exchange for a market linked return based on a
notional amount. To the extent that the total return of the security group of
securities or index underlying the transaction exceeds or falls short of the
offsetting interest obligation, the Fund will receive a payment from or make a
payment to the counterparty. Total return swaps could result in losses if the
underlying asset or reference does not perform as anticipated.
Special Risks Associated with Swaps. Risks may arise as a result of
the failure of the counterparty to the swap contract to comply with the terms of
the swap contract. The loss incurred by the failure of a counterparty is
generally limited to the net interim payment to be received by a Fund, and/or
the termination value at the end of the contract. Therefore, a Fund considers
the creditworthiness of each counterparty to a swap contract in evaluating
potential counterparty risk. The risk is mitigated by having a netting
arrangement between a Fund and the counterparty and by the posting of collateral
by the counterparty to the Fund to cover the Fund's exposure to the
counterparty. Additionally, risks may arise from unanticipated movements in
interest rates or in the value of the underlying securities. A Fund accrues for
the interim payments on swap contracts on a daily basis, with the net amount
recorded within unrealized appreciation/depreciation of swap contracts on the
statement of assets and liabilities. Once the interim payments are settled in
cash, the net amount is recorded as realized gain/(loss) on swaps on the
statement of operations, in addition to any realized gain/(loss) recorded upon
the termination of swap contracts. Fluctuations in the value of swap contracts
are recorded as a component of net change in unrealized appreciation/
depreciation of swap contracts on the statement of operations.
- Eurodollar Instruments. Eurodollar instruments are essentially
U.S. Dollar-denominated futures contracts or options thereon that are linked to
the London Interbank Offered Rate and are subject to the same limitations and
risks as other futures contracts and options.
- Currency Transactions. Taxable Multi-Sector Income Shares may
invest in non-U.S. Dollar-denominated securities on a currency hedged or
un-hedged basis. The Adviser may actively manage the Fund's currency exposures
and may seek investment opportunities by taking long or short positions in
currencies through the use of currency-related derivatives, including forward
currency exchange contracts, futures and options on futures, swaps and options.
The Adviser may enter into transactions for investment opportunities when it
anticipates that a foreign currency will appreciate or depreciate in value but
securities denominated in that currency are not held by the Fund and do not
present attractive investment opportunities. Such transactions may also be used
when the Adviser believes that it may be more efficient than a direct investment
in a foreign currency-denominated security. The Fund may also conduct currency
exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing
in the currency exchange market for buying or selling securities).
Forward Commitments and When-Issued and Delayed Delivery Securities
Forward commitments for the purchase or sale of securities may
include purchases on a "when-issued" basis or purchases or sales on a "delayed
delivery" basis. In some cases, a forward commitment may be conditioned upon the
occurrence of a subsequent event, such as approval and consummation of a merger,
corporate reorganization or debt restructuring (i.e., a "when, as and if issued"
trade). When forward commitment transactions are negotiated, the price is fixed
at the time the commitment is made and a Fund assumes the rights and risks of
ownership of the security but the Fund does not pay for the securities until
they are received. If a Fund is fully or almost fully invested when forward
commitment purchases are outstanding, such purchases may result in a form of
leverage. Leveraging the portfolio in this manner may increase the Fund's
volatility of returns.
The use of forward commitments enables a Fund to protect against
anticipated changes in exchange rates, interest rates and/or prices. For
instance, Taxable Multi-Sector Income Shares may enter into a forward contract
when it enters into a contract for the purchase or sale of a security
denominated in a foreign currency in order to "lock in" the U.S. Dollar price of
the security ("transaction hedge"). In addition, when the Fund believes that a
foreign currency may suffer a substantial decline against the U.S. Dollar, it
may enter into a forward sale contract to sell an amount of that foreign
currency approximating the value of some or all of the Fund's securities
denominated in such foreign currency, or when the Fund believes that the U.S.
Dollar may suffer a substantial decline against a foreign currency, it may enter
into a forward purchase contract to buy that foreign currency for a fixed dollar
amount ("position hedge"). If the Adviser were to forecast incorrectly the
direction of exchange rate movements, a Fund might be required to complete such
when-issued or forward transactions at prices inferior to the then current
market values.
When-issued securities and forward commitments may be sold prior to
the settlement date. If a Fund chooses to dispose of the right to acquire a
when-issued security prior to its acquisition or dispose of its right to deliver
or receive against a forward commitment, it may incur a gain or loss. Any
significant commitment of Fund assets to the purchase of securities on a "when,
as and if issued" basis may increase the volatility of the Fund's NAV.
Forward commitments include "to be announced" ("TBA")
mortgage-backed securities, which are contracts for the purchase or sale of
mortgage-backed securities to be delivered at a future agreed-upon date, whereby
the specific mortgage pool numbers or the number of pools that will be delivered
to fulfill the trade obligation or terms of the contract are unknown at the time
of the trade. Subsequent to the time of the trade, a mortgage pool or pools
guaranteed by the Government National Mortgage Association, or GNMA, the Federal
National Mortgage Association, or FNMA, or the Federal Home Loan Mortgage
Corporation, or FHLMC (including fixed rate or variable rate mortgages) are
allocated to the TBA mortgage-backed securities transactions.
At the time a Fund intends to enter into a forward commitment, it
will record the transaction and thereafter reflect the value of the security
purchased or, if a sale, the proceeds to be received, in determining its NAV.
Any unrealized appreciation or depreciation reflected in such valuation of a
"when, as and if issued" security would be canceled in the event that the
required conditions did not occur and the trade was canceled.
Purchases of securities on a forward commitment or when-issued basis
may involve more risk than other types of purchases. For example, by committing
to purchase securities in the future, a Fund subjects itself to a risk of loss
on such commitments as well as on its portfolio securities. Also, a Fund may
have to sell assets which have been set aside in order to meet redemptions. In
addition, if a Fund determines it is advisable as a matter of investment
strategy to sell the forward commitment or "when-issued" or "delayed delivery"
securities before delivery, the Fund may incur a gain or loss because of market
fluctuations since the time the commitment to purchase such securities was made.
Any such gain or loss would be treated as a capital gain or loss for tax
purposes. When the time comes to pay for the securities to be purchased under a
forward commitment or on a "when-issued" or "delayed delivery" basis, the Fund
will meet its obligations from the then available cash flow or the sale of
securities, or, although it would not normally expect to do so, from the sale of
the forward commitment or "when-issued" or "delayed delivery" securities
themselves (which may have a value greater or less than a Fund's payment
obligation). No interest or dividends accrue to the purchaser prior to the
settlement date for securities purchased or sold under a forward commitment. In
addition, in the event the other party to the transaction files for bankruptcy,
becomes insolvent, or defaults on its obligation, a Fund may be adversely
affected.
Governmental Obligations
The ability of governments to make timely payments on their
obligations is likely to be influenced strongly by the issuer's balance of
payments, including export performance, and its access to international credits
and investments. To the extent that a country receives payment for its exports
in currencies other than U.S. Dollars, its ability to make debt payments
denominated in U.S. Dollars could be adversely affected. To the extent that a
country develops a trade deficit, it will need to depend on continuing loans
from foreign governments, multi-lateral organizations or private commercial
banks, aid payments from foreign governments and on inflows of foreign
investment. The access of a country to these forms of external funding may not
be certain, and a withdrawal of external funding could adversely affect the
capacity of a government to make payments on its obligations. In addition, the
cost of servicing debt obligations can be affected by a change in international
interest rates since the majority of these obligations carry interest rates that
are adjusted periodically based upon international rates.
Illiquid Securities
A Fund will not invest in illiquid securities if immediately after
such investment more than 15% or such other amount permitted by guidance
regarding the 1940 Act of the Fund's net assets would be invested in such
securities. For this purpose, illiquid securities include, among others, (a)
direct placements or other securities which are subject to legal or contractual
restrictions on resale or for which there is no readily available market (e.g.,
trading in the security is suspended or, in the case of unlisted securities,
market makers do not exist or will not entertain bids or offers), (b) options
purchased by a Fund over-the-counter and the cover for options written by a Fund
over-the-counter, and (c) repurchase agreements not terminable within seven
days. Securities that have legal or contractual restrictions on resale but have
a readily available market are not deemed illiquid for purposes of this
limitation.
Mutual funds do not typically hold a significant amount of
restricted securities (securities that are subject to restrictions on resale to
the general public) or other illiquid securities because of the potential for
delays on resale and uncertainty in valuation. Limitations on resale may have an
adverse effect on the marketability of portfolio securities and a mutual fund
might be unable to dispose of restricted or other illiquid securities promptly
or at reasonable prices and might thereby experience difficulty satisfying
redemptions within seven days. A mutual fund may also have to take certain steps
or wait a certain amount of time in order to remove the transfer restrictions
for such restricted securities in order to dispose of them, resulting in
additional expense and delay.
Rule 144A under the Securities Act of 1933, as amended, (the
"Securities Act") allows a broader institutional trading market for securities
otherwise subject to restriction on resale to the general public. Rule 144A
establishes a "safe harbor" from the registration requirements of the Securities
Act for resales of certain securities to qualified institutional buyers. An
insufficient number of qualified institutional buyers interested in purchasing
certain restricted securities held by a Fund, however, could affect adversely
the marketability of such portfolio securities and the Fund might be unable to
dispose of such securities promptly or at reasonable prices.
The Adviser, acting under the oversight of the Board, will monitor
the liquidity of restricted securities in a Fund that are eligible for resale
pursuant to Rule 144A. In reaching liquidity decisions, the Adviser will
consider, among others, the following factors: (1) the frequency of trades and
quotes for the security; (2) the number of dealers issuing quotations to
purchase or sell the security; (3) the number of other potential purchasers of
the security; (4) the number of dealers undertaking to make a market in the
security; (5) the nature of the security (including its unregistered nature) and
the nature of the marketplace for the security (e.g., the time needed to dispose
of the security, the method of soliciting offers and the mechanics of the
transfer); and (6) any applicable SEC interpretation or position with respect to
such type of securities.
Insured Bonds
Municipal Income Shares and Tax-Aware Real Return Income Shares may
obtain insurance on their municipal bonds or purchase insured municipal bonds
covered by policies issued by monoline insurance companies. Currently, only
Assured Guaranty Municipal Corp. ("AGM") is writing policies on newly issued
municipal bonds. AGM (formerly, Financial Security Assurance Holdings Ltd.) is
an indirect subsidiary of Assured Guaranty Ltd. ("Assured"). Prior to the recent
financial crisis, there were several other insurers writing policies on
municipal bonds, but the ratings of these insurers have been severely downgraded
and, while they are still insuring municipal bonds under policies written prior
to the financial crisis, they are no longer writing new policies. These insurers
include National Public Finance Guarantee Corporation ("National"), a
wholly-owned subsidiary of MBIA Inc. ("MBIA"); Financial Guaranty Insurance
Company ("FGIC"); Ambac Assurance Corporation ("Ambac"), a wholly-owned
subsidiary of Ambac Financial Group, Inc.; ACA Financial Guaranty Corporation
("ACA"); Radian Asset Assurance, Inc. (formerly, Asset Guaranty Insurance
Company) ("Radian"), a wholly-owned subsidiary of Radian Group, Inc.; Syncora
Guarantee Inc. ("Syncora") (formerly, XL Capital Assurance, Inc.), a
wholly-owned subsidiary of Syncora Holdings Ltd. (formerly, Security Capital
Assurance Ltd.); CIFG Assurance North America, Inc. (formerly, CDC IXIS
Financial Guaranty North America, Inc.) ("CIFG NA"); and Berkshire Hathaway
Assurance Corporation ("BHAC"), a wholly owned subsidiary of Berkshire Hathaway
Inc. Most of these insurers have been recently downgraded and it is possible
that additional downgrades may occur. Moody's Investors Service ("Moody's) and
Standard & Poor's Index Services ("S&P") ratings reflect the respective rating
agency's current assessment of the creditworthiness of each insurer and its
ability to pay claims on its policies of insurance. Any further explanation as
to the significance of the ratings may be obtained only from the applicable
rating agency. The ratings are not recommendations to buy, sell or hold the
bonds, and such ratings may be subject to revision or withdrawal at any time by
the rating agencies. Any downward revision or withdrawal of either or both
ratings may have an adverse effect on the market price of the bonds.
It should be noted that insurance is not a substitute for the basic
credit of an issuer, but supplements the existing credit and provides additional
security therefor. Moreover, while insurance coverage for the municipal
securities held by the Funds may reduce credit risk, it does not protect against
market fluctuations caused by changes in interest rates and other factors. As a
result of declines in the credit quality and associated downgrades of most fund
insurers, insurance has less value than it did in the past. The market now
values insured municipal securities primarily based on the credit quality of the
issuer of the security with little value given to the insurance feature. In
purchasing insured municipal securities, the Adviser currently evaluates the
risk and return of such securities through its own research.
Investments in Exchange Traded Funds and Other Investment Companies
A Fund may invest in shares of ETFs subject to the restrictions and
limitations of the 1940 Act or any applicable rules, exemptive orders or
regulatory guidance. ETFs are pooled investment vehicles, which may be managed
or unmanaged, that generally seek to track the performance of a specific index.
ETFs will not track their underlying indices precisely since the ETFs have
expenses and may need to hold a portion of their assets in cash, unlike the
underlying indices, and the ETFs may not invest in all of the securities in the
underlying indices in the same proportion as the underlying indices for various
reasons. The Funds will incur transaction costs when buying and selling ETF
shares, and indirectly bear the expenses of the ETFs. In addition, the market
value of an ETF's shares, which are based on supply and demand in the market for
the ETFs shares, may differ from their NAV. Accordingly, there may be times when
an ETF's shares trade at a discount to its NAV.
A Fund may also invest in investment companies other than ETFs as
permitted by the 1940 Act or the rules and regulations thereunder. As with ETF
investments, if a Fund acquires shares in investment companies, shareholders
would bear, indirectly, the expenses of such investment companies (which may
include management and advisory fees), which are in addition to that Fund's
expenses. The Funds intend to invest uninvested cash balances in an affiliated
money market fund as permitted by Rule 12d1-1 under the 1940 Act.
Loans of Portfolio Securities
A Fund may seek to increase income by lending portfolio securities
to brokers, dealers, and financial institutions ("borrowers") to the extent
permitted under the 1940 Act or the rules or regulations thereunder (as such
statute, rules or regulations may be amended from time to time) or by guidance
regarding, interpretations of, or exemptive orders under, the 1940 Act. Under
the securities lending program, all securities loans will be secured continually
by cash collateral. A principal risk in lending portfolio securities is that the
borrower will fail to return the loaned securities upon termination of the loan
and that the collateral will not be sufficient to replace the loaned securities
upon the borrower's default.
In determining whether to lend securities to a particular borrower,
the Adviser (subject to oversight by the Board) will consider all relevant facts
and circumstances, including the creditworthiness of the borrower. The loans
would be made only to firms deemed by the Adviser to be creditworthy, and when,
in the judgment of the Adviser, the consideration that can be earned currently
from securities loans of this type justifies the attendant risk. A Fund will be
compensated for the loan from a portion of the net return from the interest
earned on the cash collateral after a rebate paid to the borrower (which may be
a negative amount - i.e., the borrower may pay a fee to the Fund in connection
with the loan) and payments for fees paid to the securities lending agent and
for certain other administrative expenses.
A Fund will have the right to call a loan and obtain the securities
loaned at any time on notice to the borrower within the normal and customary
settlement time for the securities. While securities are on loan, the borrower
is obligated to pay the Fund amounts equal to any income or other distributions
from the securities.
A Fund will invest cash collateral in a money market fund that
complies with Rule 2a-7, has been approved by the Board and is expected to be
advised by the Adviser. Any such investment of cash collateral will be subject
to the money market fund's investment risk. A Fund may pay reasonable finders',
administrative, and custodial fees in connection with a loan.
A Fund will not have the right to vote any securities having voting
rights during the existence of the loan. A Fund will have the right to regain
record ownership of loaned securities or equivalent securities in order to
exercise voting or ownership rights. When a Fund lends its securities, its
investment performance will continue to reflect the value of securities on loan.
Loan Participations and Assignments
Taxable Multi-Sector Income Shares and Tax-Aware Real Return Income
Shares may invest in direct debt instruments, which are interests in amounts
owed to lenders or lending syndicates by corporate, governmental, or other
borrowers ("Loans"), either by participating as co-lender at the time the loan
is originated ("Participations") or by buying an interest in the loan in the
secondary market from a financial institution or institutional investor
("Assignments"). A loan is often administered by a bank or other financial
institution that acts as agent for all the holders. The financial status of the
agent interposed between a Fund and a borrower may affect the ability of the
Fund to receive principal and interest payments.
The success of a Fund's investment may depend on the skill with
which an agent administers the terms of the corporate loan agreements, monitors
borrower compliance with covenants, collects principal, interest and fee
payments from borrowers and, where necessary, enforces creditor remedies against
borrowers. Agents typically have broad discretion in enforcing loan agreements.
A Fund's investment in Participations typically will result in the
Fund having a contractual relationship only with the financial institution
arranging the Loan with the borrower (the "Lender") and not with the borrower
directly. 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, the Fund generally will
have no right to enforce compliance by the borrower with the terms of the loan
agreement relating to the Loan, nor any rights of set-off against the borrower,
and the Fund may not directly benefit from any collateral supporting the Loan in
which it has purchased the Participation. As a result, the Fund may be subject
to the credit risk of both the borrower and the Lender that is selling the
Participation. In the event of the insolvency of the Lender selling a
Participation, the Fund may be treated as a general creditor of the Lender and
may not benefit from any set-off between the Lender and the borrower. Certain
Participations may be structured in a manner designed to avoid purchasers of
Participations being subject to the credit risk of the Lender with respect to
the Participation; but even under such a structure, in the event of the Lender's
insolvency, the Lender's servicing of the Participation may be delayed and the
assignability of the Participation impaired. A Fund will acquire Participations
only if the Lender interpositioned between the Fund and the borrower is a Lender
having total assets of more than $25 billion and whose senior unsecured debt is
rated investment grade (i.e., Baa3 or higher by Moody's or BBB- or higher by
S&P) or higher.
When a Fund purchases Assignments from Lenders it will acquire
direct rights against the borrower on the Loan. Because Assignments are arranged
through private negotiations between potential assignees and potential
assignors, however, the rights and obligations acquired by the Fund as the
purchaser of an assignment may differ from, and be more limited than, those held
by the assigning Lender. The assignability of certain obligations is restricted
by the governing documentation as to the nature of the assignee such that the
only way in which a Fund may acquire an interest in a Loan is through a
Participation and not an Assignment.
A Fund may have difficulty disposing of Assignments and
Participations because to do so it will have to assign such securities to a
third party. Because there is no liquid market for such securities, a Fund
anticipates that such securities could be sold only to a limited number of
institutional investors. The lack of a liquid secondary market may have an
adverse impact on the value of such securities and the Fund's ability to dispose
of particular Assignments or Participations when necessary to meet a Fund's
liquidity needs in response to a specific economic event such as a deterioration
in the creditworthiness of the borrower. The lack of a liquid secondary market
for Assignments and Participations also may make it more difficult for a Fund to
assign a value to these securities for purposes of valuing the Fund's portfolio
and calculating its asset value.
Loans in which a Fund may invest may include participations in
"bridge loans", which are loans taken out by borrowers for a short period
(typically less than six months) pending arrangement of more permanent financing
through, for example, the issuance of bonds, frequently high-yield bonds issued
for the purposes of acquisitions. A Fund may also participate in unfunded loan
commitments, which are contractual obligations for future funding, and receive a
commitment fee based on the amount of the commitment.
Mortgage-Related Securities, Other Asset-Backed Securities and Structured
Securities
The mortgage-related securities in which the Funds, except for
Corporate Income Shares, may invest typically are securities representing
interests in pools of mortgage loans made by lenders such as savings and loan
associations, mortgage bankers and commercial banks and are assembled for sale
to investors (such as the Funds) by governmental, government-related or private
organizations. Private organizations include commercial banks, savings
associations, mortgage companies, investment banking firms, finance companies,
special purpose finance entities (called special purpose vehicles or SPVs) and
other entities that acquire and package loans for resales as mortgage-related
securities. Specifically, these securities may include pass-through
mortgage-related securities, collateralized mortgage obligations ("CMOs"), CMO
residuals, adjustable-rate mortgage securities ("ARMS"), stripped mortgage-
backed securities ("SMBSs"), commercial mortgage-backed securities, "to be
announced" ("TBA") mortgage-backed securities, mortgage dollar rolls,
collateralized obligations and other securities that directly or indirectly
represent a participation in or are secured by and payable from mortgage loans
on real property and other assets.
Pass-Through Mortgage-Related Securities. Interests in pools of
mortgage-related securities differ from other forms of debt securities, which
normally provide for periodic payment of interest in fixed amounts with
principal payments at maturity or specified call dates. Instead, these
securities provide a monthly payment consisting of both interest and principal
payments. In effect, these payments are a "pass-through" of the monthly payments
made by the individual borrowers on their residential mortgage loans, net of any
fees paid to the issuer or guarantor of such securities. Additional payments are
caused by repayments of principal resulting from the sale of the underlying
residential property, refinancing or foreclosure, net of fees or costs that may
be incurred. Some mortgage-related securities, such as securities issued by
GNMA, are described as "modified pass-through". These securities entitle the
holder to receive all interest and principal payments owed on the mortgage pool,
net of certain fees, regardless of whether or not the mortgagor actually makes
the payment.
The average life of pass-through pools varies with the maturities of
the underlying mortgage instruments. In addition, a pool's term may be shortened
by unscheduled or early payments of principal and interest on the underlying
mortgages. The occurrence of mortgage prepayments is affected by factors
including the level of interest rates, general economic conditions, the location
and age of the mortgage and other social and demographic conditions. As
prepayment rates of individual pools vary widely, it is not possible to
accurately predict the average life of a particular pool. For pools of
fixed-rate 30-year mortgages, common industry practice is to assume that
prepayments will result in a 12-year average life. Pools of mortgages with other
maturities or different characteristics will have varying average life
assumptions. The assumed average life of pools of mortgages having terms of less
than 30 years, is less than 12 years, but typically not less than five years.
Yields on pass-through securities are typically quoted by investment
dealers and vendors based on the maturity of the underlying instruments and the
associated average life assumption. In periods of falling interest rates, the
rate of prepayment tends to increase, thereby shortening the actual average life
of a pool of mortgage-related securities. Conversely, in periods of rising
interest rates the rate of prepayment tends to decrease, thereby lengthening the
actual average life of the pool. Historically, actual average life has been
consistent with the 12-year assumption referred to above. Actual prepayment
experience may cause the yield to differ from the assumed average life yield.
Reinvestment of prepayments may occur at higher or lower interest rates than the
original investment, thus affecting the yield of a Fund. The compounding effect
from reinvestment of monthly payments received by a Fund will increase the yield
to shareholders compared with bonds that pay interest semi-annually.
The principal governmental (i.e., backed by the full faith and
credit of the U.S. Government) guarantor of mortgage-related securities is GNMA.
GNMA is a wholly-owned U.S. Government corporation within the Department of
Housing and Urban Development. GNMA is authorized to guarantee, with the full
faith and credit of the U.S. Government, the timely payment of principal and
interest on securities issued by institutions approved by GNMA (such as savings
and loan institutions, commercial banks and mortgage bankers) and backed by
pools of Federal Housing Administration, FHA-insured or Veterans
Administration-guaranteed mortgages.
Government-related (i.e., not backed by the full faith and credit of
the U.S. Government) guarantors include FNMA and FHLMC. FNMA and FHLMC are a
government-sponsored corporation or corporate instrumentality of the U.S.
Government, respectively (government-sponsored entities or "GSEs"), which were
owned entirely by private stockholders until 2008 when they were placed in
conservatorship by the U.S. Government. After being placed in conservatorship,
the GSEs issued senior preferred stock and common stock to the U.S. Treasury in
an amount equal to 79.9% of each GSE in return for certain funding and liquidity
arrangements. The GSEs continue to operate as going concerns while in
conservatorship and each remains liable for all of its obligations associated
with its mortgage-backed securities. The U.S. Treasury has provided additional
funding to the GSEs and their future is unclear as Congress is considering
whether to adopt legislation that would severely restrict or even terminate
their operations. FNMA purchases residential mortgages from a list of approved
seller/servicers which include state and federally-chartered savings and loan
associations, mutual savings banks, commercial banks and credit unions and
mortgage bankers. Pass-through securities issued by FNMA are guaranteed as to
timely payment of principal and interest by FNMA and are now, in light of the
funding and liquidity requirements referenced above, effectively backed by the
full faith and credit of the U.S. Government. Participation certificates issued
by FHLMC, which represent interests in mortgages from FHLMC's national
portfolio, are guaranteed by FHLMC as to the timely payment of interest and
ultimate collection of principal and are now, in effect, backed by the full
faith and credit of the U.S. Government.
Commercial banks, savings and loan associations, private mortgage
insurance companies, mortgage bankers and other secondary market issuers create
pass-through pools of conventional residential mortgage loans. Securities
representing interests in pools created by non-governmental private issuers
generally offer a higher rate of interest than securities representing interests
in pools created by governmental issuers because there are no direct or indirect
governmental guarantees of the underlying mortgage payments. However, private
issuers sometimes obtain committed loan facilities, lines of credit, letters of
credit, surety bonds or other forms of liquidity and credit enhancement to
support the timely payment of interest and principal with respect to their
securities if the borrowers on the underlying mortgages fail to make their
mortgage payments. The ratings of such non-governmental securities are generally
dependent upon the ratings of the providers of such liquidity and credit support
and would be adversely affected if the rating of such an enhancer were
downgraded.
The structuring of the pass-through pool may also provide credit
enhancement. Examples of such credit support arising out of the structure of the
transaction include the issue of senior and subordinated securities (e.g., the
issuance of securities by a SPV in multiple classes or "tranches", with one or
more classes being senior to other subordinated classes as to payment of
principal and interest, with the result that defaults on the underlying mortgage
loans are borne first by the holders of the subordinated class); creation of
"reserve funds" ( in which case cash or investments sometimes funded from a
portion of the payments on the underlying mortgage loans, are held in reserve
against future losses); and "overcollateralization" (in which case the scheduled
payments on, or the principal amount of, the underlying mortgage loans exceeds
that required to make payment of the securities and pay any servicing or other
fees). There can be no guarantee the credit enhancements, if any will be
sufficient to prevent losses in the event of defaults on the underlying mortgage
loans.
In addition, mortgage-related securities that are issued by private
issuers are not subject to the underwriting requirements for the underlying
mortgages that are applicable to those mortgage-related securities that have a
government or government-sponsored entity guaranteed. As a result, the mortgage
loans underlying private mortgage-related securities may, and frequently do,
have less favorable collateral, credit risk or other underwriting
characteristics than government or government-sponsored mortgage-related
securities and have wider variances in a number of terms, including interest
rate, term, size, purposes and borrower characteristics. Privately issued pools
more frequently include second mortgages, high loan-to-value mortgages and
manufactured housing loans. The coupon rates and maturities of the underlying
mortgage loans in a private-label mortgage-related pool may vary to a greater
extent than those included in a government guaranteed pool, and the pool may
include subprime mortgage loans. Subprime loans refer to loans made to borrowers
with weakened credit histories or with a lower capacity to make timely payments
on their loans. For these reasons, the loans underlying these securities have
had in many cases higher default rates than those loans that meet government
underwriting requirements.
Collateralized Mortgage Obligations. Another form of
mortgage-related security is a "pay-through" security, which is a debt
obligation. A Fund may invest in other forms of mortgage-related securities
including CMOs, which are debt obligations of the issuer secured by a pool of
mortgage loans pledged as collateral that is legally required to be paid by the
issuer, regardless of whether payments are actually made on the underlying
mortgages. CMOs are the predominant type of "pay-through" mortgage-related
security. In a CMO, a series of bonds or certificates is issued in multiple
classes. Each class of a CMO, often referred to as a "tranche", is issued at a
specific coupon rate and has a stated maturity or final distribution date.
Principal prepayments on collateral underlying a CMO may cause one or more
tranches of the CMO to be retired substantially earlier than the stated
maturities or final distribution dates of the collateral. Although payment of
the principal of, and interest on, the underlying collateral securing privately
issued CMOs may be guaranteed by GNMA, FNMA or FHLMC, these CMOs represent
obligations solely of the private issuer and are not insured or guaranteed by
GNMA, FNMA, FHLMC, any other governmental agency or any other person or entity.
Adjustable-Rate Mortgage Securities. Another type of
mortgage-related security, known as adjustable-rate mortgage securities
("ARMS"), bears interest at a rate determined by reference to a predetermined
interest rate or index. ARMS may be secured by fixed-rate mortgages or
adjustable-rate mortgages. ARMS secured by fixed-rate mortgages generally have
lifetime caps on the coupon rates of the securities. To the extent that general
interest rates increase faster than the interest rates on the ARMS, these ARMS
will decline in value. The adjustable-rate mortgages that secure ARMS will
frequently have caps that limit the maximum amount by which the interest rate or
the monthly principal and interest payments on the mortgages may increase. These
payment caps can result in negative amortization (i.e., an increase in the
balance of the mortgage loan). Furthermore, since many adjustable-rate mortgages
only reset on an annual basis, the values of ARMS tend to fluctuate to the
extent that changes in prevailing interest rates are not immediately reflected
in the interest rates payable on the underlying adjustable-rate mortgages.
Stripped Mortgage-Related Securities. Stripped mortgage-related
securities ("SMRS") are mortgage related securities that are usually structured
with separate classes of securities collateralized by a pool of mortgages or a
pool of mortgage-backed bonds or pass-through securities, with each class
receiving different proportions of the principal and interest payments from the
underlying assets. A common type of SMRS has one class of interest-only
securities ("IOs") receiving all of the interest payments from the underlying
assets and one class of principal-only securities ("POs") receiving all of the
principal payments from the underlying assets. IOs and POs are extremely
sensitive to interest rate changes and are more volatile than mortgage-related
securities that are not stripped. IOs tend to decrease in value as interest
rates decrease and are extremely sensitive to the rate of principal payments
(including prepayments) on the related underlying mortgage assets, and a rapid
rate of principal prepayments may have a material adverse effect on the yield to
maturity of the IO class. POs generally increase in value as interest rates
decrease. If prepayments of the underlying mortgages are greater than
anticipated, the amount of interest earned on the overall pool will decrease due
to the decreasing principal balance of the assets. Due to their structure and
underlying cash flows, SMRS may be more volatile than mortgage-related
securities that are not stripped. Changes in the values of IOs and POs can be
substantial and occur quickly, such as occurred in the first half of 1994 when
the value of many POs dropped precipitously due to increases in interest rates.
A Fund will only invest in SMRS that are issued by the U.S.
Government, its agencies or instrumentalities and supported by the full faith
and credit of the U.S. Although SMRS are purchased and sold by institutional
investors through several investment banking firms acting as brokers or dealers,
the complexity of these instruments and the smaller number of investors in the
sector can lend to illiquid markets in the sector.
Commercial Mortgage-Backed Securities. Commercial mortgage-backed
securities are securities that represent an interest in, or are secured by,
mortgage loans secured by multi-family or commercial properties, such as
industrial and warehouse properties, office buildings, retail space and shopping
malls, and cooperative apartments, hotels and motels, nursing homes, hospitals
and senior living centers. Commercial mortgage-backed securities have been
issued in public and private transactions by a variety of public and private
issuers using a variety of structures, some of which were developed in the
residential mortgage context, including multi-class structures featuring senior
and subordinated classes. Commercial mortgage-backed securities may pay fixed or
floating-rates of interest. The commercial mortgage loans that underlie
commercial mortgage-related securities have certain distinct risk
characteristics. Commercial mortgage loans generally lack standardized terms,
which may complicate their structure, tend to have shorter maturities than
residential mortgage loans and may not be fully amortizing. Commercial
properties themselves tend to be unique and are more difficult to value than
single-family residential properties. In addition, commercial properties,
particularly industrial and warehouse properties, are subject to environmental
risks and the burdens and costs of compliance with environmental laws and
regulations.
Certain Risks. The value of mortgage-related securities is affected
by a number of factors. Unlike traditional debt securities, which have fixed
maturity dates, mortgage-related securities may be paid earlier than expected as
a result of prepayments of underlying mortgages. Such prepayments generally
occur during periods of falling mortgage interest rates. If property owners make
unscheduled prepayments of their mortgage loans, these prepayments will result
in the early payment of the applicable mortgage-related securities. In that
event, a Fund may be unable to invest the proceeds from the early payment of the
mortgage-related securities in investments that provide as high a yield as the
mortgage-related securities. Early payments associated with mortgage-related
securities cause these securities to experience significantly greater price and
yield volatility than is experienced by traditional fixed-income securities. The
level of general interest rates, general economic conditions and other social
and demographic factors affect the occurrence of mortgage prepayments. During
periods of falling interest rates, the rate of mortgage prepayments tends to
increase, thereby tending to decrease the life of mortgage-related securities.
Conversely, during periods of rising interest rates, a reduction in prepayments
may increase the effective life of mortgage-related securities, subjecting them
to greater risk of decline in market value in response to rising interest rates.
If the life of a mortgage-related security is inaccurately predicted, a Fund may
not be able to realize the rate of return it expected.
As with other fixed-income securities, there is also the risk of
nonpayment of mortgage-related securities, particularly for those securities
that are backed by mortgage pools that contain subprime loans. Market factors
adversely affecting mortgage loan repayments include a general economic
downturn, high unemployment, a general slowdown in the real estate market, a
drop in the market prices of real estate, or higher mortgage payments required
to be made by holders of adjustable rate mortgages due to scheduled increases or
increases due to higher interest rates.
Subordinated mortgage-related securities may have additional risks.
The subordinated mortgage-related security may serve as credit support for the
senior securities purchased by other investors. In addition, the payments of
principal and interest on these subordinated securities generally will be made
only after payments are made to the holders of securities senior to the
subordinated securities. Therefore, if there are defaults on the underlying
mortgage loans, the holders of subordinated mortgage-related securities will be
less likely to receive payments of principal and interest and will be more
likely to suffer a loss.
Commercial mortgage-related securities, like all fixed-income
securities, generally decline in value as interest rates rise. Moreover,
although generally the value of fixed-income securities increases during periods
of falling interest rates, this inverse relationship is not as marked in the
case of single-family residential mortgage-related securities, due to the
increased likelihood of prepayments during periods of falling interest rates,
and may not be as marked in the case of commercial mortgage-related securities.
The process used to rate commercial mortgage-related securities may focus on,
among other factors, the structure of the security, the quality and adequacy of
collateral and insurance, and the creditworthiness of the originators, servicing
companies and providers of credit support.
Although the market for mortgage-related securities is becoming
increasingly liquid, those issued by certain private organizations may not be
readily marketable. There may be a limited market for the securities, especially
when there is a perceived weakness in the mortgage and real estate market
sectors. In particular, the secondary markets for CMOs, IOs and POs may be more
volatile and less liquid than those for other mortgage-related securities,
thereby potentially limiting a Fund's ability to buy or sell those securities at
any particular time. Without an active trading market, mortgage-related
securities held in a Fund's portfolio may be particularly difficult to value
because of the complexities involved in the value of the underlying mortgages.
In addition, the rating agencies may have difficulties in rating commercial
mortgage-related securities through different economic cycles and in monitoring
such ratings on a longer-term basis.
As with fixed-income securities generally, the value of
mortgage-related securities can also be adversely affected by increases in
general interest rates relative to the yield provided by such securities. Such
an adverse effect is especially possible with fixed-rate mortgage securities. If
the yield available on other investments rises above the yield of the fixed-rate
mortgage securities as a result of general increases in interest rate levels,
the value of the mortgage-related securities will decline.
Other Asset-Backed Securities. Taxable Multi-Sector Income Shares
and Tax-Aware Real Return Income Shares may invest in other asset-backed
securities. The securitization techniques used to develop mortgage-related
securities are being applied to a broad range of financial assets. Through the
use of trusts and special purpose corporations, various types of assets,
including automobile loans and leases, credit card receivables, home equity
loans, equipment leases and trade receivables, are being securitized in
structures similar to the structures used in mortgage securitizations. For
example, a Fund may invest in collateralized debt obligations ("CDOs"), which
include collateralized bond obligations ("CBOs"), collateralized loan
obligations ("CLOs"), and other similarly structured securities. CBOs and CLOs
are types of asset-backed securities. A CBO is a trust, which is backed by a
diversified pool of high-risk, below investment grade fixed-income securities. 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. These asset-backed securities are
subject to risks associated with changes in interest rates, prepayment of
underlying obligations and defaults similar to the risks of investment in
mortgage-related securities discussed above.
Each type of asset-backed security also entails unique risks
depending on the type of assets involved and the legal structure used. For
example, credit card receivables are generally unsecured obligations of the
credit card holder and the debtors are entitled to the protection of a number of
state and federal consumer credit laws, many of which give such debtors the
right to set off certain amounts owed on the credit cards, thereby reducing the
balance due. There have also been proposals to cap the interest rate that a
credit card issuer may charge. In some transactions, the value of the
asset-backed security is dependent on the performance of a third party acting as
credit enhancer or servicer. Furthermore, in some transactions (such as those
involving the securitization of vehicle loans or leases) it may be
administratively burdensome to perfect the interest of the security issuer in
the underlying collateral and the underlying collateral may become damaged or
stolen.
Structured Securities. Taxable Multi-Sector Income Shares and
Tax-Aware Real Return Income Shares may invest securities issued in structured
financing transactions, which generally involve aggregating types of debt assets
in a pool or special purpose entity and then issuing new securities. Types of
structured financings include, for example, mortgage-related and other
asset-backed securities. A Fund's investments include investments in structured
securities that represent interests in entities organized and operated solely
for the purpose of restructuring the investment characteristics of debt
obligations. This type of restructuring involves the deposit with or purchase by
an entity, such as a corporation or trust, of specified instruments (such as
commercial bank loans) and the issuance by that entity of one or more classes of
securities ("Structured 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 Securities to create securities
with different investment characteristics such as varying maturities, payment
priorities and interest rate provisions, and the extent of the payments made
with respect to Structured Securities is dependent on the extent of the cash
flow on the underlying instruments. Because Structured Securities of the type in
which the Funds anticipate it will invest typically involve no credit
enhancement, their credit risk generally will be equivalent to that of the
underlying instruments.
A Fund is permitted to invest in a class of Structured Securities
that is either subordinated or unsubordinated to the right of payment of another
class. Subordinated Structured Securities typically have higher yields and
present greater risks than unsubordinated Structured Securities.
Under the terms of subordinated securities, payments that would be
made to their holders may be required to be made to the holders of more senior
securities and/or the subordinated or junior securities may have junior liens,
if they have any rights at all, in any collateral (meaning proceeds of the
collateral are required to be paid first to holders of more senior securities).
As a result, subordinated or junior securities will be disproportionately
affected by a default or even a perceived decline in the creditworthiness of the
issuer.
Municipal Securities
Municipal Income Shares and Tax-Aware Real Return Income Shares
invest in municipal securities. Municipal securities include municipal bonds as
well as short-term (i.e., maturing in under one year to as much as three years)
municipal notes, demand notes and tax-exempt commercial paper. In the event a
Fund invests in demand notes, the Adviser will continually monitor the ability
of the obligor under such notes to meet its obligations. Typically, municipal
bonds are issued to obtain funds used to construct a wide range of public
facilities, such as schools, hospitals, housing, mass transportation, airports,
highways and bridges. The funds may also be used for general operating expenses,
refunding of outstanding obligations and loans to other public institutions and
facilities.
Municipal bonds have two principal classifications: general
obligation bonds and revenue or special obligation bonds. General obligation
bonds are secured by the issuer's pledge of its faith, credit and taxing power
for the payment of principal and interest. Revenue or special obligation bonds
are payable only from the revenues derived from a particular facility or class
of facilities or, in some cases, from the proceeds of a special excise tax or
other specific revenue source but not from general tax and other unrestricted
revenues of the issuer. The term "issuer" means the agency, authority,
instrumentality or other political subdivision whose assets and revenues are
available for the payment of principal and interest on the bonds. Certain types
of private activity bonds are also considered municipal bonds if the interest
thereon is exempt from federal income tax.
Private activity bonds are in most cases revenue bonds and do not
generally constitute the pledge of the credit or taxing power of the issuer of
such bonds. The payment of the principal and interest on such private activity
bonds depends solely on the ability of the user of the facilities financed by
the bonds to meet its financial obligations and the pledge, if any, of real and
personal property so financed as security for such payment.
Municipal Income Shares and Tax-Aware Real Return Income Shares may
invest a portion of their assets in municipal securities that pay interest at a
coupon rate equal to a base rate plus additional interest for a certain period
of time if short-term interest rates rise above a predetermined level or "cap".
Although the specific terms of these municipal securities may differ, the amount
of any additional interest payment typically is calculated pursuant to a formula
based upon an applicable short-term interest rate index multiplied by a
designated factor. The additional interest component of the coupon rate of these
municipal securities generally expires before the maturity of the underlying
instrument. These municipal securities may also contain provisions that provide
for conversion at the option of the issuer to constant interest rates in
addition to standard call features.
Municipal Income Shares and Tax-Aware Real Return Income Shares may
invest in zero-coupon municipal securities, which are debt obligations that do
not entitle the holder to any periodic payments prior to maturity and are issued
and traded at a discount from their face amounts. The discount varies depending
on the time remaining until maturity, prevailing interest rates, liquidity of
the security and perceived credit quality of the issuer. The market prices of
zero-coupon municipal securities are generally more volatile than the market
prices of securities that pay interest periodically and are likely to respond to
changes in interest rates to a greater degree than do securities having similar
maturities and credit quality that do pay periodic interest.
Municipal Income Shares and Tax-Aware Real Return Income Shares may
also invest in municipal securities, the interest rate on which has been divided
into two different and variable components, which together result in a fixed
interest rate. Typically, the first of the components (the "Auction Component")
pays an interest rate that is reset periodically through an auction process,
whereas the second of the components (the "Residual Component") pays a current
residual interest rate based on the difference between the total interest paid
by the issuer on the municipal securities and the auction rate paid on the
Auction Component. Municipal Income Shares and Tax-Aware Real Return Income
Shares may purchase both Auction and Residual Components.
Because the interest rate paid to holders of Residual Components is
generally determined by subtracting the interest rate paid to the holders of
Auction Components from a fixed amount, the interest rate paid to Residual
Component holders will decrease the Auction Component's rate increases and
increase as the Auction Component's rate decreases. Moreover, the extent of the
increases and decreases in market value of Residual Components may be larger
than comparable changes in the market value of an equal principal amount of a
fixed rate municipal security having similar credit quality, redemption
provisions and maturity.
Municipal Income Shares and Tax-Aware Real Return Income Shares may
also invest in (i) asset-backed securities, which are securities issued by
special purpose entities whose primary assets consist of, for the purposes of
the Funds' investment, a pool of municipal securities, or (ii) partnership and
grantor trust-type derivative securities, whose ownership allows the purchaser
to receive principal and interest payments on underlying municipal securities.
The securities may be in the form of a beneficial interest in a special purpose
trust, limited partnership interest, or other debt securities issued by a
special purpose corporation. Although the securities may have some form of
credit or liquidity enhancement, payments on the securities depend predominately
upon the municipal securities held by the issuer. There are many types of these
securities, including securities in which the tax-exempt interest rate is
determined by an index, a swap agreement, or some other formula, for example,
the interest rate payable on the security may adjust either at pre-designated
periodic intervals or whenever there is a change in the market rate to which the
security's interest rate is tied. Other features may include the right of a Fund
to tender the security prior to its stated maturity. Municipal Income Shares and
Tax-Aware Real Return Income Shares will not purchase an asset-backed or
derivatives security of the type discussed in this paragraph unless they have
opinion of counsel in connection with the purchase that interest earned by the
Funds from the securities is exempt from, as applicable, federal and state
income taxes.
Municipal notes in which Municipal Income Shares and Tax-Aware Real
Return Income Shares may invest include demand notes, which are tax-exempt
obligations that have stated maturities in excess of one year, but permit the
holder to sell back the security (at par) to the issuer within one to seven days
notice. The payment of principal and interest by the issuer of these obligations
will ordinarily be guaranteed by letters of credit offered by banks. The
interest rate on a demand note may be based upon a known lending rate, such as a
bank's prime rate, and may be adjusted when such rate changes, or the interest
rate on a demand note may be a market rate that is adjusted at specified
intervals.
Other short-term obligations constituting municipal notes include
tax anticipation notes, revenue anticipation notes, bond anticipation notes and
tax-exempt commercial paper.
Tax anticipation notes are issued to finance working capital needs
of municipalities. Generally, they are issued in anticipation of various
seasonal tax revenues, such as ad valorem, income, sales, use and business
taxes. Revenue anticipation notes are issued in expectation of receipt of other
types of revenues, such as federal revenues available under the Federal Revenue
Sharing Programs. Bond anticipation notes are issued to provide interim
financing until long-term financing can be arranged. In most such cases, the
long-term bonds provide the money for the repayment of the notes.
Tax-exempt commercial paper is a short-term obligation with a stated
maturity of 365 days or less (however, issuers typically do not issue such
obligations with maturities longer than seven days). Such obligations are issued
by state and local municipalities to finance seasonal working capital needs or
as short-term financing in anticipation of longer-term financing.
There are, of course, variations in the terms of, and the security
underlying, municipal securities, both within a particular rating classification
and between such classifications, depending on many factors. The ratings of
Moody's, S&P and Fitch Ratings ("Fitch") represent their opinions of the quality
of the municipal securities rated by them. It should be emphasized that such
ratings are general and are not absolute standards of quality. Consequently,
municipal securities with the same maturity, coupon and rating may have
different yields, while the municipal securities of the same maturity and
coupon, but with different ratings, may have the same yield. The Adviser
appraises independently the fundamental quality of the securities included in
the Funds' portfolios.
Yields on municipal securities are dependent on a variety of
factors, including the general conditions of the municipal securities market,
the size of a particular offering, the maturity of the obligation and the rating
of the issue. An increase in interest rates generally will reduce the market
value of portfolio investments, and a decline in interest rates generally will
increase the value of portfolio investments. Municipal securities with longer
maturities tend to produce higher yields and are generally subject to greater
price movements than obligations with shorter maturities. However, Municipal
Income Shares and Tax-Aware Real Return Income Shares do not have any
restrictions on the maturity of municipal securities in which they may invest.
Municipal Income Shares and Tax-Aware Real Return Income Shares will seek to
invest in municipal securities of such maturities that, in the judgment of the
Adviser, will provide a high level of current income consistent with liquidity
requirements and market conditions. The achievement of the Funds' respective
investment objective depends in part on the continuing ability of the issuers of
municipal securities in which the Funds invest to meet their obligations for the
payment of principal and interest when due. Municipal securities historically
have not been subject to registration with the SEC, although from time to time
there have been proposals which would require registration in the future.
After purchase by Municipal Income Shares or Tax-Aware Real Return
Income Shares, a municipal security may cease to be rated or it may default.
These events do not require sales of such securities by the Fund, but the
Adviser will consider such event in its determination of whether the Fund should
continue to hold the security. To the extent that the ratings given by Moody's,
S&P or Fitch may change as a result of changes in such organizations or their
rating systems, the Adviser will attempt to use such changed ratings in a manner
consistent with the Fund's quality criteria as described in the Prospectus.
Obligations of issuers of municipal securities are subject to the
provisions of bankruptcy, insolvency, and other laws affecting the rights and
remedies of creditors, such as the Federal Bankruptcy Code. In addition, the
obligations of such issuers may become subject to laws enacted in the future by
Congress, state legislatures, or referenda extending the time for payment of
principal and/or interest, or imposing other constraints upon enforcement of
such obligations or upon the ability of municipalities to levy taxes. There is
also the possibility that, as a result of litigation or other conditions, the
ability of any issuer to pay, when due, the principal or the interest on its
municipal bonds may be materially affected.
From time to time, proposals have been introduced before Congress
for the purpose of restricting or eliminating the federal income tax exemption
for interest on municipal securities. It can be expected that similar proposals
may be introduced in the future. If such a proposal were enacted, the
availability of municipal securities for investment by Municipal Income Shares
and Tax-Aware Real Return Income Shares and the value of the Funds would be
affected. Additionally, the Municipal Income Shares' and Tax-Aware Real Return
Income Shares' investment objective and policies would be reevaluated.
Preferred Stock
Corporate Income Shares and Taxable Multi-Sector Income Shares may
invest in preferred stock. Preferred stock is an equity security that has
features of debt because it generally entitles the holder to periodic payments
at a fixed rate of return. Preferred stock is subordinated to any debt the
issuer has outstanding but has liquidation preference over common stock.
Accordingly, preferred stock dividends are not paid until all debt obligations
are first met. Preferred stock may be subject to more fluctuations in market
value, due to changes in market participants' perceptions of the issuer's
ability to continue to pay dividends, than debt of the same issuer.
Repurchase Agreements and Buy/Sell Back Transactions
A repurchase agreement is an agreement by which a Fund purchases a
security and obtains a simultaneous commitment from the seller to repurchase the
security at an agreed-upon price and date, normally one day or a week later. The
purchase and repurchase obligations are transacted under one document. The
resale price is greater than the purchase price, reflecting an agreed-upon
"interest rate" that is effective for the period of time the buyer's money is
invested in the security, and which is related to the current market rate of the
purchased security rather than its coupon rate. During the term of the
repurchase agreement, a Fund monitors on a daily basis the market value of the
securities subject to the agreement and, if the market value of the securities
falls below the resale amount provided under the repurchase agreement, the
seller under the repurchase agreement is required to provide additional
securities or cash equal to the amount by which the market value of the
securities falls below the resale amount. Because a repurchase agreement permits
a Fund to invest temporarily available cash on a fully-collateralized basis,
repurchase agreements permit the Fund to earn a return on temporarily available
cash while retaining "overnight" flexibility in pursuit of investments of a
longer-term nature. Repurchase agreements may exhibit the characteristics of
loans by the Fund.
The obligation of the seller under the repurchase agreement is not
guaranteed, and there is a risk that the seller may fail to repurchase the
underlying security, whether because of the seller's bankruptcy or otherwise. In
such event, a Fund would attempt to exercise its rights with respect to the
underlying security, including possible sale of the securities. A Fund may incur
various expenses in the connection with the exercise of its rights and may be
subject to various delays and risks of loss, including (a) possible declines in
the value of the underlying securities, (b) possible reduction in levels of
income and (c) lack of access to the securities (if they are held through a
third-party custodian) and possible inability to enforce the Fund's rights. The
Board has established procedures, which are periodically reviewed by the Board,
pursuant to which the Adviser monitors the creditworthiness of the dealers with
which a Fund enters into repurchase agreement transactions.
A Fund may enter into repurchase agreements pertaining to U.S.
Government securities with member banks of the Federal Reserve System or
"primary dealers" (as designated by the Federal Reserve Bank of New York) in
such securities. There is no percentage restriction on the Fund's ability to
enter into repurchase agreements. Currently, each Fund intends to enter into
repurchase agreements only with its custodian and such primary dealers.
A Fund may enter into buy/sell back transactions, which are similar
to repurchase agreements. In this type of transaction, the Fund enters a trade
to buy securities at one price and simultaneously enters a trade to sell the
same securities at another price on a specified date. Similar to a repurchase
agreement, the repurchase price is higher than the sale price and reflects
current interest rates. Unlike a repurchase agreement, however, the buy/sell
back transaction, though done simultaneously, is two separate legal agreements.
A buy/sell back transaction also differs from a repurchase agreement in that the
seller is not required to provide margin payments if the value of the securities
falls below the repurchase price because the transaction is two separate
transactions. A Fund has the risk of changes in the value of the purchased
security during the term of the buy/sell back agreement although these
agreements typically provide for the repricing of the original transaction at a
new market price if the value of the security changes by a specific amount.
Reverse Repurchase Agreements and Dollar Rolls
Reverse repurchase agreements involve sales by Taxable Multi-Sector
Income Shares of portfolio assets concurrently with an agreement by the Fund to
repurchase the same assets at a later date at a fixed price. During the reverse
repurchase agreement period, the Fund continues to receive principal and
interest payments on these securities. Generally, the effect of such a
transaction is that the Fund can recover all or most of the cash invested in the
portfolio securities involved during the term of the reverse repurchase
agreement, while it will be able to keep the interest income associated with
those portfolio securities. Such transactions are advantageous only if the
interest cost to the Fund of the reverse repurchase transaction is less than the
cost of otherwise obtaining the cash.
Reverse repurchase agreements are considered to be a loan to the
Fund by the counterparty, collateralized by the assets subject to repurchase
because the incidents of ownership are retained by the Fund. By entering into
reverse repurchase agreements, the Fund obtains additional cash to invest on
other securities. The Fund may use reverse repurchase agreements for borrowing
purposes if it believes that the cost of this form of borrowing will be lower
than the cost of bank borrowing. Reverse repurchase agreements create leverage
and are speculative transactions because they allow the Fund to achieve a return
on a larger capital base relative to its NAV. The use of leverage creates the
opportunity for increased income for a Fund's shareholders when the Fund
achieves a higher rate of return on the investment of the reverse repurchase
agreement proceeds than it pays in interest on the reverse repurchase
transactions. However, there is the risk that returns could be reduced if the
rates of interest on the investment proceeds do not exceed the interest paid by
the Fund on the reverse repurchase transactions.
Dollar rolls involve sales by Taxable Multi-Sector Income Shares of
securities for delivery in the current month and the Fund's simultaneously
contracting to repurchase substantially similar (same type and coupon)
securities on a specified future date. During the roll period, the Fund forgoes
principal and interest paid on the securities. The Fund is compensated by the
difference between the current sales 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. Similar to reverse repurchase
agreements, dollar rolls create leverage because the Fund uses the sale proceeds
during the roll period to make investments in other fixed-income securities.
Reverse repurchase agreements and dollar rolls involve the risk that
the market value of the securities the Fund is obligated to repurchase under the
agreement may decline below the repurchase price. In the event the buyer of
securities under a reverse repurchase agreement or dollar roll files for
bankruptcy or becomes insolvent, the Fund's use of the proceeds of the agreement
may be restricted pending a determination by the other party, or its trustee or
receiver, whether to enforce the Fund's obligation to repurchase the securities.
Rights and Warrants
Taxable Multi-Sector Income Shares and Tax-Aware Real Return Income
Shares may invest in rights or warrants which entitle the holder to buy equity
securities at a specific price for a specific period of time, but will do so
only if the equity securities themselves are deemed appropriate by the Adviser
for inclusion in the Funds' portfolio. Rights and warrants may be considered
more speculative than certain other types of investments in that they do not
entitle a holder to dividends or voting rights with respect to the securities
which may be purchased nor do they represent any rights in the assets of the
issuing company. Also, the value of a right or warrant does not necessarily
change with the value of the underlying securities and a right or warrant ceases
to have value if it is not exercised prior to the expiration date.
Securities Ratings
The ratings of fixed-income securities by Moody's, S&P, and Fitch,
Dominion Bond Rating Service Ltd. and A.M. Best Company are a generally accepted
barometer of credit risk. They are, however, subject to certain limitations from
an investor's standpoint. The rating of an issuer is heavily weighted by past
developments and does not necessarily reflect probable future conditions. There
is frequently a lag between the time a rating is assigned and the time it is
updated. In addition, there may be varying degrees of difference in credit risk
of securities within each rating category.
Securities rated Baa, BBB+, BBB, or BBB- by S&P or Baa1, Baa2 or
Baa3 by Moody's are considered by Moody's to have speculative characteristics.
Sustained periods of deteriorating economic conditions or rising interest rates
are more likely to lead to a weakening in the issuer's capacity to pay interest
and repay principal than in the case of higher-rated securities.
Non-rated securities will also be considered for investment by a
Fund when the Adviser believes that the financial condition of the issuers of
such securities, or the protection afforded by the terms of the securities
themselves, limits the risk to the Fund to a degree comparable to that of rated
securities which are consistent with the Fund's objectives and policies.
The Adviser generally uses ratings issued by S&P, Moody's, Fitch and
Dominion Bond Rating Service Ltd. Some securities are rated by more than one of
these ratings agencies, and the ratings assigned to the security by the rating
agencies may differ. In such an event and for purposes of determining compliance
with restrictions on investments for a Fund, if a security is rated by two or
more rating agencies, the Adviser will deem the security to be rated at the
highest rating. For example, if a security is rated by Moody's and S&P only,
with Moody's rating the security as Ba and S&P as BBB, the Adviser will deem the
security to be rated as the equivalent of BBB (i.e., Baa by Moody's and BBB by
S&P). Or, if a security is rated by Moody's, S&P and Fitch, with Moody's rating
the security as Ba, S&P as BBB and Fitch as BB, the Adviser will deem the
security to be rated as the equivalent of BBB (i.e., Ba1 by Moody's, BBB by S&P
and BBB by Fitch).
The Adviser will try to reduce the risk inherent in a Fund's
investment approach through credit analysis, diversification and attention to
current developments and trends in interest rates and economic conditions.
However, there can be no assurance that losses will not occur. In considering
investments for Funds that invest in high-yielding securities, the Adviser will
attempt to identify those fixed-income securities whose financial condition is
adequate to meet future obligations, has improved, or is expected to improve in
the future. The Adviser's analysis focuses on relative values based on such
factors as interest or dividend coverage, asset coverage, earnings prospects,
and the experience and managerial strength of the issuer.
In the event that the credit rating of a security held by Corporate
Income Shares and Taxable Multi-Sector Income Shares or is downgraded, the
credit quality deteriorates after purchase, or the security defaults, the Fund
will not be obligated to dispose of that security and may continue to hold the
security if, in the opinion of the Adviser, such investment is appropriate in
the circumstances.
Unless otherwise indicated, references to securities ratings by one
rating agency in this SAI shall include the equivalent rating by another rating
agency.
Short Sales
A Fund may make short sales of securities or maintain a short
position. A short sale is effected by selling a security that a Fund does not
own, or, if the Fund does own such security, it is not to be delivered upon
consummation of sale. A short sale is against the box to the extent that a Fund
contemporaneously owns or has the right to obtain securities identical to those
sold. A short sale of a security involves the risk that, instead of declining,
the price of the security sold short will rise. If the price of the securities
sold short increases between the time of a short sale and the time a Fund
replaces the borrowed security, the Fund will incur a loss; conversely, if the
price declines, the Fund will realize a gain. The potential for the price of a
fixed-income security sold short to rise is a function of both the remaining
maturity of the obligation, its creditworthiness and its yield. Unlike short
sales of equities or other instruments, the potential for the price of a
fixed-income security to rise may be limited due to the fact that the security
will be no more than par at maturity. However, the short sale of other
instruments or securities generally, including fixed-income securities
convertible into equities or other instruments, a fixed-income security trading
at a deep discount from par or which pays a coupon that is high in relative or
absolute terms, or which is denominated in a currency other than the U.S.
Dollar, involves the possibility of a theoretically unlimited loss since there
is a theoretically unlimited potential for the market price of the security sold
short to increase.
Standby Commitment Agreements
A Fund may, from time to time, enter into standby commitment
agreements. Such agreements commit the Fund, for a stated period of time, to
purchase a stated amount of a security that may be issued and sold to the Fund
at the option of the issuer. The price and coupon of the security are fixed at
the time of the commitment. At the time of entering into the agreement the Fund
is paid a commitment fee, regardless of whether or not the security ultimately
is issued, which is typically approximately 0.5% of the aggregate purchase price
of the security which the Fund has committed to purchase. The fee is payable
whether or not the security is ultimately issued. A Fund will enter into such
agreements only for the purpose of investing in the security underlying the
commitment at a yield and price which are considered advantageous to the Fund
and which are unavailable on a firm commitment basis.
There can be no assurance that the securities subject to a standby
commitment will be issued and the value of the security, if issued, on the
delivery date may be more or less than its purchase price. Since the issuance of
the security underlying the commitment is at the option of the issuer, the Fund
will bear the risk of capital loss in the event the value of the security
declines and may not benefit from an appreciation in the value of the security
during the commitment period if the issuer decides not to issue and sell the
security to the Fund.
The purchase of a security subject to a standby commitment agreement
and the related commitment fee will be recorded on the date on which the
security can reasonably be expected to be issued and the value of the security
will thereafter be reflected in the calculation of a Fund's NAV. The cost basis
of the security will be adjusted by the amount of the commitment fee. In the
event the security is not issued, the commitment fee will be recorded as income
on the expiration date of the standby commitment.
Structured Products
A Fund may invest in structured products. Structured products,
including indexed or structured securities, combine the elements of futures
contracts or options with those of debt, preferred equity or a depositary
instrument. Generally, the principal amount, amount payable upon maturity or
redemption, or interest rate of a structured product is tied (either positively
or negatively) to prices, changes in prices, or differences between prices, of
underlying assets, such as securities, currencies, intangibles, goods, articles
or commodities or by reference to an unrelated benchmark related to an objective
index, economic factor or other measure, such as interest rates, currency
exchange rates, commodity indices, and securities indices. The interest rate or
(unlike most fixed income securities) the principal amount payable at maturity
of a structured product may be increased or decreased depending on changes in
the value of the underlying asset or benchmark.
Structured products may take a variety of forms. Most commonly, they
are in the form of 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, but may also be issued as
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.
Investing in structured products may be more efficient and/or less
expensive for a Fund than investing in the underlying assets or benchmarks and
the related derivative. These investments can be used as a means of pursuing a
variety of investment goals, including currency hedging, duration management and
increased total return. In addition, structured products may be a tax-advantaged
investment in that they generate income that may be distributed to shareholders
as income rather than short-term capital gains that may otherwise result from a
derivatives transaction.
Structured products, however, have more risk than traditional types
of debt or other securities. These products may not bear interest or pay
dividends. The value of a structured products or its interest rate may be a
multiple of a benchmark and, as a result, may be leveraged and move (up or down)
more steeply and rapidly than the benchmark. Under certain conditions, the
redemption value of a structured product could be zero. Structured products are
potentially more volatile and carry greater market risks than traditional debt
instruments. The prices of the structured instrument and the benchmark or
underlying asset may not move in the same direction or at the same time.
Structured products may be less liquid and more difficult to price than less
complex securities or instruments or more traditional debt securities. The risk
of these investments can be substantial with the possibility that the entire
principal amount is at risk. The purchase of structured products also exposes a
Fund to the credit risk of the issuer of the structured product.
-Structured Notes and Indexed Securities: The Fund may invest in a
particular type of structured instrument sometimes referred to as a "structured
note". The terms of these notes may be structured by the issuer and the
purchaser of the note. Structured notes are derivative debt instruments, the
interest rate or principal of which is determined by an unrelated indicator (for
example, a currency, security, commodity or index thereof). Indexed securities
may include structured notes as well as securities other than debt securities,
the interest rate or principal of which is determined by an unrelated indicator.
The terms of structured notes and indexed securities may provide that in certain
circumstances no principal is due at maturity, which may result in a total loss
of invested capital. Structured notes and indexed securities may be positively
or negatively indexed, so that appreciation of the unrelated indicator may
produce an increase or a decrease in the interest rate or the value of the
structured note or indexed security at maturity may be calculated as a specified
multiple of the change in the value of the unrelated indicator. Therefore, the
value of such notes and securities may be very volatile. Structured notes and
indexed securities may entail a greater degree of market risk than other types
of debt securities because the investor bears the risk of the unrelated
indicator. Structured notes or indexed securities also may be more volatile,
less liquid, and more difficult to accurately price than less complex securities
and instruments or more traditional debt securities.
-Commodity Index-Linked Notes and Commodity-Linked Notes: Structured
products may provide exposure to the commodities markets. These structured notes
may include leveraged or unleveraged commodity index-linked notes, which are
derivative debt instruments with principal and/or coupon payments linked to the
performance of commodity indices. They also include commodity-linked notes with
principal and/or coupon payments linked to the value of particular commodities
or commodities futures contracts, or a subset of commodities and commodities
future contracts. The value of these notes will rise or fall in response to
changes in the underlying commodity, commodity futures contract, subset of
commodities or commodities futures contracts or commodity index. These notes
expose the Fund economically to movements in commodity prices. These notes also
are subject to risks, such as credit, market and interest rate risks, that in
general affect the values of debt securities. In addition, these notes are often
leveraged, increasing the volatility of each note's market value relative to
changes in the underlying commodity, commodity futures contract or commodity
index. Therefore, the Fund might receive interest or principal payments on the
note that are determined based on a specified multiple of the change in value of
the underlying commodity futures contract or index.
-Credit-Linked Securities: Credit-linked securities are issued by a
limited purpose trust or other vehicle that, in turn, invests in a basket of
derivative instruments, such as credit default swaps, interest rate swaps and
other securities, in order to provide exposure to certain high yield or other
fixed income markets. For example, a Fund may invest in credit-linked securities
as a cash management tool in order to gain exposure to certain high yield
markets and/or to remain fully invested when more traditional income producing
securities are not available. Like an investment in a bond, investments in
credit-linked securities represent the right to receive periodic income payments
(in the form of distributions) and payment of principal at the end of the term
of the security. However, these payments are conditioned on the trust's receipt
of payments from, and the trust's potential obligations to, the counterparties
to the derivative instruments and other securities in which the trust invests.
For instance, the trust may sell one or more credit default swaps, under which
the trust would receive a stream of payments over the term of the swap
agreements provided that no event of default has occurred with respect to the
referenced debt obligation upon which the swap is based. If a default occurs,
the stream of payments may stop and the trust would be obligated to pay the
counterparty the par value (or other agreed upon value) of the referenced debt
obligation. This, in turn, would reduce the amount of income and principal that
a Fund would receive as an investor in the trust. A Fund' investments in these
instruments are indirectly subject to the risks associated with derivative
instruments, including, among others, credit risk, default or similar event
risk, counterparty risk, interest rate risk, and leverage risk and management
risk. These securities are generally structured as Rule 144A securities so that
they may be freely traded among institutional buyers. However, changes in the
market for credit-linked securities or the availability of willing buyers may
result in the securities becoming illiquid.
Tender Option Bond Transactions
Municipal Income Shares and Tax-Aware Real Return Income Shares may
enter into tender option bond transactions ("TOBs") in which the Funds may sell
a highly rated municipal security to a broker, which, in turn deposits the bond
into a special purpose vehicle (which is generally organized as a trust),
sponsored by the broker (the "Trust"). The Funds receive cash and a residual
interest security (sometimes referred to as "inverse floaters") issued by the
Trust in return. The Trust simultaneously issues securities, which pay an
interest rate that is reset each week based on an index of high-grade short-term
demand notes. These securities, (sometimes referred to as "floaters") are bought
by third parties, including tax-exempt money market funds, and can be tendered
by these holders to a liquidity provider at par, unless certain events occur.
Under certain circumstances, the Trust may be terminated or collapsed, either by
the Funds or upon the occurrence of certain events, such as a downgrade in the
credit quality of the underlying bond or in the event holders of the floaters
tender their securities to the liquidity provider. The Funds continue to earn
all the interest from the transferred bond less the amount of interest paid on
the floaters and the expenses of the Trust, which include payments to the
trustee and the liquidity provider and organizational costs. The Funds use the
cash received from the transaction for investment purposes, which involves
leverage risk.
U.S. Government Securities
U.S. Government securities may be backed by the full faith and
credit of the U.S., supported only by the right of the issuer to borrow from the
U.S. Treasury or backed only by the credit of the issuing agency itself. These
securities include: (i) the following U.S. Treasury securities, which are backed
by the full faith and credit of the U.S. and differ only in their interest
rates, maturities and times of issuance: U.S. Treasury bills (maturities of one
year or less with no interest paid and hence issued at a discount and repaid at
full face value upon maturity), U.S. Treasury notes (maturities of one to ten
years with interest payable every six months) and U.S. Treasury bonds (generally
maturities of greater than ten years with interest payable every six months);
(ii) obligations issued or guaranteed by U.S. Government agencies and
instrumentalities that are supported by the full faith and credit of the U.S.
Government, such as securities issued by GNMA, the Farmers Home Administration,
the Department of Housing and Urban Development, the Export-Import Bank, the
General Services Administration, the Small Business Administration, the FNMA and
FHLMC, including obligations that are issued by private issuers that are
guaranteed as to principal or interest by the U.S. Government, its agencies or
institutions; and (iii) obligations issued or guaranteed by U.S. Government
agencies and instrumentalities that may not be supported by the full faith and
credit of the U.S. Government or a right to borrow from the U.S. Treasury, such
as governmental CMOs. The maturities of the U.S. Government securities listed in
paragraphs (i) and (ii) above usually range from three months to 30 years. Such
securities, except GNMA certificates, normally provide for periodic payments of
interest in fixed amount with principal payments at maturity or specified call
dates.
U.S. Government securities also include zero-coupon securities and
principal-only securities and certain stripped mortgage-related securities.
Zero-coupon securities are described in more detail in "Zero-Coupon Securities"
below, and stripped mortgage-related securities and principal-only securities
are described in more detail in "Mortgage-Related Securities and Other
Asset-Backed Securities -Stripped Mortgage-Related Securities" above. In
addition, other U.S. Government agencies and instrumentalities have issued
stripped securities that are similar to SMRS.
Inflation-protected securities, or IPS, such as Treasury
Inflation-Protected Securities, or TIPS, are fixed-income securities whose
principal value is periodically adjusted according to the rate of inflation. If
the index measuring inflation falls, the principal value of these securities
will be adjusted downward, and consequently the interest payable on these
securities (calculated with respect to a smaller principal amount) will be
reduced. Repayment of the original bond principal upon maturity (as adjusted for
inflation) is guaranteed in the case of U.S. Treasury inflation-protected
securities. For bonds that do not provide a similar guarantee, the adjusted
principal value of the bond repaid at maturity may be less than the original
principal.
Inflation-protected securities tend to react to changes in real
interest rates. In general, the price of an inflation-protected debt security
can fall when real interest rates rise, and can rise when real interest rates
fall. In addition, the value of inflation-protected securities may be vulnerable
to changes in expectations of inflation. Interest payments on
inflation-protected debt securities can be unpredictable and will vary as the
principal and/or interest is adjusted for inflation.
TIPS, which are issued by the U.S Treasury, use the Consumer Price
Index for Urban Consumers, or the CPI, as the inflation measure. The principal
of a TIPS increases with inflation and decreases with deflation, as measured by
the CPI. When a TIPS matures, the holder is paid the adjusted principal or
original principal, whichever is greater. TIPS pay interest twice a year, at a
fixed rate, which is determined by auction at the time the TIPS are issued. The
rate is applied to the adjusted principal; so, like the principal, interest
payments rise with inflation and fall with deflation. TIPS are issued in terms
of 5, 10, and 20 years.
Guarantees of securities by the U.S. Government or its agencies or
instrumentalities guarantee only the payment of principal and interest on the
securities, and do not guarantee the securities' yield or value or the yield or
value of the shares of the Fund that holds the securities.
U.S. Government securities are considered among the safest of
fixed-income investments. As a result, however, their yields are generally lower
than the yields available from other fixed-income securities.
Variable, Floating and Inverse Floating Rate Securities
These securities have interest rates that are reset at periodic
intervals, usually by reference to some interest rate index or market interest
rate. Some of these securities are backed by pools of mortgage loans. Although
the rate adjustment feature may act as a buffer to reduce sharp changes in the
value of these securities, they are still subject to changes in value based on
changes in market interest rates or changes in the issuer's creditworthiness.
Because the interest rate is reset only periodically, changes in the interest
rate on these securities may lag behind changes in prevailing market interest
rates. Also, some of these securities (or the underlying mortgages) are subject
to caps or floors that limit the maximum change in the interest rate during a
specified period or over the life of the security.
Zero-Coupon Securities
A zero-coupon security pays no interest to its holder during its
life. An investor acquires a zero-coupon security at a discounted price from the
face value of the security, which is generally based upon its present value, and
which, depending upon the time remaining until maturity, may be significantly
less than its face value (sometimes referred to as a "deep discount" price).
Upon maturity of the zero-coupon security, the investor receives the face value
of the security.
A Fund may invest in zero-coupon Treasury securities, which consist
of Treasury bills or the principal components of U.S. Treasury bonds or notes. A
Fund may also invest in zero-coupon securities issued by U.S. Government
agencies or instrumentalities that are supported by the full faith and credit of
the U.S., which consist of the principal components of securities of U.S.
Government agencies or instrumentalities.
Currently, the only U.S. Treasury security issued without coupons is
the Treasury bill. The zero-coupon securities purchased by a Fund may consist of
principal components held in STRIPS form issued through the U.S. Treasury's
STRIPS program, which permits the beneficial ownership of the component to be
recorded directly in the Treasury book-entry system. In addition, in the last
few years a number of banks and brokerage firms have separated ("stripped") the
principal portions ("corpus") from the coupon portions of the U.S. Treasury
bonds and notes and sold them separately in the form of receipts or certificates
representing undivided interests in these instruments (which instruments are
generally held by a bank in a custodial or trust account).
Because zero-coupon securities trade at a discount from their face
or par value but pay no periodic interest, they are subject to greater
fluctuations of market value in response to changing interest rates than debt
obligations of comparable maturities which make periodic distributions of
interest.
Current federal tax law requires that a holder (such as the Funds)
of a zero-coupon security accrue a portion of the discount at which the security
was purchased as income each year even though the holder receives no interest
payment in cash on the security during the year (generally referred to as
"original issue discount" or "OID"). As a result, in order to make the
distributions necessary for a Fund not to be subject to federal income or excise
taxes, the Fund may be required to pay out as an income distribution each year
an amount, obtained by liquidation of portfolio securities or borrowings if
necessary, greater than the total amount of cash that the Fund has actually
received as interest during the year. A Fund believes, however, that it is
highly unlikely that it would be necessary to liquidate portfolio securities or
borrow money in order to make such required distributions or to meet its
investment objective.
Certain Risk and Other Considerations
Borrowing and Use of Leverage. A Fund may use borrowings for
investment purposes subject to the restrictions of the 1940 Act. Borrowings by a
Fund result in leveraging of the Fund's shares of common stock. The proceeds of
such borrowings will be invested in accordance with the Fund's investment
objective and policies. A Fund may also use leverage for investment purposes by
entering into transactions such as reverse repurchase agreements, forward
contracts, dollar rolls and TOBs. This means that the Funds use the cash
proceeds made available during the term of these transactions to make
investments in other fixed-income securities.
Utilization of leverage, which is usually considered speculative,
however, involves certain risks to the Fund's shareholders. These include a
higher volatility of the NAV of the Fund's shares of common stock and the
relatively greater effect on the NAV of the shares caused by favorable or
adverse changes in market conditions or interest rates. So long as the Fund is
able to realize a net return on the leveraged portion of its investment
portfolio that is higher than the interest expense paid on borrowings or the
carrying costs of leveraged transactions, the effect of leverage will be to
cause the Fund's shareholders to realize higher current net investment income
than if the Fund were not leveraged. However, to the extent that the interest
expense on borrowings or the carrying costs of leveraged transactions approaches
the net return on the leveraged portion of the Fund's investment portfolio, the
benefit of leverage to the Fund's shareholders will be reduced, and if the
interest expense on borrowings or the carrying costs of leveraged transactions
were to exceed the net return to shareholders, the Fund's use of leverage would
result in a lower rate of return than if the Fund were not leveraged. Similarly,
the effect of leverage in a declining market would normally be a greater
decrease in NAV per share than if the Fund were not leveraged. In an extreme
case, if the Fund's current investment income were not sufficient to meet the
interest expense on borrowings or the carrying costs of leveraged transactions,
it could be necessary for the Fund to liquidate certain of its investments in
adverse circumstances, potentially significantly reducing its NAV.
During periods of rising short-term interest rates, the interest
paid on floaters in TOBs would increase, which may adversely affect a Fund's net
returns. If rising interest rates coincide with a period of rising long-term
rates, the value of long-term municipal bonds purchased with the proceeds of
leverage would decline, adversely affecting a Fund's NAV. In certain
circumstances, adverse changes in interest rates or other events could cause a
TOB Trust to terminate or collapse, potentially requiring a fund to liquidate
longer-term municipal securities at unfavorable prices to meet the Trust's
outstanding obligations.
Certain transactions, such as derivatives transactions, forward
commitments, reverse repurchase agreements and short sales, involve leverage and
may expose a Fund to potential losses that, in some cases, may exceed the amount
originally invested by the Fund. When a Fund engages in such transactions, it
will, in accordance with guidance provided by the SEC or its staff in, among
other things, regulations, interpretative releases and no-action letters,
deposit in a segregated account certain liquid assets with a value at least
equal to the Fund's exposure, on a marked-to-market or other relevant basis, to
the transaction. Transactions for which assets have been segregated will not be
considered "senior securities" for purposes of the Fund's investment restriction
concerning senior securities. The segregation of assets is intended to enable
the Fund to have assets available to satisfy its obligations with respect to
these transactions, but will not limit the Fund's exposure to loss.
Investments in Lower-Rated and Unrated Instruments. Municipal Income
Shares, Taxable Multi-Sector Income Shares and Tax-Aware Real Return Income
Shares may invest in lower-rated securities (commonly referred to as "junk
bonds"), which may include securities having the lowest rating for
non-subordinated debt securities (i.e., rated C by Moody's or CCC or lower by
S&P & Fitch) and unrated securities of equivalent investment quality. Debt
securities with such a rating are considered by the rating organizations to be
subject to greater risk of loss of principal and interest than higher-rated
securities and are considered to be predominantly speculative with respect to
the issuer's capacity to pay interest and repay principal, which may in any case
decline during sustained periods of deteriorating economic conditions or rising
interest rates. These securities are considered to have extremely poor prospects
of ever attaining any real investment standing, to have a current identifiable
vulnerability to default, to be unlikely to have the capacity to pay interest
and repay principal when due in the event of adverse business, financial or
economic conditions, and/or to be in default or not current in the payment of
interest or principal.
Lower-rated securities generally are considered to be subject to
greater market risk than higher-rated securities in times of deteriorating
economic conditions. In addition, lower-rated securities may be more susceptible
to real or perceived adverse economic and competitive industry conditions than
investment grade securities, although 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 for lower-rated securities may be thinner and less active than that
for higher-quality securities, which can adversely affect the prices at which
these securities can be sold. To the extent that there is no established
secondary market for lower-rated securities, the Adviser may experience
difficulty in valuing such securities and, in turn, the Funds' assets. In
addition, adverse publicity and investor perceptions about lower-rated
securities, whether or not based on fundamental analysis, may tend to decrease
the market value and liquidity of such lower-rated securities. Transaction costs
with respect to lower-rated securities may be higher, and in some cases
information may be less available, than is the case with investment grade
securities.
Many fixed-income securities, including certain U.S. corporate
fixed-income securities in which the Funds may invest, contain call or buy-back
features that permit the issuer of the security to call or repurchase it. Such
securities may present risks based on payment expectations. If an issuer
exercises such a "call option" and redeems the security, the Funds may have to
replace the called security with a lower yielding security, resulting in a
decreased rate of return for the Fund.
Non-rated municipal securities will also be considered for
investment by Municipal Income Shares and Tax-Aware Real Return Income Shares
when the Adviser believes that the financial condition of the issuers of such
obligations and the protection afforded by the terms of the obligations
themselves limit the risk to a Fund to a degree comparable to that of rated
securities which are consistent with the Fund's objective and policies.
In seeking to achieve a Fund's investment objectives, there will be
times, such as during periods of rising interest rates, when depreciation and
realization of capital losses on securities in the Fund's portfolio will be
unavoidable. Moreover, medium- and lower- rated securities and non-rated
securities of comparable quality may be subject to wider fluctuations in yield
and market values than higher-rated securities under certain market conditions.
Such fluctuations after a security is acquired do not affect the cash income
received from that security but are reflected in the NAV of the Fund.
U.S. Corporate Fixed-Income Securities. A Fund may invest in U.S.
corporate fixed-income securities that may include securities issued in
connection with corporate restructurings such as takeovers or leveraged buyouts,
which may pose particular risks. Securities issued to finance corporate
restructurings may have special credit risks due to the highly leveraged
conditions of the issuer. In addition, such issuers may lose experienced
management as a result of the restructuring. Finally, the market price of such
securities may be more volatile to the extent that expected benefits from the
restructuring do not materialize. A Fund may also invest in U.S. corporate
fixed-income securities that are not current in the payment of interest or
principal or are in default, so long as the Adviser believes such investment is
consistent with the Fund's investment objectives. A Fund's rights with respect
to defaults on such securities will be subject to applicable U.S. bankruptcy,
moratorium and other similar laws.
Risks of Investments in Foreign Securities. Investors should
understand and consider carefully the substantial risks involved in securities
of foreign companies and governments of foreign nations, some of which are
referred to below, and which are in addition to the usual risks inherent in
domestic investments. Investing in securities of non-U.S. companies which are
generally denominated in foreign currencies, and utilization of derivative
investment products denominated in, or the value of which is dependent upon
movements in the relative value of, a foreign currency, involve certain
considerations comprising both risk and opportunity not typically associated
with investing in U.S. companies. These considerations include changes in
exchange rates and exchange control regulations, political and social
instability, expropriation, imposition of foreign taxes, less liquid markets and
less available information than are generally the case in the U.S., higher
transaction costs, less government supervision of exchanges, brokers and
issuers, difficulty in enforcing contractual obligations, lack of uniform
accounting and auditing standards and greater price volatility.
There is generally less publicly available information about foreign
companies comparable to reports and ratings that are published about companies
in the U.S. Foreign issuers are subject to accounting and financial standards
and requirements that differ, in some cases significantly, from those applicable
to U.S. issuers. In particular, the assets and profits appearing on the
financial statements of a foreign issuer may not reflect its financial position
or results of operations in the way they would be reflected had the financial
statement been prepared in accordance with U.S. generally accepted accounting
principles. In addition, for an issuer that keeps accounting records in local
currency, inflation accounting rules in some of the countries in which a Fund
will invest require, for both tax and accounting purposes, that certain assets
and liabilities be restated on the issuer's balance sheet in order to express
items in terms of currency of constant purchasing power. Inflation accounting
may indirectly generate losses or profits. Consequently, financial data may be
materially affected by restatements for inflation and may not accurately reflect
the real condition of those issuers and securities markets. Substantially less
information is publicly available about certain non-U.S. issuers than is
available about U.S. issuers.
It is contemplated that foreign securities will be purchased in
over-the-counter markets or on stock exchanges located in the countries in which
the respective principal offices of the issuers of the various securities are
located, if that is the best available market. Foreign securities markets are
generally not as developed or efficient as those in the U.S. While growing in
volume, they usually have substantially less volume than the New York Stock
Exchange ("Exchange"), and securities of some foreign companies are less liquid
and more volatile than securities of comparable U.S. companies. Similarly,
volume and liquidity in most foreign bond markets is less than in the U.S. and,
at times, volatility of price can be greater than in the U.S. Fixed commissions
on foreign stock exchanges are generally higher than negotiated commissions on
U.S. exchanges, although a Fund will endeavor to achieve the most favorable net
results on its portfolio transactions. There is generally less government
supervision and regulation of stock exchanges, brokers and listed companies than
in the U.S.
Expropriation, confiscatory taxation, nationalization, political,
economic or social instability or other similar developments, such as military
coups, have occurred in the past in countries in which a Fund may invest and
could adversely affect the Funds' assets should these conditions or events
recur.
Foreign investment in the securities of companies in certain
countries is restricted or controlled to varying degrees. These restrictions or
controls may at times limit or preclude Fund investment in certain foreign
securities and increase the costs and expenses of a Fund. Certain countries in
which the Fund may invest require governmental approval prior to investments by
foreign persons, limit the amount of investment by foreign persons in a
particular issuer, limit the investment by foreign persons only to a specific
class of securities of an issuer that may have less advantageous rights than the
classes available for purchase by domiciliaries of the countries and/or impose
additional taxes on foreign investors.
Certain countries may require governmental approval for the
repatriation of investment income, capital or the proceeds of sales of
securities by foreign investors. In addition, if a deterioration occurs in a
country's balance of payments, the country could impose temporary restrictions
on foreign capital remittances.
Income from certain investments held by Taxable Multi-Sector Income
Shares could be reduced by foreign income taxes, including withholding taxes. It
is impossible to determine the effective rate of foreign tax in advance. The
Fund's NAV may also be affected by changes in the rates or methods of taxation
applicable to the Fund or to entities in which the Fund has invested. The
Adviser generally will consider the cost of any taxes in determining whether to
acquire any particular investments, but can provide no assurance that the tax
treatment of investments held by the Fund will not be subject to change. A
shareholder otherwise subject to U.S. federal income taxes may, subject to
certain limitations, be entitled to claim a credit or deduction for U.S. federal
income tax purposes for his or her proportionate share of such foreign taxes
paid by the Fund. See "U.S. Federal Income Taxation of the Fund".
Investors should understand that the expense ratio of a fund
investing in foreign securities may be higher than investment companies
investing only in domestic securities since, among other things, the cost of
maintaining the custody of foreign securities is higher and the purchase and
sale of portfolio securities may be subject to higher transaction charges, such
as stamp duties and turnover taxes.
For many securities of foreign issuers, there are U.S.
Dollar-denominated American Depositary Receipts ("ADRs") which are traded in the
U.S. on exchanges or over-the-counter and for which market quotations are
readily available. ADRs do not lessen the foreign exchange risk inherent in
investing in the securities of foreign issuers. However, by investing in ADRs
rather than directly in stock of foreign issuers, a Fund can avoid currency
risks which might occur during the settlement period for either purchases or
sales. Taxable Multi-Sector Income Shares may purchase foreign securities
directly, as well as through ADRs.
Additional Risks of Futures Contracts, Options on Futures Contracts,
Swaps, Forward Currency Exchange Contracts and Options on Foreign Currencies.
Unlike transactions entered into by Taxable Multi-Sector Income Shares in
futures contracts, swaps, options on foreign currencies and forward currency
exchange contracts may not be traded on contract markets regulated by the CFTC
or (with the exception of certain foreign currency options) by the SEC. Such
instruments may be traded through financial institutions acting as
market-makers, although foreign currency options are also traded on certain
national securities exchanges, such as the Philadelphia Stock Exchange and the
Chicago Board Options Exchange, subject to SEC regulation. Similarly, options on
currencies may be traded over-the-counter. In an over-the-counter trading
environment, many of the protections afforded to exchange participants will not
be available. For example, there are no daily price fluctuation limits, and
adverse market movements could therefore continue to an unlimited extent over a
period of time. Although the purchaser of an option cannot lose more than the
amount of the premium plus related transaction costs, this entire amount could
be lost. Moreover, the option writer and a trader of forward currency exchange
contracts could lose amounts substantially in excess of their initial
investments, due to the margin and collateral requirements associated with such
positions.
Options on foreign currencies traded on national securities
exchanges are within the jurisdiction of the SEC, as are other securities
traded on such exchanges. As a result, many of the protections provided to
traders on organized exchanges will be available with respect to such
transactions. In particular, all foreign currency option positions entered into
on a national securities exchange are cleared and guaranteed by the Options
Clearing Corporation ("OCC"), thereby reducing the risk of counterparty default.
Further, a liquid secondary market in options traded on a national securities
exchange may be more readily available than in the over-the-counter market,
potentially permitting Taxable Multi-Sector Income Shares to liquidate open
positions at a profit prior to exercise or expiration, or to limit losses in the
event of adverse market movements.
The purchase and sale of exchange-traded foreign currency options,
however, is subject to the risks of the availability of a liquid secondary
market described above, as well as the risks regarding adverse market movements,
margining of options written, the nature of the foreign currency market,
possible intervention by governmental authorities and the effects of other
political and economic events. In addition, exchange-traded options on foreign
currencies involve certain risks not presented by the over-the-counter market.
For example, exercise and settlement of such options must be made exclusively
through the OCC, which has established banking relationships in applicable
foreign countries for this purpose. As a result, the OCC may, if it determines
that foreign governmental restrictions or taxes would prevent the orderly
settlement of foreign currency option exercises, or would result in undue
burdens on the OCC or its clearing member, impose special procedures on exercise
and settlement, such as technical changes in the mechanics of delivery of
currency, the fixing of dollar settlement prices or prohibitions, on exercise.
In addition, options on U.S. Government securities, futures contracts, options
on futures contracts, forward currency exchange contracts and options on foreign
currencies may be traded on foreign exchanges. Such transactions are subject to
the risk of governmental actions affecting trading in or the prices of foreign
currencies or securities. The value of such positions also could be adversely
affected by (i) other complex foreign political and economic factors, (ii)
lesser availability than in the United States of data on which to make trading
decisions, (iii) delays in the Fund's ability to act upon economic events
occurring in foreign markets during nonbusiness hours in the United States, (iv)
the imposition of different exercise and settlement terms and procedures and
margin requirements than in the United States, and (v) lesser trading volume
period.
Foreign Currency Transactions. Taxable Multi-Sector Income Shares
may invest, sometimes substantially, in securities denominated in foreign
currencies and a corresponding portion of the Fund's revenues will be received
in such currencies. In addition, the Fund may conduct foreign currency
transactions for hedging and non-hedging purposes on a spot (i.e., cash) basis
or through the use of derivatives transactions, such as forward currency
exchange contracts, currency futures and options thereon, and options on
currencies as described above. The dollar equivalent of the Fund's net assets
and distributions will be adversely affected by reductions in the value of
certain foreign currencies relative to the U.S. Dollar. Such changes will also
affect the Fund's income. The Fund will, however, have the ability to attempt to
protect itself against adverse changes in the values of foreign currencies by
engaging in certain of the investment practices listed above. While the Fund has
this ability, there is no certainty as to whether, and to what extent, the Fund
will engage in these practices.
Currency exchange rates may fluctuate significantly over short
periods of time causing, along with other factors, the Fund's NAV to fluctuate.
Currency exchange rates generally are determined by the forces of supply and
demand in the foreign exchange markets and the relative merits of investments in
different countries, actual or anticipated changes in interest rates and other
complex factors, as seen from an international perspective. Currency exchange
rates also can be affected unpredictably by the intervention of U.S. or foreign
governments or central banks, or the failure to intervene, or by currency
controls or political developments in the United States or abroad. To the extent
the Funds' total assets adjusted to reflect the Funds' net position after giving
effect to currency transactions is denominated or quoted in the currencies of
foreign countries, the Funds will be more susceptible to the risk of adverse
economic and political developments within those countries.
Taxable Multi-Sector Income Shares will incur costs in connection
with conversions between various currencies. The Fund may hold foreign currency
received in connection with investments when, in the judgment of the Adviser, it
would be beneficial to convert such currency into U.S. Dollars at a later date,
based on anticipated changes in the relevant exchange rate. If the value of the
foreign currencies in which the Fund receives its income falls relative to the
U.S. Dollar between receipt of the income and the making of Fund distributions,
the Fund may be required to liquidate securities in order to make distributions
if the Fund has insufficient cash in U.S. Dollars to meet distribution
requirements.
If the value of the foreign currencies in which Taxable Multi-Sector
Income Shares receive income falls relative to the U.S. Dollar between receipt
of the income and the making of Fund distributions, the Fund may be required to
liquidate securities in order to make distributions if the Fund has insufficient
cash in U.S. Dollars to meet the distribution requirements that the Fund must
satisfy to qualify as a regulated investment company for federal income tax
purposes. Similarly, if the value of a particular foreign currency declines
between the time the Fund incurs expenses in U.S. Dollars and the time cash
expenses are paid, the amount of the currency required to be converted into U.S.
Dollars in order to pay expenses in U.S. Dollars could be greater than the
equivalent amount of such expenses in the currency at the time they were
incurred. In light of these risks, the Fund may engage in certain currency
hedging transactions, which themselves, involve certain special risks.
Sovereign Debt Obligations. No established secondary markets may
exist for many of the Sovereign Debt Obligations in which Taxable Multi-Sector
Income Shares will invest. Reduced secondary market liquidity may have an
adverse effect on the market price and the Fund's ability to dispose of
particular instruments when necessary to meet its liquidity requirements or in
response to specific economic events such as a deterioration in the
creditworthiness of the issuer. Reduced secondary market liquidity for certain
Sovereign Debt Obligations may also make it more difficult for the Fund to
obtain accurate market quotations for the purpose of valuing its portfolio.
Market quotations are generally available on many Sovereign Debt Obligations
only from a limited number of dealers and may not necessarily represent firm
bids of those dealers or prices for actual sales.
By investing in Sovereign Debt Obligations, the Fund will be exposed
to the direct or indirect consequences of political, social and economic changes
in various countries. Political changes in a country may affect the willingness
of a foreign government to make or provide for timely payments of its
obligations. The country's economic status, as reflected, among other things, in
its inflation rate, the amount of its external debt and its gross domestic
product, will also affect the government's ability to honor its obligations.
Many countries providing investment opportunities for the Fund have
experienced substantial, and in some periods extremely high, rates of inflation
for many years. Inflation and rapid fluctuations in inflation rates have had and
may continue to have adverse effects on the economies and securities markets of
certain of these countries. In an attempt to control inflation, wage and price
controls have been imposed in certain countries.
Investing in Sovereign Debt Obligations involves economic and
political risks. The Sovereign Debt Obligations in which the Fund will invest in
most cases pertain to countries that are among the world's largest debtors to
commercial banks, foreign governments, international financial organizations and
other financial institutions. In recent years, the governments of some of these
countries have encountered difficulties in servicing their external debt
obligations, which led to defaults on certain obligations and the restructuring
of certain indebtedness. Restructuring arrangements have included, among other
things, obtaining new credit to finance interest payments. Certain governments
have not been able to make payments of interest on or principal of Sovereign
Debt Obligations as those payments have come due. Obligations arising from past
restructuring agreements may affect the economic performance and political and
social stability of those issuers.
Central banks and other governmental authorities which control the
servicing of Sovereign Debt Obligations may not be willing or able to permit the
payment of the principal or interest when due in accordance with the terms of
the obligations. As a result, the issuers of Sovereign Debt Obligations may
default on their obligations. Defaults on certain Sovereign Debt Obligations
have occurred in the past. Holders of certain Sovereign Debt Obligations may be
requested to participate in the restructuring and rescheduling of these
obligations and to extend further loans to the issuers. The interests of holders
of Sovereign Debt Obligations could be adversely affected in the course of
restructuring arrangements or by certain other factors referred to below.
Furthermore, some of the participants in the secondary market for Sovereign Debt
Obligations may also be directly involved in negotiating the terms of these
arrangements and may therefore have access to information not available to other
market participants.
The ability of governments to make timely payments on their
obligations is likely to be influenced strongly by the issuer's balance of
payments, including export performance, and its access to international credits
and investments. A country whose exports are concentrated in a few commodities
could be vulnerable to a decline in the international prices of one or more of
those commodities. Increased protectionism on the part of a country's trading
partners could also adversely affect the country's exports and diminish its
trade account surplus, if any.
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. To the extent that a country develops a
trade deficit, it will need to depend on continuing loans from foreign
governments, multilateral organizations or private commercial banks, aid
payments from foreign governments and on inflows of foreign investment. The
access of a country to these forms of external funding may not be certain, and a
withdrawal of external funding could adversely affect the capacity of a
government to make payments on its obligations. In addition, the cost of
servicing debt obligations can be affected by a change in international interest
rates since the majority of these obligations carry interest rates that are
adjusted periodically based upon international rates.
Another factor bearing on the ability of a country to repay
Sovereign Debt Obligations is the level of the country's international reserves.
Fluctuations in the level of these reserves can affect the amount of foreign
exchange readily available for external debt payments and, thus, could have a
bearing on the capacity of the country to make payments in its Sovereign Debt
Obligations.
Taxable Multi-Sector Income Shares is permitted to invest in
Sovereign Debt Obligations that are not current in the payment of interest or
principal or are in default, so long as the Adviser believes it to be consistent
with the Fund's investment objectives. The Fund may have limited legal recourse
in the event of a default with respect to certain Sovereign Debt Obligations it
holds. For example, remedies from defaults on certain Sovereign Debt
Obligations, unlike those on private debt, must, in some cases, be pursued in
the courts of the defaulting party itself. Legal recourse therefore may be
significantly diminished. Bankruptcy, moratorium and other similar laws
applicable to issuers of Sovereign Debt Obligations may be substantially
different from those applicable to issuers of private debt obligations. The
political context, expressed as the willingness of an issuer of Sovereign Debt
Obligations to meet the terms of the debt obligation, for example, is of
considerable importance. In addition, no assurance can be given that the holders
of commercial bank debt will not contest payments to the holders of securities
issued by foreign governments in the event of default under commercial bank loan
agreements.
Future Developments
The Funds may take advantage of other investment practices which are
not at present contemplated for use by the Funds or which currently are not
available but which may be developed, to the extent such investment practices
are both consistent with the Funds' investment objective and legally permissible
for the Funds. Such investment practices, if they arise, may involve risks which
exceed those involved in the activities described above.
INVESTMENT RESTRICTIONS
Investment Advisory Agreement and Expenses
The Adviser serves as investment manager and adviser to each of the
Funds and continuously furnishes an investment program for the Funds and
manages, supervises and conducts the affairs of the Funds, subject to the
oversight of the Board. Under each Fund's Investment Advisory Agreement, the
Adviser furnishes advice and recommendations with respect to the Fund's
portfolio of securities and investments, and provides persons satisfactory to
the Board to serve as the Funds' officers. Such officers or employees may be
employees of the Adviser or the affiliates.
Under the terms of the Investment Advisory Agreements, the Funds pay
no fees to the Adviser. You should be aware, however, that each Fund is an
integral part of "wrap-fee" programs and other investment programs sponsored by
investment advisers. Typically, participants in these programs pay a "wrap fee"
or other fee to their investment adviser. You should read carefully the wrap-fee
brochure or other literature provided to you by your investment adviser. The
brochure or literature is required to include information about the fees charged
by your adviser and the fees paid by your adviser to the Adviser.
Each Fund has, under its Investment Advisory Agreement, assumed the
obligation for payment of certain of its other expenses, including any taxes
levied against the Fund, brokerage fees, commissions in connection with the
purchase and sale of portfolio securities, leverage expenses and other
extraordinary expenses. A Fund may employ its own personnel to perform services
other than those specifically provided to the Fund by the Adviser. For such
services it may also utilize or employ personnel employed by the Adviser.
The Investment Advisory Agreement for each Fund provides that it
will continue in effect for two years from the date of its execution and
thereafter from year to year provided that its continuance is specifically
approved at least annually by a vote of a majority of the Fund's outstanding
voting securities or by the Board, and in either case, by a majority of the
Trustees who are not parties to the Investment Advisory Agreement or "interested
persons" of any such party at a meeting called for the purpose of voting on such
matter.
The continuance of the Investment Advisory Agreement for Corporate
Income Shares, Municipal Income Shares and Taxable Multi-Sector Income Shares
were most recently approved for an additional term by the Board, including a
majority of the Trustees who are not "interested persons", as defined in the
1940 Act, at their meeting held on November 6-8, 2012.
The Investment Advisory Agreement for the Tax-Aware Real Return
Income Shares became effective on May 3, 2011. The continuance of the Investment
Advisory Agreement for Tax-Aware Real Return Income Shares was most recently
approved for an additional term by the Board, including a majority of the
Trustees who are not "interested persons", as defined in the 1940 Act, at their
meeting held on November 6-8, 2012.
Any material amendment to the Investment Advisory Agreements must be
approved by vote of a majority of the outstanding voting securities of each Fund
and by the vote of a majority of the Trustees who are not interested persons of
the Fund or the Adviser. The Investment Advisory Agreements may be terminated
without penalty on 60 days' written notice, by vote of a majority of the
outstanding voting securities of a Fund, by a vote of a majority of the
Trustees, or by the Adviser, and will automatically terminate in the event of
assignment. The Investment Advisory Agreements provide that, in the absence of
willful misfeasance, bad faith or gross negligence on the part of the Adviser,
or reckless disregard of its obligations thereunder, the Adviser shall not be
liable for any action or failure to act in accordance with its duties
thereunder.
Certain other clients of the Adviser may have investment objectives
and policies similar to those of the Funds. The Adviser may, from time to time,
make recommendations that result in the purchase or sale of a particular
security by its other clients simultaneously with a Fund. If transactions on
behalf of more than one client during the same period increase the demand for
securities being purchased or the supply of securities being sold, there may be
an adverse effect on price. It is the policy of the Adviser to allocate advisory
recommendations and the placing of orders in a manner that is deemed equitable
by the Adviser to the accounts involved, including the Funds. When two or more
of the clients of the Adviser (including the Funds) are purchasing or selling
the same security on a given day from the same broker-dealer, such transactions
may be averaged as to price.
The Adviser may act as an investment adviser to other persons, firms
or corporations, including investment companies, and is the investment adviser
to the following registered open-end investment companies: AllianceBernstein
Blended Style Series, Inc., AllianceBernstein Bond Fund, Inc., AllianceBernstein
Cap Fund, Inc., AllianceBernstein Core Opportunities Fund, Inc.,
AllianceBernstein Discovery Growth Fund, Inc., AllianceBernstein Equity Income
Fund, Inc., AllianceBernstein Exchange Reserves, AllianceBernstein Fixed-Income
Shares, Inc., AllianceBernstein Global Bond Fund, Inc., AllianceBernstein Global
Real Estate Investment Fund, Inc., AllianceBernstein Global Risk Allocation
Fund, Inc., AllianceBernstein Global Thematic Growth Fund, Inc.,
AllianceBernstein Growth and Income Fund, Inc., AllianceBernstein High Income
Fund, Inc., AllianceBernstein Institutional Funds, Inc., AllianceBernstein
International Growth Fund, Inc., AllianceBernstein Large Cap Growth Fund, Inc.,
AllianceBernstein Municipal Income Fund, Inc., AllianceBernstein Municipal
Income Fund II, AllianceBernstein Trust, AllianceBernstein Unconstrained Bond
Fund, Inc., AllianceBernstein Variable Products Series Fund, Inc., Sanford C.
Bernstein Fund, Inc., Sanford C. Bernstein Fund II, Inc., The AllianceBernstein
Pooling Portfolios and The AllianceBernstein Portfolios; and to the following
registered closed-end investment companies: AllianceBernstein Global High Income
Fund, Inc., AllianceBernstein Income Fund, Inc., AllianceBernstein Multi-Manager
Alternative Fund, AllianceBernstein National Municipal Income Fund, Inc.,
Alliance California Municipal Income Fund, Inc. and Alliance New York Municipal
Income Fund, Inc. The registered investment companies for which the Adviser
serves as investment adviser are referred to collectively below as the
"AllianceBernstein Fund Complex", while all of these investment companies,
except the Sanford C. Bernstein Fund, Inc. and the AllianceBernstein
Multi-Manager Alternative Fund are referred to collectively below as the
"AllianceBernstein Funds".
Board of Trustees Information
The business and affairs of the Funds are managed under the
direction of the Board. Certain information concerning the Trustees is set forth
below.
OTHER
PORTFOLIOS PUBLIC
IN COMPANY
ALLICANCE- DIRECTOR-
PRINCIPAL BERNSTEIN SHIPS
OCCUPATION(S) FUND HELD BY
NAME, ADDRESS,* DURING COMPLEX TRUSTEE
AGE AND PAST FIVE OVERSEEN IN THE PAST
(YEAR ELECTED**) YEARS OR LONGER BY TRUSTEE FIVE YEARS
---------------- ---------------- ----------- -----------
INDEPENDENT TRUSTEES
Chairman of the Board
William H. Foulk, Jr., #, ## Investment Adviser and 100 None
80 an Independent
(2004) Consultant since prior
to 2008. Previously,
he was Senior Manager
of Barrett Associates,
Inc., a registered
investment adviser. He
was formerly Deputy
Comptroller and Chief
Investment Officer of
the State of New York
and, prior thereto,
Chief Investment
Officer of the New
York Bank for Savings.
He has served as a
director or trustee of
various
AllianceBernstein
Funds since 1983 and
has been Chairman of
the AllianceBernstein
Funds and of the
Independent Directors
Committee of such
Funds since 2003.
John H. Dobkin, # Independent Consultant 100 None
71 since prior to 2008.
(2004) Formerly, President of
Save Venice, Inc.
(preservation
organization) from
2001-2002, Senior
Advisor from June
1999-June 2000 and
President of Historic
Hudson Valley
(historic
preservation) from
December 1989-May
1999. Previously,
Director of the
National Academy of
Design. He has served
as a director or
trustee of various
AllianceBernstein
Funds since 1992.
Michael J. Downey, # Private Investor since 100 Asia Pacific
69 prior to 2008. Fund, Inc.
(2005) Formerly, managing since prior
partner of Lexington to 2008,
Capital, LLC Prospect
(investment advisory Acquisition
firm) from December Corp.
1997 until December (financial
2003. From 1987 until services)
1993, Chairman and CEO from 2007
of Prudential Mutual until 2009
Fund Management, and The
director of the Merger Fund
Prudential mutual since prior
funds, and member of to 2008
the Executive until 2013
Committee of
Prudential Securities
Inc. He has served as
a director or trustee
of the
AllianceBernstein
Funds since 2005.
D. James Guzy, # Chairman of the Board 100 PLX
77 of PLX Technology Technology
(2005) (semi-conductors) and (semi-
of SRC Computers Inc., conductors)
with which he has been since prior
associated since prior to 2008,
to 2008. He was a Cirrus Logic
director of Intel Corporation
Corporation (semi-
(semi-conductors) from conductors)
1969 until 2008, and since prior
served as Chairman of to 2008
the Finance Committee until July
of such company for 2011 and
several years until Intel
May 2008. He has Corporation
served as a director (semi-
or trustee of one or conductors)
more of the until 2008
AllianceBernstein
Funds since 1982.
Nancy P. Jacklin, # Professorial Lecturer 100 None
65 at the Johns Hopkins
(2006) School of Advanced
International Studies
since 2008. Formerly,
U.S. Executive
Director of the
International Monetary
Fund (December
2002-May 2006);
Partner, Clifford
Chance (1992-2002);
Sector Counsel,
International Banking
and Finance, and
Associate General
Counsel, Citicorp
(1985-1992); Assistant
General Counsel
(International),
Federal Reserve Board
of Governors
(1982-1985); and
Attorney Advisor, U.S.
Department of the
Treasury (1973-1982).
Member of the Bar of
the District of
Columbia and of New York;
and member of the
Council on Foreign
Relations. She has
served as a director
or trustee of the
AllianceBernstein
Funds since 2006.
Garry L. Moody, # Independent 100 None
61 Consultant. Formerly,
(2010) Partner, Deloitte &
Touche LLP (1995-2008)
where he held a number
of senior positions,
including Vice
Chairman, and U.S. and
Global Investment
Management Practice
Managing Partner;
President, Fidelity
Accounting and Custody
Services Company
(1993-1995); and
Partner, Ernst & Young
LLP (1975-1993), where
he served as the
National Director of
Mutual Fund Tax
Services and Managing
Partner of its Chicago
Office Tax department.
He has served as a
director or trustee,
and as Chairman of the
Audit Committee, of
the AllianceBernstein
Funds since 2008.
Marshall C. Turner, Jr., # Private Investor since 100 Xilinx, Inc.
71 prior to 2008. Interim (programmable
(2005) CEO of MEMC Electronic logic semi-
Materials, Inc. conductors)
(semi-conductor and and MEMC
solar cell substrates) Electronic
from November 2008 Materials,
until March 2009. He Inc. (semi-
was Chairman and CEO conductor and
of Dupont Photomasks, solar cell
Inc. (components of substrates)
semi-conductor since prior
manufacturing), to 2008
2003-2005, and
President and CEO,
2005-2006, after the
company was acquired
and renamed Toppan
Photomasks, Inc. He
has served as a
director or trustee of
one or more of the
AllianceBernstein
Funds since 1992.
Earl D. Weiner, # Of Counsel, and 100 None
74 Partner prior to
(2007) January 2007, of the
law firm Sullivan &
Cromwell LLP and
member of ABA Federal
Regulation of
Securities Committee
Task Force to draft
editions of the Fund
Director's Guidebook.
He has served as a
director or trustee of
the AllianceBernstein
Funds since 2007 and is
Chairman of the Governance
and Nominating Committee
of the Funds.
INTERESTED TRUSTEE
Robert M. Keith, +, ++ Senior Vice President 100 None
53 of the Adviser++ and
(2010) the head of
AllianceBernstein
Investments, Inc.
("ABI")++ since July
2008; Director of ABI
and President of the
AllianceBernstein
Mutual Funds.
Previously, he served
as Executive Managing
Director of ABI from
December 2006 to June
2008. Prior to
joining ABI in 2006,
Executive Managing
Director of Bernstein
Global Wealth
Management, and prior
thereto, Senior
Managing Director and
Global Head of Client
Service and Sales of
the Adviser's
institutional
investment management
business since 2004.
Prior thereto, he was
Managing Director and
Head of North American
Client Service and
Sales in the Adviser's
institutional
investment management
business, with which
he had been associated
since prior to 2004.
--------
|
* The address for each of the Company's independent Trustees is c/o
AllianceBernstein L.P., Attention: Philip L. Kirstein, 1345 Avenue of the
Americas, New York, NY 10105.
** There is no stated term of office for the Trustees.
# Member of the Audit Committee, the Governance and Nominating Committee and
the Independent Directors Committee.
## Member of the Fair Value Pricing Committee.
+ Mr. Keith is an "interested person", as defined in Section 2(a)(19) of the
1940 Act, of the Company due to his position as a Senior Vice President of
the Adviser.
++ The Adviser and ABI are affiliates of the Funds.
The business and affairs of the Funds are overseen by the Board.
Trustees who are not "interested persons" of the Funds as defined in the 1940
Act, are referred to as "Independent Trustees", and Trustees who are "interested
persons" of the Funds are referred to as "Interested Trustees". Certain
information concerning the Funds' governance structure and each Trustee is set
forth below.
Experience, Skills, Attributes, and Qualifications of the Trustees.
The Governance and Nominating Committee of the Board, which is composed of
Independent Trustees, reviews the experience, qualifications, attributes and
skills of potential candidates for nomination or election by the Board, and
conducts a similar review in connection with the proposed nomination of current
Trustees for re-election by shareholders at any annual or special meeting of
shareholders. In evaluating a candidate for nomination or election as a Trustee
the Governance and Nominating Committee takes into account the contribution that
the candidate would be expected to make to the diverse mix of experience,
qualifications, attributes and skills that the Governance and Nominating
Committee believes contributes to good governance for the Fund. Additional
information concerning the Governance and Nominating Committee's consideration
of nominees appears in the description of the Committee below.
The Board believes that, collectively, the Trustees have balanced
and diverse experience, qualifications, attributes, and skills, which allow the
Board to operate effectively in governing the Fund and protecting the interests
of shareholders. The Board has concluded that, based on each Trustee's
experience, qualifications, attributes or skills on an individual basis and in
combination with those of the other Trustees, each Trustee is qualified and
should continue to serve as such.
In determining that a particular Trustee was and continues to be
qualified to serve as a Trustee, the Board has considered a variety of criteria,
none of which, in isolation, was controlling. In addition, the Board has taken
into account the actual service and commitment of each Trustee during his or her
tenure (including the Trustee's commitment and participation in Board and
committee meetings, as well as his or her current and prior leadership of
standing and ad hoc committees) in concluding that each should continue to
serve. Additional information about the specific experience, skills, attributes
and qualifications of each Trustee, which in each case led to the Board's
conclusion that the Trustee should serve (or continue to serve) as a trustee of
the Fund, is provided in the table above and in the next paragraph.
Among other attributes and qualifications common to all Trustees are
their ability to review critically, evaluate, question and discuss information
provided to them (including information requested by the Trustees), to interact
effectively with the Adviser other service providers, counsel and the Fund's
independent registered public accounting firm, and to exercise effective
business judgment in the performance of their duties as Trustees. In addition to
his or her service as a Trustee of the Fund and other AllianceBernstein Funds as
noted in the table above: Mr. Dobkin has experience as an executive of a number
of organizations and served as Chairman of the Audit Committee of many of the
AllianceBernstein Funds from 2001 to 2008; Mr. Downey has experience in the
investment advisory business including as Chairman and Chief Executive Officer
of a large fund complex and as director of a number of non-AllianceBernstein
funds and as Chairman of a non-AllianceBernstein closed-end fund; Mr. Foulk has
experience in the investment advisory and securities businesses, including as
Deputy Comptroller and Chief Investment Officer of the State of New York (where
his responsibilities included bond issuances, cash management and oversight of
the New York Common Retirement Fund), has served as Chairman of the
AllianceBernstein Funds and of the Independent Director Committee since 2003,
and is active in a number of mutual fund related organizations and committees;
Mr. Guzy has experience as a corporate director including as Chairman of a
public company and Chairman of the Finance Committee of a large public
technology company; Ms. Jacklin has experience as a financial services regulator
including as U.S. Executive Director of the International Monetary Fund, which
is responsible for ensuring the stability of the international monetary system,
and as a financial services lawyer in private practice; Mr. Keith has experience
as an executive of the Adviser with responsibility for, among other things, the
AllianceBernstein Funds; Mr. Moody has experience as a certified public
accountant including experience as Vice Chairman and U.S. and Global Investment
Management Practice Partner for a major accounting firm, is a member of the
governing council of an organization of independent directors of mutual funds
and the Trustee Advisory Board of BoardIQ, a biweekly publication focused on
issues and news affecting directors of mutual funds, and has served as Chairman
of the Audit Committee of the AllianceBernstein Funds since 2008; Mr. Turner has
experience as a director (including Chairman and Chief Executive Officer of a
number of companies) and as a venture capital investor including prior service
as general partner of three institutional venture capital partnerships, and
serves on the boards of a number of education and science-related non-profit
organizations; and Mr. Weiner has experience as a securities lawyer whose
practice includes registered investment companies and as Chairman, director or
trustee of a number of boards, and has served as Chairman of the Governance and
Nominating Committee of the AllianceBernstein Funds. The disclosure herein of a
Trustee's experience, qualifications, attributes and skills does not impose on
such Trustee any duties, obligations, or liability that are greater than the
duties, obligations, and liability imposed on such Trustee as a member of the
Board and any committee thereof in the absence of such experience,
qualifications, attributes and skills.
Board Structure and Oversight Function. The Board is responsible for
oversight of the Funds. The Funds have engaged the Adviser to manage the Funds
on a day-to-day basis. The Board is responsible for overseeing the Adviser and
the Funds' other service providers in the operations of the Funds in accordance
with the Funds' investment objective and policies and otherwise in accordance
with its prospectus, the requirements of the 1940 Act and other applicable
Federal, state and other securities and other laws, and the Funds' charter and
bylaws. The Board typically meets in-person at regularly scheduled meetings
eight times throughout the year. In addition, the Trustees may meet in-person or
by telephone at special meetings or on an informal basis at other times. The
Independent Trustees also regularly meet without the presence of any
representatives of management. As described below, the Board has established
four standing committees - the Audit, Governance and Nominating, Independent
Directors, and Fair Value Pricing Committees - and may establish ad hoc
committees or working groups from time to time, to assist the Board in
fulfilling its oversight responsibilities. Each committee is composed
exclusively of Independent Trustees. The responsibilities of each committee,
including its oversight responsibilities, are described further below. The
Independent Trustees have also engaged independent legal counsel, and may from
time to time engage consultants and other advisors, to assist them in performing
their oversight responsibilities.
An Independent Trustee serves as Chairman of the Board. The
Chairman's duties include setting the agenda for each Board meeting in
consultation with management, presiding at each Board meeting, meeting with
management between Board meetings, and facilitating communication and
coordination between the Independent Trustees and management. The Trustees have
determined that the Board's leadership by an Independent Trustee and its
committees composed exclusively of Independent Trustees is appropriate because
they believe it sets the proper tone to the relationships between the Funds, on
the one hand, and the Adviser and other service providers, on the other, and
facilitates the exercise of the Board's independent judgment in evaluating and
managing the relationships. In addition, the Funds are required to have an
Independent Trustee as Chairman pursuant to certain 2003 regulatory settlements
involving the Adviser.
Risk Oversight. The Funds are subject to a number of risks,
including investment, compliance and operational risks. Day-to-day risk
management with respect to the Funds resides with the Adviser or other service
providers (depending on the nature of the risk), subject to supervision by the
Adviser. The Board has charged the Adviser and its affiliates with (i)
identifying events or circumstances the occurrence of which could have
demonstrable and material adverse effects on the Funds; (ii) to the extent
appropriate, reasonable or practicable, implementing processes and controls
reasonably designed to lessen the possibility that such events or circumstances
occur or to mitigate the effects of such events or circumstances if they do
occur; and (iii) creating and maintaining a system designed to evaluate
continuously, and to revise as appropriate, the processes and controls described
in (i) and (ii) above.
Risk oversight forms part of the Board's general oversight of the
Funds' investment program and operations and is addressed as part of various
regular Board and committee activities. The Funds' investment management and
business affairs are carried out by or through the Adviser and other service
providers. Each of these persons has an independent interest in risk management
but the policies and the methods by which one or more risk management functions
are carried out may differ from the Funds' and each other's in the setting of
priorities, the resources available or the effectiveness of relevant controls.
Oversight of risk management is provided by the Board and the Audit Committee.
The Trustees regularly receive reports from, among others, management (including
the Global Heads of Investment Risk and Trading Risk of the Adviser), each
Fund's Senior Officer (who is also the Fund's chief compliance officer), each
Fund's independent registered public accounting firm and counsel, and internal
auditors for the Adviser, as appropriate, regarding risks faced by the Funds and
the Adviser's risk management programs.
Not all risks that may affect the Funds can be identified, nor can
controls be developed to eliminate or mitigate their occurrence or effects. It
may not be practical or cost-effective to eliminate or mitigate certain risks,
the processes and controls employed to address certain risks may be limited in
their effectiveness, and some risks are simply beyond the reasonable control of
the Funds or the Adviser, its affiliates or other service providers. Moreover,
it is necessary to bear certain risks (such as investment-related risks) to
achieve the Funds' goals. As a result of the foregoing and other factors the
Funds' ability to manage risk is subject to substantial limitations.
Board Committees. The Board has four standing committees -- an Audit
Committee, a Governance and Nominating Committee, a Fair Value Pricing Committee
and an Independent Directors Committee. The members of the Audit, Governance and
Nominating, Fair Value Pricing, and Independent Directors Committees are
identified above.
The function of the Audit Committee is to assist the Board in its
oversight of the Fund's financial reporting process. The Audit Committee of the
Company met three times during the Funds' most recently completed fiscal year.
The function of the Governance and Nominating Committee includes the
nomination of persons to fill any vacancies or newly created positions on the
Board. The Governance and Nominating Committee of the Company met four times
during the Funds' most recently completed fiscal year.
The Board has adopted a charter for its Governance and Nominating
Committee. Pursuant to the charter, the Committee assists the Board in carrying
out its responsibilities with respect to governance of the Funds and identifies,
evaluates, selects and nominates candidates for the Board. The Committee may
also set standards or qualifications for Trustees and reviews at least annually
the performance of each Trustee, taking into account factors such as attendance
at meetings, adherence to Board policies, preparation for and participation at
meetings, commitment and contribution to the overall work of the Board and its
committees, and whether there are health or other reasons that might affect the
Trustee's ability to perform his or her duties. The Committee may consider
candidates as Trustees submitted by the Funds' current Board members, officers,
the Adviser, stockholders and other appropriate sources.
The Governance and Nominating Committee will consider candidates for
nomination as a Trustee submitted by a shareholder or group of shareholders who
have beneficially owned at least 5% of the Funds' common stock or shares of
beneficial interest for at least two years prior to the time of submission and
who timely provide specified information about the candidates and the nominating
shareholder or group. To be timely for consideration by the Governance and
Nominating Committee, the submission, including all required information, must
be submitted in writing to the attention of the Secretary at the principal
executive offices of the Funds not less than 120 days before the date of the
proxy statement for the previous year's annual meeting of shareholders. If the
Funds did not hold an annual meeting of shareholders in the previous year, the
submission must be delivered or mailed and received within a reasonable amount
of time before the Funds begin to print and mail its proxy materials. Public
notice of such upcoming annual meeting of shareholders may be given in a
shareholder report or other mailing to shareholders or by other means deemed by
the Governance and Nominating Committee or the Board to be reasonably calculated
to inform shareholders.
Shareholders submitting a candidate for consideration by the
Governance and Nominating Committee must provide the following information to
the Governance and Nominating Committee: (i) a statement in writing setting
forth (A) the name, date of birth, business address and residence address of the
candidate; (B) any position or business relationship of the candidate, currently
or within the preceding five years, with the shareholder or an associated person
of the shareholder as defined below; (C) the class or series and number of all
shares of the Fund owned of record or beneficially by the candidate; (D) any
other information regarding the candidate that is required to be disclosed about
a nominee in a proxy statement or other filing required to be made in connection
with the solicitation of proxies for election of Trustees pursuant to Section 20
of the 1940 Act and the rules and regulations promulgated thereunder; (E)
whether the shareholder believes that the candidate is or will be an "interested
person" of the Fund (as defined in the 1940 Act) and, if believed not to be an
"interested person", information regarding the candidate that will be sufficient
for the Fund to make such determination; and (F) information as to the
candidate's knowledge of the investment company industry, experience as a
director or senior officer of public companies, directorships on the boards of
other registered investment companies and educational background; (ii) the
written and signed consent of the candidate to be named as a nominee and to
serve as a Trustee if elected; (iii) the written and signed agreement of the
candidate to complete a trustees' and officers' questionnaire if elected; (iv)
the shareholder's consent to be named as such by the Fund; (v) the class or
series and number of all shares of the Fund owned beneficially and of record by
the shareholder and any associated person of the shareholder and the dates on
which such shares were acquired, specifying the number of shares owned
beneficially but not of record by each, and stating the names of each as they
appear on the Fund's record books and the names of any nominee holders for each;
and (vi) a description of all arrangements or understandings between the
shareholder, the candidate and/or any other person or persons (including their
names) pursuant to which the recommendation is being made by the shareholder.
"Associated Person of the Shareholder" means any person who is required to be
identified under clause (vi) of this paragraph and any other person controlling,
controlled by or under common control with, directly or indirectly, (a) the
shareholder or (b) the associated person of the shareholder.
The Governance and Nominating Committee may require the shareholder
to furnish such other information as it may reasonably require or deem necessary
to verify any information furnished pursuant to the nominating procedures
described above or to determine the qualifications and eligibility of the
candidate proposed by the shareholder to serve on the Board. If the shareholder
fails to provide such other information in writing within seven days of receipt
of written request from the Governance and Nominating Committee, the
recommendation of such candidate as a nominee will be deemed not properly
submitted for consideration, and will not be considered, by the Committee.
The Governance and Nominating Committee will consider only one
candidate submitted by such a shareholder or group for nomination for election
at an annual meeting of shareholders. The Governance and Nominating Committee
will not consider self-nominated candidates. The Governance and Nominating
Committee will consider and evaluate candidates submitted by shareholders on the
basis of the same criteria as those used to consider and evaluate candidates
submitted from other sources. These criteria include the candidate's relevant
knowledge, experience, and expertise, the candidate's ability to carry out his
or her duties in the best interests of the Fund, and the candidate's ability to
qualify as an Independent Trustee or Trustee. When assessing a candidate for
nomination, the Committee considers whether the individual's background, skills,
and experience will complement the background, skills, and experience of other
nominees and will contribute to the diversity of the Board.
The function of the Fair Value Pricing Committee is to consider, in
advance if possible, any fair valuation decision of the Adviser's Valuation
Committee relating to a security held by the Fund made under unique or highly
unusual circumstances not previously addressed by the Valuation Committee that
would result in a change in the Fund's NAV by more than $0.01 per share. The
Fair Value Pricing Committee of the Company did not meet during the Funds' most
recently completed fiscal year.
The function of the Independent Directors Committee is to consider
and take action on matters that the Board or Committee believes should be
addressed in executive session of the Independent Trustees, such as review and
approval of the Advisory and Distribution Agreements. The Independent Directors
Committee of the Company met nine times during the Funds' most recently
completed fiscal year.
The dollar range of each Fund's securities owned by each Trustee and
the aggregate dollar range of securities of funds in the AllianceBernstein Fund
Complex owned by each Trustee are set forth below. The dollar range of each
Fund's securities owned by each Trustee is the same for each of the Funds
because the Fund is offered exclusively to registered investment advisers
approved by the Adviser and Trustees cannot purchase the Fund's shares.
AGGREGATE DOLLAR RANGE OF
DOLLAR RANGE OF EQUITY SECURITIES IN THE
EQUITY SECURITIES ALLIANCEBERNSTEIN FUND
IN EACH FUND AS COMPLEX AS
OF DECEMBER 31, 2012+ OF DECEMBER 31, 2012
---------------------- -------------------------
John H. Dobkin None Over $100,000
Michael J. Downey None Over $100,000
William H. Foulk, Jr. None Over $100,000
D. James Guzy None Over $100,000
Nancy P. Jacklin None Over $100,000
Robert M. Keith None None
Garry L. Moody None Over $100,000
Marshall C. Turner, Jr. None Over $100,000
Earl D. Weiner None Over $100,000
--------
+ The Fund is offered exclusively to registered investment advisers approved
by the Adviser.
|
Officer Information
Certain information concerning the Funds' officers is set forth
below.
NAME, ADDRESS,* POSITION(S) PRINCIPAL OCCUPATION
AND AGE HELD WITH FUND DURING PAST FIVE YEARS
------- --------------- -----------------------
Robert M. Keith, President and Chief See biography above.
53 Executive Officer
Philip L. Kirstein, Senior Vice President Senior Vice President and Independent
68 and Independent Compliance Officer of the funds in the
Compliance Officer AllianceBernstein Fund Complex, with which
he has been associated since prior to 2008.
Prior thereto, he was Of Counsel to
Kirkpatrick & Lockhart, LLP from October
2003 to October 2004, and General Counsel
of Merrill Lynch Investment Managers, L.P.
prior to March 2003.
Emilie D. Wrapp, Secretary Senior Vice President, Assistant General
57 Counsel and Assistant Secretary of ABI,**
with which she has been associated since
prior to 2008.
Joseph J. Mantineo, Treasurer and Chief Senior Vice President of AllianceBernstein
54 Financial Officer Investor Services, Inc. ("ABIS"),** with
which he has been associated since prior to
2008.
Phyllis J. Clarke, Controller Vice President of ABIS,** with which she
52 has been associated since prior to 2008.
Corporate Income Shares
-----------------------
Douglas J. Peebles, Senior Vice President Senior Vice President of the Adviser,**
48 with which he has been associated since
prior to 2008.
Ashish C. Shah, Vice President Senior Vice President and Head of Global
43 Credit of the Adviser,** with which he has
been associated since May, 2010.
Previously, he was a Managing Director and
Head of Global Credit Strategy at Barclays
Capital from September 2008 until May 2010.
Prior thereto, he served as the Head of
Credit Strategy at Lehman Brothers, heading
the Structured Credit/CDO and Credit
Strategy groups since prior to 2008.
Shawn E. Keegan, Vice President Vice President of the Adviser,** with which
42 he has been associated since prior to 2008.
Municipal Income Shares
-----------------------
Michael G. Brooks, Vice President Senior Vice President of the Adviser,**
65 with which he has been associated since
prior to 2008.
Robert B. (Guy) Davidson, III, Vice President Senior Vice President of the Adviser,**
52 with which he has been associated since
prior to 2008.
Wayne D. Godlin, Vice President Senior Vice President of the Adviser,**
52 with which he has been associated since
December 2009. Prior thereto, he was an
investment manager and a Managing Director
of Van Kampen Asset Management with which
he has been associated since prior to 2008.
Terrance T. Hults, Vice President Senior Vice President of the Adviser,**
47 with which he has been associated since
prior to 2008.
Taxable Multi-Sector
Income Shares
---------------------
Paul J. DeNoon, Vice President Senior Vice President of the Adviser,**
51 with which he has been associated since
prior to 2008.
Scott A. DiMaggio, Vice President Senior Vice President of the Adviser,**
42 with which he has been associated since
prior to 2008.
Shawn E. Keegan, Vice President See above.
42
Douglas J. Peebles, Senior Vice President See above.
48
Greg J. Wilensky, Vice President Senior Vice President of the Adviser,**
46 with which he has been associated since
prior to 2008.
Tax-Aware Real
Return Income Shares
--------------------
Michael G. Brooks, Vice President See above.
65
Fred S. Cohen, Vice President Senior Vice President of the Adviser,**
55 with which he has been associated since
prior to 2008.
Robert B. (Guy) Davidson, III, Vice President See above.
52
Wayne D. Godlin, Vice President See above.
52
Terrance T. Hults, Vice President See above.
47
|
* The address for each of the Funds' Officers is 1345 Avenue of the
Americas, New York, NY 10105.
** The Adviser, ABI and ABIS are affiliates of the Funds.
Each Fund does not pay any fees to, or reimburse expenses of, its
Trustees who are considered "interested persons" (as defined in Section 2(a)(19)
of the 1940 Act) of the Fund. The aggregate compensation paid to the Trustees by
each of Corporate Income Shares, Municipal Income Shares, Taxable Multi-Sector
Income Shares and Tax-Aware Real Return Income Shares for the fiscal year ended
April 30, 2013, the aggregate compensation paid to each of the Trustees during
calendar year 2012 by AllianceBernstein Fund Complex, and the total number of
registered investment companies (and separate investment portfolios within the
companies) in the AllianceBernstein Fund Complex with respect to which each of
the Trustees serves as a director or trustee are set forth below. Neither the
Funds nor any other fund in the AllianceBernstein Fund Complex provides
compensation in the form of pension or retirement benefits to any of its
directors or trustees. Each of the Trustees is a director or trustee of one or
more other registered investment companies in the AllianceBernstein Fund
Complex.
Aggregate Aggregate
Compensation Compensation
Aggregate Aggregate from from Tax-
Compensation Compensation Taxable Aware
from from Multi- Real
Corporate Municipal Sector Return
Income Income Income Income
Name of Trustee Shares* Shares* Shares* Shares*
---------------- ----------- ------------ ----------- ------------
John H. Dobkin $ 1,710 $ 1,710 $ 1,710 $1,197.50
Michael J. Downey $ 1,710 $ 1,710 $ 1,710 $1,197.50
William H. Foulk, Jr. $3,221.75 $3,221.75 $3,221.75 $ 2,252
D. James Guzy $ 1,710 $ 1,710 $ 1,710 $1,197.50
Nancy P. Jacklin $ 1,710 $ 1,710 $ 1,710 $1,197.50
Robert M. Keith $ 0 $ 0 $ 0 $ 0
Garry L. Moody $ 1,909 $ 1,909 $ 1,909 $1,339.75
Marshall C. Turner, Jr. $ 1,710 $ 1,710 $ 1,710 $1,197.50
Earl D. Weiner $1,831.25 $1,831.25 $1,831.25 $1,282.25
Total
Total Number of
Number of Investment
Investment Portfolios
Companies in within the
the Alliance- Alliance-
Total Bernstein Bernstein
Compensation Fund Complex, Fund Complex,
from the Including the Including the
Alliance- Company, as Fund, as to
Bernstein to which the which the
Fund Complex, Trustee is Trustee is
Including a Director a Director
Name of Trustee the Fund or Trustee or Trustee
---------------- ------------ ------------ -------------
John H. Dobkin $ 252,000 31 100
Michael J. Downey $ 252,000 31 100
William H. Foulk, Jr. $ 477,000 31 100
D. James Guzy $ 252,000 31 100
Nancy P. Jacklin $ 252,000 31 100
Robert M. Keith $ 0 31 100
Garry L. Moody $ 280,000 31 100
Marshall C. Turner, Jr. $ 252,000 31 100
Earl D. Weiner $ 270,000 31 100
--------
|
* Compensation paid by the Adviser.
As of August 2, 2013, the Trustees and Officers of the Company as a
group owned less than 1% of the shares of the Fund.
Additional Information About the Funds' Portfolio Manager(s)
CORPORATE INCOME SHARES
Shawn E. Keegan and Ashish C. Shah are the investment
professionals(1) primarily responsible for the day-to-day management of the
Fund's portfolio. For additional information about the portfolio management of
the Fund, see "Management of the Fund - Portfolio Managers" in the Prospectus.
As of April 30, 2013 the portfolio managers owned none of the Fund's equity
securities.
(1) Investment professionals at the Adviser include portfolio managers and
research analysts. Investment professionals are part of investment groups
(or teams) that service individual fund portfolios. The number of
investment professionals assigned to a particular fund will vary from fund
to fund.
The following tables provide information regarding registered
investment companies other than the Fund, other pooled investment vehicles and
other accounts over which Shawn E. Keegan and Ashish C. Shah also have
day-to-day management responsibilities. The tables provide the numbers of such
accounts, the total assets in such accounts and the number of accounts and total
assets whose fees are based on performance. The information is provided as of
April 30, 2013.
REGISTERED INVESTMENT COMPANIES
(excluding the Fund)
Total
Number of Assets of
Total Total Registered Registered
Number of Assets of Investment Investment
Registered Registered Companies Companies
Investment Investment Managed with Managed with
Companies Companies Performance- Performance-
Portfolio Manager Managed Managed based Fees based Fees
----------------- ------- ------- ---------- ----------
Shawn E. Keegan 1 $442,000,000 None None
Ashish C. Shah 1 $442,000,000 None None
--------------------------------------------------------------------------------
|
OTHER POOLED INVESTMENT VEHICLES
Number of Total Assets
Total Total Other Pooled of Other Pooled
Number of Assets of Investment Investment
Other Pooled Other Pooled Vehicles Vehicles
Investment Investment Managed with Managed with
Vehicles Vehicles Performance- Performance-
Portfolio Manager Managed Managed based Fees based Fees
----------------- ------- ------- ---------- ----------
Shawn E. Keegan 13 $13,135,000,000 None None
Ashish C. Shah 13 $13,135,000,000 None None
--------------------------------------------------------------------------------
|
OTHER ACCOUNTS
Number Total Assets
Total Total of Other of Other
Number Assets Accounts Accounts
of Other of Other Managed with Managed with
Accounts Accounts Performance- Performance-
Portfolio Manager Managed Managed based Fees based Fees
----------------- ------- ------- ---------- ----------
Shawn E. Keegan 129 $60,580,000,000 2 $2,952,000,000
Ashish C. Shah 158 $70,941,000,000 2 $2,952,000,000
|
MUNICIPAL INCOME SHARES
The management of, and investment decisions for, the Fund's
portfolio are made by the Adviser's Municipal Bond Investment Team. Michael G.
Brooks, Robert B. (Guy) Davidson III, Wayne D. Godlin and Terrance T. Hults are
the investment professionals primarily responsible for the day-to-day management
of the Fund's portfolio. For additional information about the portfolio
management of the Fund, see "Management of the Fund - Portfolio Managers" in the
Prospectus. As of April 30, 2013, the portfolio managers owned none of the
Fund's equity securities.
The following tables provide information regarding registered
investment companies other than the Fund, other pooled investment vehicles and
other accounts over which Michael G. Brooks, Robert B. (Guy) Davidson, III,
Wayne D. Godlin and Terrance T. Hults also have day-to-day management
responsibilities. The tables provide the numbers of such accounts, the total
assets in such accounts and the number of accounts and total assets whose fees
are based on performance. The information is provided as of April 30, 2013.
REGISTERED INVESTMENT COMPANIES
(excluding the Fund)
Total
Number of Assets of
Total Total Registered Registered
Number of Assets of Investment Investment
Registered Registered Companies Companies
Investment Investment Managed with Managed with
Companies Companies Performance- Performance-
Portfolio Manager Managed Managed based Fees based Fees
----------------- ------- ------- ---------- ----------
Michael G. Brooks 33 $18,533,000,000 None None
Robert B. (Guy) 33 $18,533,000,000 None None
Davidson, III
Wayne D. Godlin 33 $18,533,000,000 None None
Terrance T. Hults 33 $18,533,000,000 None None
--------------------------------------------------------------------------------
|
OTHER POOLED INVESTMENT VEHICLES
Total Assets
Number of of Other
Total Total Other Pooled Pooled
Number of Assets of Investment Investment
Other Pooled Other Pooled Vehicles Vehicles
Investment Investment Managed with Managed with
Vehicles Vehicles Performance- Performance-
Portfolio Manager Managed Managed based Fees based Fees
----------------- ------- ------- ---------- ----------
Michael G. Brooks 2 $238,000,000 None None
Robert B. (Guy) 2 $238,000,000 None None
Davidson, III
Wayne D. Godlin 2 $238,000,000 None None
Terrance T. Hults 2 $238,000,000 None None
--------------------------------------------------------------------------------
|
OTHER ACCOUNTS
Number Total Assets
Total Total of Other of Other
Number Assets Accounts Accounts
of Other of Other Managed with Managed with
Accounts Accounts Performance- Performance-
Portfolio Manager Managed Managed based Fees based Fees
----------------- ------- ------- ---------- ----------
Michael G. Brooks 1,668 $12,065,000,000 3 $356,000,000
Robert B. (Guy) 1,668 $12,065,000,000 3 $356,000,000
Davidson, III
Wayne D. Godlin 1,668 $12,065,000,000 3 $356,000,000
Terrance T. Hults 1,668 $12,065,000,000 3 $356,000,000
|
TAXABLE MULTI-SECTOR INCOME SHARES
The management of, and investment decisions for, the Fund's
portfolio are made by the Adviser's Core Fixed-Income Team. Paul J. DeNoon,
Scott A. DiMaggio, Shawn E. Keegan, Douglas J. Peebles and Greg J. Wilensky are
the investment professionals primarily responsible for the day-to-day management
of the Fund's portfolio. For additional information about the portfolio
management of the Fund, see "Management of the Fund - Portfolio Managers" in the
Prospectus. As of April 30, 2013, the portfolio managers owned none of the
Fund's equity securities.
The following tables provide information regarding registered
investment companies other than the Fund, other pooled investment vehicles and
other accounts over which Paul J. DeNoon, Scott A. DiMaggio, Shawn E. Keegan,
Douglas J. Peebles and Greg J. Wilensky also have day-to-day management
responsibilities. The tables provide the numbers of such accounts, the total
assets in such accounts and the number of accounts and total assets whose fees
are based on performance. The information is provided as of April 30, 2013.
REGISTERED INVESTMENT COMPANIES
(excluding the Fund)
Total
Number of Assets of
Total Total Registered Registered
Number of Assets of Investment Investment
Registered Registered Companies Companies
Investment Investment Managed with Managed with
Companies Companies Performance- Performance-
Portfolio Manager Managed Managed based Fees based Fees
----------------- ------- ------- ---------- ----------
Paul J. DeNoon 5 $9,844,000,000 None None
Scott A. DiMaggio 30 $8,962,000,000 None None
Shawn E. Keegan 1 $442,000,000 None None
Douglas J. Peebles 32 $9,274,000,000 None None
Greg J. Wilensky 34 $9,222,000,000 None None
--------------------------------------------------------------------------------
|
OTHER POOLED INVESTMENT VEHICLES
Total Assets
Number of of Other
Total Total Assets Other Pooled Pooled
Number of of Other Investment Investment
Other Pooled Pooled Vehicles Vehicles
Investment Investment Managed with Managed with
Vehicles Vehicles Performance- Performance-
Portfolio Manager Managed Managed based Fees based Fees
----------------- ------- ------- ---------- ----------
Paul J. DeNoon 20 $49,269,000,000 1 $25,000,000
Scott A. DiMaggio 41 $3,992,000,000 None None
Shawn E. Keegan 13 $13,135,000,000 None None
Douglas J. Peebles 46 $4,766,000,000 1 $6,000,000
Greg J. Wilensky 39 $2,199,000,000 1 $77,000,000
--------------------------------------------------------------------------------
|
OTHER ACCOUNTS
Number Total Assets
Total Total of Other of Other
Number Assets Accounts Accounts
of Other of Other Managed with Managed with
Accounts Accounts Performance- Performance-
Portfolio Manager Managed Managed based Fees based Fees
----------------- ------- ------- ---------- ----------
Paul J. DeNoon 30 $10,573,000,000 1 $1,034,000,000
Scott A. DiMaggio 65 $29,114,000,000 5 $2,884,000,000
Shawn E. Keegan 129 $60,539,000,000 2 $2,952,000,000
Douglas J. Peebles 89 $30,838,000,000 9 $3,082,000,000
Greg J. Wilensky 144 $11,251,000,000 1 $280,000,000
|
TAX-AWARE REAL RETURN INCOME SHARES
The management of, and investment decisions for, the Fund's
portfolio are made by the Adviser's Municipal Bond Investment Team. Michael G.
Brooks, Fred S. Cohen, Robert B. (Guy) Davidson III, Wayne D. Godlin and
Terrance T. Hults are the investment professionals primarily responsible for the
day-to-day management of the Fund's portfolio. For additional information about
the portfolio management of the Fund, see "Management of the Fund - Portfolio
Managers" in the Prospectus. As of April 30, 2013, the portfolio managers owned
none of the Fund's equity securities.
The following tables provide information regarding registered
investment companies other than the Fund, other pooled investment vehicles and
other accounts over which Michael G. Brooks, Fred S. Cohen, Robert B. (Guy)
Davidson, III, Wayne D. Godlin and Terrance T. Hults also have day-to-day
management responsibilities. The tables provide the numbers of such accounts,
the total assets in such accounts and the number of accounts and total assets
whose fees are based on performance. The information is provided as of April 30,
2013.
REGISTERED INVESTMENT COMPANIES
(excluding the Fund)
Total
Number of Assets of
Total Total Registered Registered
Number of Assets of Investment Investment
Registered Registered Companies Companies
Investment Investment Managed with Managed with
Companies Companies Performance- Performance-
Portfolio Manager Managed Managed based Fees based Fees
----------------- ------- ------- ---------- ----------
Michael G. Brooks 33 $18,533,000,000 None None
Fred S. Cohen 33 $18,533,000,000 None None
Robert B. (Guy) 33 $18,533,000,000 None None
Davidson, III
Wayne D. Godlin 33 $18,533,000,000 None None
Terrance T. Hults 33 $18,533,000,000 None None
--------------------------------------------------------------------------------
|
OTHER POOLED INVESTMENT VEHICLES
Total Assets
Number of of Other
Total Total Other Pooled Pooled
Number of Assets of Investment Investment
Other Pooled Other Pooled Vehicles Vehicles
Investment Investment Managed with Managed with
Vehicles Vehicles Performance- Performance-
Portfolio Manager Managed Managed based Fees based Fees
----------------- ------- ------- ---------- ----------
Michael G. Brooks 2 $238,000,000 None None
Fred S. Cohen 2 $238,000,000 None None
Robert B. (Guy) 2 $238,000,000 None None
Davidson, III
Wayne D. Godlin 2 $238,000,000 None None
Terrance T. Hults 2 $238,000,000 None None
--------------------------------------------------------------------------------
|
OTHER ACCOUNTS
Number Total
Total Total of Other Assets of
Number Assets Accounts Other
of Other of Other Managed with Accounts Managed
Accounts Accounts Performance- with Performance
Portfolio Manager Managed Managed based Fees -based Fees
----------------- -------- -------- ------------ ----------------
Michael G. Brooks 1,668 $12,286,000,000 3 $356,000,000
Fred S. Cohen 1,668 $12,286,000,000 3 $356,000,000
Robert B. (Guy) 1,668 $12,286,000,000 3 $356,000,000
Davidson, III
Wayne D. Godlin 1,668 $12,286,000,000 3 $356,000,000
Terrance T. Hults 1,668 $12,286,000,000 3 $356,000,000
|
Investment Professional Conflict of Interest Disclosure
As an investment adviser and fiduciary, the Adviser owes its clients
and shareholders an undivided duty of loyalty. We recognize that conflicts of
interest are inherent in our business and accordingly have developed policies
and procedures (including oversight monitoring) reasonably designed to detect,
manage and mitigate the effects of actual or potential conflicts of interest in
the area of employee personal trading, managing multiple accounts for multiple
clients, including AllianceBernstein Mutual Funds, and allocating investment
opportunities. Investment professionals, including portfolio managers and
research analysts, are subject to the above-mentioned policies and oversight
monitoring to ensure that all clients are treated equitably. We place the
interests of our clients first and expect all of our employees to meet their
fiduciary duties.
Employee Personal Trading. The Adviser has adopted a Code of
Business Conduct and Ethics that is designed to detect and prevent conflicts of
interest when investment professionals and other personnel of the Adviser own,
buy or sell securities which may be owned by, or bought or sold for, clients.
Personal securities transactions by an employee may raise a potential conflict
of interest when an employee owns or trades in a security that is owned or
considered for purchase or sale by a client, or recommended for purchase or sale
by an employee to a client. Subject to the reporting requirements and other
limitations of its Code of Business Conduct and Ethics, the Adviser permits its
employees to engage in personal securities transactions, and also allows them to
acquire investments in certain funds managed by the Adviser. The Adviser's Code
of Business Conduct and Ethics requires disclosure of all personal accounts and
maintenance of brokerage accounts with designated broker-dealers approved by the
Adviser. The Code of Business Conduct and Ethics also requires preclearance of
all securities transactions (except transactions in open-end mutual funds) and
imposes a 90-day holding period for securities purchased by employees to
discourage short-term trading.
Managing Multiple Accounts for Multiple Clients. The Adviser has
compliance policies and oversight monitoring in place to address conflicts of
interest relating to the management of multiple accounts for multiple clients.
Conflicts of interest may arise when an investment professional has
responsibilities for the investments of more than one account because the
investment professional may be unable to devote equal time and attention to each
account. The investment professional or investment professional teams for each
client may have responsibilities for managing all or a portion of the
investments of multiple accounts with a common investment strategy, including
other registered investment companies, unregistered investment vehicles, such as
hedge funds, pension plans, separate accounts, collective trusts and charitable
foundations. Among other things, the Adviser's policies and procedures provide
for the prompt dissemination to investment professionals of initial or changed
investment recommendations by analysts so that investment professionals are
better able to develop investment strategies for all accounts they manage. In
addition, investment decisions by investment professionals are reviewed for the
purpose of maintaining uniformity among similar accounts and ensuring that
accounts are treated equitably. Investment professional compensation reflects a
broad contribution in multiple dimensions to long-term investment success for
our clients and is generally not tied specifically to the performance of any
particular client's account, nor is it generally tied directly to the level or
change in level of assets under management.
Allocating Investment Opportunities. The investment professionals at
the Adviser routinely are required to select and allocate investment
opportunities among accounts. The Adviser has adopted policies and procedures
intended to address conflicts of interest relating to the allocation of
investment opportunities. These policies and procedures are designed to ensure
that information relevant to investment decisions is disseminated promptly
within its portfolio management teams and investment opportunities are allocated
equitably among different clients. The policies and procedures require, among
other things, objective allocation for limited investment opportunities (e.g.,
on a rotational basis), and documentation and review of justifications for any
decisions to make investments only for select accounts or in a manner
disproportionate to the size of the account. Portfolio holdings, position sizes,
and industry and sector exposures tend to be similar across similar accounts,
which minimize, the potential for conflicts of interest relating to the
allocation of investment opportunities. Nevertheless, access to portfolio funds
or other investment opportunities may be allocated differently among accounts
due to the particular characteristics of an account, such as size of the
account, cash position, tax status, risk tolerance and investment restrictions
or for other reasons.
The Adviser's procedures are also designed to address potential
conflicts of interest that may arise when the Adviser has a particular financial
incentive, such as a performance-based management fee, relating to an account.
An investment professional may perceive that he or she has an incentive to
devote more time to developing and analyzing investment strategies and
opportunities or allocating securities preferentially to accounts for which the
Adviser could share in investment gains.
To address these conflicts of interest, the Adviser's policies and
procedures require, among other things, the prompt dissemination to investment
professionals of any initial or changed investment recommendations by analysts;
the aggregation of orders to facilitate best execution for all accounts; price
averaging for all aggregated orders; objective allocation for limited investment
opportunities (e.g., on a rotational basis) to ensure fair and equitable
allocation among accounts; and limitations on short sales of securities. These
procedures also require documentation and review of justifications for any
decisions to make investments only for select accounts or in a manner
disproportionate to the size of the account.
Portfolio Manager Compensation
The Adviser's compensation program for portfolio managers is
designed to align with clients' interests, emphasizing each portfolio manager's
ability to generate long-term investment success for the Adviser's clients,
including the Funds. The Adviser also strives to ensure that compensation is
competitive and effective in attracting and retaining the highest caliber
employees.
Portfolio managers receive a base salary, incentive compensation and
contributions to AllianceBernstein's 401(k) plan. Part of the annual incentive
compensation is generally paid in the form of a cash bonus, and part through an
award under the firm's Incentive Compensation Award Plan (ICAP). The ICAP awards
vest over a four-year period. Deferred awards are paid in the form of restricted
grants of the firm's Master Limited Partnership Units, and award recipients have
the ability to receive a portion of their awards in deferred cash. The amount of
contributions to the 401(k) plan is determined at the sole discretion of the
Adviser. On an annual basis, the Adviser endeavors to combine all of the
foregoing elements into a total compensation package that considers industry
compensation trends and is designed to retain its best talent.
The incentive portion of total compensation is determined by
quantitative and qualitative factors. Quantitative factors, which are weighted
more heavily, are driven by investment performance. Qualitative factors are
driven by contributions to the investment process and client success.
The quantitative component includes measures of absolute, relative
and risk-adjusted investment performance. Relative and risk-adjusted returns are
determined based on the benchmark in the Funds' Prospectus and versus peers over
one-, three- and five-year calendar periods, with more weight given to
longer-time periods. Peer groups are chosen by Chief Investment Officers, who
consult with the product management team to identify products most similar to
our investment style and most relevant within the asset class. Portfolio
managers of the Funds do not receive any direct compensation based upon the
investment returns of any individual client account, and compensation is not
tied directly to the level or change in level of assets under management.
Among the qualitative components considered, the most important
include thought leadership, collaboration with other investment colleagues,
contributions to risk-adjusted returns of other portfolios in the firm, efforts
in mentoring and building a strong talent pool and being a good corporate
citizen. Other factors can play a role in determining portfolio managers'
compensation, such as the complexity of investment strategies managed, volume of
assets managed and experience.
The Adviser emphasizes four behavioral competencies--relentlessness,
ingenuity, team orientation and accountability--that support its mission to be
the most trusted advisor to its clients. Assessments of investment professionals
are formalized in a year-end review process that includes 360-degree feedback
from other professionals from across the investment teams and the Adviser.
U.S. Federal Income Taxation of Dividends, Distributions, and the Funds
The following discussion addresses certain U.S. federal income tax
issues concerning the Funds and the purchase, ownership, and disposition of Fund
shares. This discussion does not purport to be complete or to address all
aspects of federal income taxation that may be relevant to shareholders in light
of their particular circumstances, nor to certain types of shareholders subject
to special treatment under the federal income tax laws (for example, banks and
life insurance companies). The following discussion also provides only limited
information about the U.S. federal income tax treatment of shareholders that are
not U.S. shareholders. This discussion is based upon present provision of the
Internal Revenue Code of 1986, as amended (the "Code"), the regulations
promulgated thereunder, and judicial and administrative rulings, all of which
are subject to change, which change may be retroactive. Prospective investors
should consult their own tax advisors with regard to the federal income tax
consequences of the purchase, ownership, or disposition of Fund shares, as well
as the tax consequences arising under the laws of any state, foreign country, or
other taxing jurisdiction.
Cost Basis Reporting. As part of the Energy Improvement and
Extension Act of 2008, mutual funds are required to report to the Internal
Revenue Service the "cost basis" of shares acquired by a shareholder on or after
January 1, 2012 ("covered shares") and subsequently redeemed. These requirements
do not apply to investments through a tax-deferred arrangement, such as a 401(k)
plan or and individual retirement plan. The "cost basis" of a share is generally
its purchase price adjusted for dividends, return of capital, and other
corporate actions. Cost basis is used to determine whether a sale of the shares
results in a gain or loss. The amount of gain or loss recognized by a
shareholder on the sale or redemption of shares is generally the difference
between the cost basis of such shares and their sale price. If you redeem
covered shares during any year, then the Fund will report the cost basis of such
covered shares to the IRS and you on Form 1099-B along with the gross proceeds
received on the redemption, the gain or loss realized on such redemption and the
holding period of the redeemed shares.
Your cost basis in your covered shares is permitted to be
calculated using any one of three alternative methods: Average Cost, First
In-First Out (FIFO) and Specific Share Identification. You may elect which
method you want to use by notifying the Fund. This election may be revoked or
changed by you at any time up to the date of your first redemption of covered
shares. If you do not affirmatively elect a cost basis method then the Fund's
default cost basis calculation method, which is currently the Average Cost
method - will be applied to your account(s). The default method will also be
applied to all new accounts established unless otherwise requested.
If you hold Fund shares through a broker (or another nominee),
please contact that broker (nominee) with respect to the reporting of cost basis
and available elections for your account.
Qualification of the Funds as Regulated Investment Companies
The Funds intend for each taxable year to qualify to be taxed as a
"regulated investment company" under the Code. In order to qualify for the
special tax treatment accorded regulated investment companies and their
shareholders, each Fund must, among other things:
(a) derive at least 90% of its gross income for each taxable year
from (i) dividends, interest, payments with respect to certain securities loans,
and gains from the sale or other disposition of stock, securities or foreign
currencies, or other income (including but not limited to gains from options,
futures, or forward contracts) derived with respect to its business of investing
in such stock, securities, or currencies and (ii) net income derived from
interests in "qualified publicly traded partnerships" (as defined below);
(b) distribute with respect to each taxable year at least 90% of the
sum of its investment company taxable income (as that term is defined in the
Code without regard to the deduction for dividends paid--generally, taxable
ordinary income and the excess, if any, of net short-term capital gains over net
long-term capital losses) and net tax-exempt interest income, for such year; and
(c) diversify its holdings so that, at the end of each quarter of
the Fund's taxable year, (i) at least 50% of the market value of the Fund's
total assets is represented by cash and cash items, U.S. Government securities,
securities of other regulated investment companies, and other securities limited
in respect of any one issuer to a value not greater than 5% of the value of the
Fund's total assets and not more than 10% of the outstanding voting securities
of such issuer, and (ii) not more than 25% of the value of the Fund's total
assets is invested (x) in the securities (other than those of the U.S.
Government or other regulated investment companies) of any one issuer or of two
or more issuers which the Fund controls and which are engaged in the same,
similar, or related trades or businesses, or (y) in the securities of one or
more "qualified publicly traded partnerships" (as defined below). In the case of
the Fund's investments in loan participations, the Fund shall treat a financial
intermediary as an issuer for the purposes of meeting this diversification
requirement.
In general, for purposes of the 90% gross income requirement
described in paragraph (a)(i) above, income derived from a partnership will be
treated as qualifying income only to the extent such income is attributable to
items of income of the partnership which would be qualifying income if realized
by the regulated investment company. However, 100% of the net income derived
from an interest in a "qualified publicly traded partnership" (defined as a
partnership (i) interests in which are traded on an established securities
market or readily tradable on a secondary market or the substantial equivalent
thereof and (ii) that derives less than 90% of its income from the qualifying
income described in paragraph (a) above) will be treated as qualifying income.
In addition, although in general the passive loss rules of the Code do not apply
to regulated investment companies, such rules do apply to a regulated investment
company with respect to items attributable to an interest in a qualified
publicly traded partnership. Finally, for purposes of paragraph (c) above, the
term "outstanding voting securities of such issuer" will include the equity
securities of a qualified publicly traded partnership.
If a Fund qualifies as a regulated investment company that is
accorded special tax treatment, the Fund will not be subject to federal income
tax on income distributed in a timely manner to its shareholders in the form of
dividends (including Capital Gain Dividends, as defined below).
It is the present policy of a Fund to declare dividends from net
investment income daily and distribute monthly and to distribute net realized
capital gains, if any, annually. The amount of any such distributions must
necessarily depend upon the realization by the Fund of income and capital gains
from investments. However, investors should note that a Fund may in certain
circumstances be required to liquidate portfolio investments to make sufficient
distributions to avoid excise tax liability.
A Fund will also avoid the 4% federal excise tax that would
otherwise apply to certain undistributed income for a given calendar year if it
makes timely distributions to shareholders equal to the sum of (i) 98% of its
ordinary income for such year, (ii) 98.2% of its capital gain net income for the
twelve-month period ending on October 31 of such year if later, the last day of
the Fund's taxable year (i.e. November 30 or December 31), if a Fund so elects,
and (iii) any ordinary income or capital gain net income from the preceding
calendar year that was not distributed during such year. For this purpose,
income or gain retained by a Fund that is subject to corporate income tax will
be considered to have been distributed by the Fund during such year. Special
rules apply to foreign currency gains and certain income derived from passive
foreign investment companies for which a Fund has made a "mark-to-market"
election. For federal income and excise tax purposes, dividends declared and
payable to shareholders of record as of a date in October, November or December
but actually paid during the following January will be treated as if paid by the
Fund on December 31 of such earlier calendar year, and will be taxable to these
shareholders in the year declared, and not in the year in which the shareholders
actually receive the dividend.
CORPORATE INCOME SHARES, TAXABLE MULTI-SECTOR INCOME SHARES
Dividends and Distributions. The Funds intend to make timely
distributions of the Funds' taxable income (including any net capital gain) so
that the Funds will not be subject to federal income and excise taxes. Dividends
of the Funds' net ordinary income and distributions of any net realized
short-term capital gain are taxable to shareholders as ordinary income.
Distributions from the Funds that are designated as "qualified
dividend income" will generally be taxable to non-corporate shareholders at the
same preferential tax rates applicable to long-term capital gains, provided that
both the Funds and the shareholder satisfy certain holding period and other
requirements. Based upon the investment policies of the Funds, it is expected
that only a small portion, if any, of the Funds' distributions would be treated
as "qualified dividend income".
Distributions of net capital gain from the sale of investments that
the Funds owned for more than one year and are properly designated by the Funds
as capital gain dividends ("Capital Gain Dividend") are taxable as long-term
capital gain, regardless of how long a shareholder has held shares in the Funds.
Distributions of net capital gain are not eligible for the dividends-received
deduction in the case of corporate shareholders. Any dividend or distribution
received by a shareholder on shares of the Funds will have the effect of
reducing the NAV of such shares by the amount of such dividend or distribution.
Furthermore, a dividend or distribution made shortly after the purchase of such
shares by a shareholder, although in effect a return of capital to that
particular shareholder would be taxable to him or her as described above. The
investment objective of the Funds is such that only a small portion, if any, of
the Funds' distributions is expected to qualify for the dividends-received
deduction for corporate shareholders.
Long-term capital gains are subject to preferential tax rates in the
hands of non-corporate taxpayers.
After the end of the calendar year, the Funds will notify
shareholders of the federal income tax status of any distributions made by the
Funds to shareholders during such year.
Return of Capital Distributions. If the Funds make a distribution in
excess of their current and accumulated "earnings and profits" in any taxable
year, the excess distribution will be treated as a return of capital to the
extent of a shareholder's tax basis in his shares, and thereafter as capital
gain. A return of capital is not taxable, but it reduces the shareholder's tax
basis in his shares, thus reducing any loss or increasing any gain on a
subsequent taxable disposition by the shareholder of his shares.
Dividends and distributions on the Funds' shares are generally
subject to federal income tax as described herein to the extent they do not
exceed the Funds' realized income and gains, even though such dividends and
distributions may economically represent a return of a particular U.S.
shareholder's investment. Such distributions are likely to occur in respect of
shares purchased at a time when the Funds' NAV reflects gains that are either
unrealized, or realized but not distributed. Such realized gains may be required
to be distributed, even when the Funds' NAV also reflects unrealized losses.
Sales, Exchanges and Redemptions. Any gain or loss arising from a
sale, exchange or redemption of Fund shares generally will be capital gain or
loss if the Fund shares are held as a capital asset, and will be long-term
capital gain or loss if the shareholder has held such shares for more than one
year at the time of the sale, exchange or redemption; otherwise it will be
short-term capital gain or loss. If a shareholder has held shares in the Funds
for six months or less and during that period has received a distribution of net
capital gain, any loss recognized by the shareholder on the sale of those shares
during the six-month period will be treated as a long-term capital loss to the
extent of the distribution. In determining the holding period of such shares for
this purpose, any period during which a shareholder's risk of loss is offset by
means of options, short sales or similar transactions is not counted.
Any loss realized by a shareholder on a sale, exchange or redemption
of shares of the Funds will be disallowed to the extent the shares disposed of
are reacquired within a period of 61 days beginning 30 days before and ending 30
days after the shares are sold or exchanged. If a loss is disallowed, then such
loss will be reflected in an upward adjustment to the basis of the shares
acquired.
You are encouraged to consult your tax advisor regarding the
application of the new cost basis reporting rules and, in particular, which cost
basis calculation method you should elect.
Qualified Plans. A dividend or capital gains distribution with
respect to shares of the Funds held by a tax deferred or qualified plan, such as
an individual retirement account, section 403(b)(7) retirement plan or corporate
pension or profit-sharing plan, generally will not be taxable to the plan.
Distributions from such plans will be taxable to individual participants under
applicable tax rules without regard to the character of the income earned by the
qualified plan. Because special tax rules apply to investment through defined
contribution plans and other tax-qualified plans, U.S. shareholders should
consult their tax advisors to determine the suitability of shares of the Fund as
an investment through such plans and the precise effect of an investment on
their particular tax situation.
Backup Withholding. Any distributions and redemption proceeds
payable to a shareholder may be subject to "backup withholding" tax (currently
at a rate of 28%) if such shareholder fails to provide the Funds with his or her
correct taxpayer identification number, fails to make certain required
certifications, or is notified by the Internal Revenue Service (the "IRS") that
he or she is subject to backup withholding. Certain categories of shareholders,
including all corporations, are exempt from such backup withholding. Backup
withholding is not an additional tax; rather, a shareholder generally may obtain
a refund of any amounts withheld under backup withholding rules that exceed such
shareholder's income tax liability by filing a refund claim with the IRS,
provided that the required information is furnished to the IRS.
Zero-Coupon Treasury Securities and Certain Other Debt Obligations.
The Funds may make investments in zero-coupon treasury securities and certain
other debt obligations that will produce income under the original issue
discount rules of the Code. Such income may not be matched with a corresponding
cash receipt by the Fund. Accordingly, the Funds may be required to pay out as
an income distribution each year an amount that is greater than the total amount
of cash interest the Funds actually received. Such distributions will be made
from the cash assets of the Funds or by liquidation of portfolio securities, if
necessary. If a distribution of cash necessitates the liquidation of portfolio
securities, the Adviser will select which securities to sell. The Funds may
realize a gain or loss from such sales. In the event the Funds realize net
capital gains from such transactions, its shareholders may receive a larger
capital gain distribution, if any, than they would have in the absence of such
transactions.
Options, Futures, Forward Contracts and Swap Agreements. The Funds'
transactions in futures contracts, options, swaps, CFDs, foreign currencies and
other derivatives will be subject to special tax rules (including mark to
market, constructive sale, straddle, wash sale and short sale rules), the effect
of which may be to accelerate income to the Funds, defer losses to the Funds,
cause adjustments in the holding periods of the Funds' securities, convert
long-term capital gains into short-term capital gains and convert short-term
capital losses into long-term capital losses. These rules could therefore affect
the amount, timing and character of distributions to shareholders. The Funds'
use of these types of transactions may result in the Funds realizing more
short-term capital gains and ordinary income subject to tax at ordinary income
tax rates than it would if it did not engage in such transactions. The Funds
will endeavor to make any available elections pertaining to such transactions in
a manner believed to be in the best interest of the Funds.
Passive Foreign Investment Companies. Equity investments by the
Funds in certain "passive foreign investment companies" ("PFICs") could
potentially subject the Funds to a U.S. federal income tax (including interest
charges) on distributions received from the company or on proceeds received from
the disposition of shares in the company, which tax cannot be eliminated by
making distributions to Fund shareholders. However, the Funds may elect to avoid
the imposition of that tax. For example, the Funds may elect to treat a PFIC as
a "qualified electing fund" (a "QEF election"), in which case each Fund will be
required to include its share of the company's income and net capital gains
annually, regardless of whether it receives any distribution from the company.
The Funds also may make an election to mark the gains (and to a limited extent
losses) in such holdings "to the market" as though it had sold and repurchased
its holdings in those PFICs on the last day of each Fund's taxable year. Such
gains and losses are treated as ordinary income and loss. The QEF and
mark-to-market elections may accelerate the recognition of income (without the
receipt of cash) and increase the amount required to be distributed by the Funds
to avoid taxation. Making either of these elections therefore may require the
Funds to liquidate other investments (including when it is not advantageous to
do so) to meet its distribution requirement, which also may accelerate the
recognition of gain and affect the Funds' total return. Dividends paid by PFICs
are not eligible to be treated as "qualified dividend income".
State and Local Taxation. Depending on the residence of the
shareholders for tax purposes, distributions may also be subject to state and
local taxes. Rules of state and local taxation regarding qualified dividend
income, ordinary income dividends and capital gain dividends from regulated
investment companies may differ from the U.S. federal income tax rules in other
respects. Shareholders are urged to consult their tax advisers as to the
consequences of these and other state and local tax rules affecting investment
in the Funds.
Most states provide that a regulated investment company may pass
through (without restriction) to its shareholders state and local income tax
exemptions available to direct owners of certain types of U.S. Government
securities (such as U.S. Treasury obligations). Thus, for residents of these
states, distributions derived from the Funds' investment in certain types of
U.S. Government securities should be free from state and local income taxes to
the extent that the interest income from such investments would have been exempt
from state and local taxes if such securities had been held directly by the
respective shareholders. Certain states, however, do not allow a regulated
investment company to pass through to its shareholders the state and local
income tax exemptions available to direct owners of certain types of U.S.
Government securities unless the Fund holds at least a required amount of U.S.
Government securities. Accordingly, for residents of these states, distributions
derived from the Funds' investment in certain types of U.S. Government
securities may not be entitled to the exemptions from state and local income
taxes that would be available if the shareholders had purchased U.S. Government
securities directly. The exemption from state and local income taxes does not
preclude states from asserting other taxes on the ownership of U.S. Government
securities. To the extent that the Funds invest to a substantial degree in U.S.
Government securities which are subject to favorable state and local tax
treatment, shareholders of the Funds will be notified as to the extent to which
distributions from the Funds are attributable to interest on such securities.
Taxation of Foreign Shareholders
The foregoing discussion relates only to United States federal
income tax law as it affects shareholders who are United States citizens or
residents or United States corporations. The effects of federal income tax law
on a shareholder which is a non-resident alien individual or foreign corporation
may be substantially different. A foreign investor should therefore consult his
or her own tax adviser for further information as to the United States federal
income tax consequences of being a shareholder in the Fund.
In general, dividends (other than Capital Gain Dividends) paid by
the Fund to a shareholder that is not a "U.S. person" within the meaning of the
Code (such shareholder, a "foreign person") are subject to withholding of U.S.
federal income tax at a rate of 30% (or lower applicable treaty rate) even if
they are funded by income or gains (such as portfolio interest, short-term
capital gains, or foreign-source dividend and interest income) that, if paid to
a foreign person directly, would not be subject to withholding. However, for
taxable years of the Funds beginning before January 1, 2014, the Funds will not
be required to withhold any amounts (i) with respect to distributions (other
than distributions to a foreign person (w) that has not provided a satisfactory
statement that the beneficial owner is not a U.S. person, (x) to the extent that
the dividend is attributable to certain interest on an obligation if the foreign
person is the issuer or is a 10% shareholder of the issuer, (y) that is within
certain foreign countries that have inadequate information exchange with the
United States, or (z) to the extent the dividend is attributable to interest
paid by a person that is a related person of the foreign person and the foreign
person is a controlled foreign corporation) from U.S.-source interest income
that would not be subject to U.S. federal income tax if earned directly by an
individual foreign person, to the extent such distributions are properly
designated by the Fund ("Interest-Related Dividends"), and (ii) with respect to
distributions (other than distributions to an individual foreign person who is
present in the United States for a period or periods aggregating 183 days or
more during the year of the distribution) of net short-term capital gains in
excess of net long-term capital losses ("Short-Term Capital Gains Dividends"),
in each case to the extent such distributions are properly designated by the
Funds. In the absence of the enactment of legislation extending the expiration
date of these provisions, U.S. withholding tax will be imposed on
Interest-Related Dividends and Short-Term Capital Gains Dividends for taxable
years of the Fund beginning on or after January 1, 2014. There can be no
assurance that such legislation will be enacted.
Depending on the circumstances, each Fund may make such designations
with respect to all, some or none of its potentially eligible dividends and/or
treat such dividends, in whole or in part, as ineligible for this exemption from
withholding. In order to qualify for this exemption from withholding, a foreign
person will need to comply with applicable certification requirements relating
to its non-U.S. status (including, in general, furnishing an IRS Form W-8BEN or
substitute Form). In the case of shares held through an intermediary, the
intermediary may withhold even if the Fund makes a designation with respect to a
payment. Foreign persons should contact their intermediaries with respect to the
application of these rules to their accounts. In addition, as indicated above,
Capital Gain Dividends will not be subject to withholding of U.S. federal income
tax.
If a beneficial holder who is a foreign person has a trade or
business in the United States, and the dividends are effectively connected with
the conduct by the beneficial holder of a trade or business in the United
States, the dividend will be subject to U.S. federal net income taxation at
regular income tax rates.
MUNICIPAL INCOME SHARES, TAX-AWARE REAL RETURN INCOME SHARES
Alternative Minimum Tax. As a matter of fundamental policy,
Municipal Income Shares invests, under normal circumstances, at least 80% of its
net assets in municipal securities that pay interest that is exempt from federal
income tax. Under current federal income tax law, (1) interest on tax-exempt
municipal securities issued after August 7, 1986 which are "specified private
activity bonds", and the proportionate share of any exempt-interest dividend
paid by a regulated investment company that receives interest from such
specified private activity bonds, will be treated as an item of tax preference
for purposes of the AMT imposed on individuals and corporations, though for
regular federal income tax purposes such interest will remain fully tax-exempt,
and (2) interest on all tax-exempt obligations will be included in "adjusted
current earnings" of corporations for AMT purposes. Such private activity bonds
("AMT-Subject Bonds"), which include industrial development bonds and bonds
issued to finance such projects as airports, housing projects, solid waste
disposal facilities, student loan programs and water and sewage projects, have
provided, and may continue to provide, somewhat higher yields than other
comparable municipal securities.
Investors in Municipal Income Shares and Tax-Aware Real Return
Income Shares should consider that, in most instances, no state, municipality or
other governmental unit with taxing power will be obligated with respect to
AMT-Subject Bonds. AMT-Subject Bonds are in most cases revenue bonds and do not
generally have the pledge of the credit or the taxing power, if any, of the
issuer of such bonds. AMT-Subject Bonds are generally limited obligations of the
issuer supported by payments from private business entities and not by the full
faith and credit of a state or any governmental subdivision. Typically the
obligation of the issuer of AMT-Subject bonds is to make payments to bond
holders only out of and to the extent of, payments made by the private business
entity for whose benefit the AMT-Subject Bonds were issued. Payment of the
principal and interest on such revenue bonds depends solely on the ability of
the user of the facilities financed by the bonds to meet its financial
obligations and the pledge, if any, of real and personal property so financed as
security for such payment. It is not possible to provide specific detail on each
of these obligations in which assets of Municipal Income Shares and Tax-Aware
Real Return Income Shares may be invested.
Dividends and Distributions. For shareholders' federal income tax
purposes, distributions to shareholders out of tax-exempt interest income earned
by the Funds are not subject to federal income tax if, at the close of each
quarter of each Fund's taxable year, at least 50% of the value of the Fund's
total assets consists of tax-exempt obligations. The Funds intend to meet this
requirement. Insurance proceeds received by a Fund under any insurance policies
in respect of scheduled interest payments on defaulted municipal securities, as
described herein, will be excludable from gross income in the same manner as
interest payments from the insured municipal securities, and consequently such
insurance proceeds may be included in exempt-interest dividends which are
designated and paid by the Funds.
Substantially all of the dividends paid by the Funds are anticipated
to be exempt from federal income taxes. See, however, "Investment Policies and
Restrictions--Alternative Minimum Tax" above. Shortly after the close of each
calendar year, a notice is sent to each shareholder advising him of the total
dividends paid into his account for the year and the portion of such total that
is exempt from federal income taxes. This portion is determined by the ratio of
the tax-exempt income to total income for the entire year and, thus, is an
annual average rather than a day-by-day determination for each shareholder.
Distributions out of taxable interest income, other investment
income, and short-term capital gains are taxable to shareholders as ordinary
income. Since the Funds' investment income is derived from interest rather than
dividends, no portion of such distributions is eligible for the
dividends-received deduction available to corporations. Furthermore, since the
Funds' investment income is derived from interest rather than dividends, it is
expected that for non-corporate shareholders no portion of such distributions
will be treated as "qualified dividend income" taxable at the same preferential
tax rates applicable to long-term capital gains. Long-term capital gains, if
any, distributed by a Fund to a shareholder are taxable to the shareholder as
long-term capital gain, irrespective such shareholder's holding period in his or
her shares.
If a Fund's distributions exceed its income and capital gains
realized in any year and the Fund has current and accumulated earnings and
profits for federal income tax purposes, then all or a portion of those
distributions may be treated as ordinary income to shareholders for federal
income tax purposes.
After the end of the calendar year, the Funds will notify
shareholders of the federal income tax status of any distributions made by the
Funds to shareholders during such year.
Return of Capital Distributions. If the Funds make a distribution in
excess of their current and accumulated "earnings and profits" in any taxable
year, the excess distribution will be treated as a return of capital to the
extent of the shareholder's tax basis in his or her shares, and thereafter as
capital gain. A return of capital is not taxable, but it reduces the
shareholder's tax basis in his or her shares, thus reducing any loss or
increasing any gain on a subsequent taxable disposition by the shareholder of
his or her shares.
Dividends and distributions on the Funds' shares are generally
subject to federal income tax as described herein to the extent they do not
exceed the Funds' realized income and gains, even though such dividends and
distributions may economically represent a return of a particular U.S.
shareholder's investment. Such distributions are likely to occur in respect of
shares purchased at a time when the Funds' NAV reflects gains that are either
unrealized, or realized but not distributed. Such realized gains may be required
to be distributed, even when the Fund's NAV also reflects unrealized losses.
Sales, Exchanges and Redemptions. Any gain or loss arising from a
sale, exchange or redemption of Fund shares generally will be capital gain or
loss if the Fund shares are held as a capital asset, and will be long-term
capital gain or loss if the shareholder has held such shares for more than one
year at the time of the sale, exchange or redemption; otherwise it will be
short-term capital gain or loss. If a shareholder has held shares in the Funds
for six months or less and during that period has received a distribution of net
capital gain, any loss recognized by the shareholder on the sale of those shares
during the six-month period will be treated as a long-term capital loss to the
extent of the distribution. In determining the holding period of such shares for
this purpose, any period during which a shareholder's risk of loss is offset by
means of options, short sales or similar transactions is not counted.
Any loss realized by a shareholder on a sale, exchange or redemption
of shares of the Funds will be disallowed to the extent the shares disposed of
are reacquired within a period of 61 days beginning 30 days before and ending 30
days after the shares are sold or exchanged. If a loss is disallowed, then such
loss will be reflected in an upward adjustment to the basis of the shares
acquired.
Backup Withholding. Any distributions and redemption proceeds
payable to a shareholder may be subject to "backup withholding" tax (currently
at a rate of 28%) if such shareholder fails to provide the Funds with his or her
correct taxpayer identification number, fails to make certain required
certifications, or is notified by the IRS that he or she is subject to backup
withholding. Certain categories of shareholders, including all corporations, are
exempt from such backup withholding. Backup withholding is not an additional
tax; rather, a shareholder generally may obtain a refund of any amounts withheld
under backup withholding rules that exceed such shareholder's income tax
liability by filing a refund claim with the IRS, provided that the required
information is furnished to the IRS.
Qualified Plans. A dividend or capital gains distribution with
respect to shares of the Funds held by a tax deferred or qualified plan, such as
an individual retirement account, section 403(b)(7) retirement plan or corporate
pension or profit-sharing plan, generally will not be taxable to the plan.
Distributions from such plans will be taxable to individual participants under
applicable tax rules without regard to the character of the income earned by the
qualified plan. Because special tax rules apply to investment through defined
contribution plans and other tax-qualified plans, U.S. shareholders should
consult their tax advisors to determine the suitability of shares of the Funds
as an investment through such plans and the precise effect of an investment on
their particular tax situation.
Zero-Coupon Municipal Securities. Under current federal income tax
law, a Fund will include in its net investment income as interest each year, in
addition to stated interest received on obligations held by the Fund, tax-exempt
interest income attributable to the Fund from holding zero-coupon municipal
securities. Current federal income tax law requires that a holder (such as the
Funds) of a zero-coupon municipal security accrue as income each year a portion
of the original issue discount (i.e., the amount equal to the excess of the
stated redemption price of the security at maturity over its issue price)
attributable to such obligation even though the Funds do not receive interest
payments in cash on the security during the year which reflect the accrued
discount. As a result of the above rules, in order to make the distributions
necessary for the Funds not to be subject to federal income or excise taxes, the
Funds may be required to pay out as an income distribution each year an amount
greater than the total amount of cash which the Funds have actually received as
interest during the year. Such distributions will be made from the cash assets
of the Funds, from borrowings or by liquidation of portfolio securities, if
necessary. If a distribution of cash necessitates the liquidation of portfolio
securities, the Adviser will select which securities to sell. The Funds may
realize a gain or loss from such sales. In the event the Funds realize capital
gains from such sales, their shareholders may receive larger distributions than
they would receive in the absence of such sales.
Options, Futures, Forward Contracts and Swap Agreements. The Funds'
transactions in futures contracts, options, swaps, CFDs, foreign currencies and
other derivatives will be subject to special tax rules (including mark to
market, constructive sale, straddle, wash sale and short sale rules), the effect
of which may be to accelerate income to the Funds, defer losses to the Funds,
cause adjustments in the holding periods of the Funds' securities, convert
long-term capital gains into short-term capital gains and convert short-term
capital losses into long-term capital losses. These rules could therefore affect
the amount, timing and character of distributions to shareholders. The Funds'
use of these types of transactions may result in the Funds realizing more
short-term capital gains and ordinary income subject to tax at ordinary income
tax rates than it would if it did not engage in such transactions. The Funds
will endeavor to make any available elections pertaining to such transactions in
a manner believed to be in the best interest of the Funds.
State and Local Taxation. Shareholders may be subject to state and
local taxes on distributions from the Fund, including distributions which are
exempt from Federal income taxes. Each investor should consult his own tax
adviser to determine the tax status of distributions from the Fund in his
particular state and locality.
GENERAL INFORMATION
Description of the Fund
The Funds are series companies of the Company, a Massachusetts
business trust organized on January 26, 2004.
The Funds are authorized to issue an unlimited number of shares of
beneficial interest. All shares participate equally in dividends and
distributions of each Fund, including any distributions in the event of a
liquidation and upon redeeming shares, will receive the then current NAV of the
Fund represented by the redeemed shares. Each Fund share is entitled to one vote
for all purposes. There are no conversion or preemptive rights in connection
with any shares of the Fund. All shares of the Funds when duly issued will be
fully paid and non-assessable.
The Board may, without shareholder approval, increase or decrease
the number of authorized but unissued shares of the Funds.
The Board is authorized to reclassify and issue any unissued shares
to any number of future portfolios of the Company without shareholder approval.
Accordingly, the Trustees in the future, for reasons such as the desire to
establish one or more additional portfolios with different investment
objectives, policies or restrictions, may create additional series of shares.
Any issuance of shares of another series would be governed by the 1940 Act and
the laws of the Commonwealth of Massachusetts. If shares of another series were
issued in connection with the creation of one or more additional portfolios,
each share of any series would normally be entitled to one vote for all
purposes. Generally, shares of all series would vote as a single series for the
election of Trustees and on any other matter that affected both series in
substantially the same manner. As to matters affecting each series differently,
such as approval of the Investment Advisory Agreement and changes in investment
policy, shares of each portfolio would vote as separate series.
It is anticipated that annual shareholder meetings will not be held;
shareholder meetings will be held when required by federal or state law or in
accordance with an undertaking by the Adviser to the SEC. Shareholders have
available certain procedures for the removal of Trustees.
Shareholder and Trustee Liability
Under Massachusetts law shareholders could, under certain
circumstances, be held personally liable for the obligations of the Company.
However, the Declaration of Trust disclaims shareholder liability for acts or
obligations of the Company and requires that notice of such disclaimer be given
in each agreement, obligation, or instrument entered into or executed by the
Company or the Trustees. The Declaration of Trust provides for indemnification
out of the Funds' property for all loss and expense of any shareholder of the
Funds held liable on account of being or having been a shareholder. Thus, the
risk of a shareholder incurring financial loss on account of shareholder
liability is limited to circumstances in which the Fund of which he or she was a
shareholder would be unable to meet its obligations.