THE LAZARD FUNDS, INC.
30 Rockefeller Plaza
New York, New York 10112-6300
(800) 823-6300
STATEMENT OF ADDITIONAL INFORMATION
August 29, 2014
The Lazard Funds, Inc. (the “Fund”)
is a no-load, open-end management investment company known as a mutual fund. This Statement of Additional Information (“SAI”),
which is not a prospectus, supplements and should be read in conjunction with the current Prospectus of the Fund, dated August
29, 2014, as may be revised or supplemented from time to time (the “Prospectus”), relating to the following twenty-nine
portfolios (individually, a “Portfolio” and collectively, the “Portfolios”):
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Institutional Shares |
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Open Shares |
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R6 Shares |
| Equity |
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Lazard US Equity Concentrated Portfolio
(“Equity Concentrated Portfolio”) |
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LEVIX |
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LEVOX |
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RLUEX |
Lazard US Strategic Equity Portfolio
(“Strategic Equity Portfolio”) |
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LZUSX |
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LZUOX |
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RLUSX |
Lazard US Mid Cap Equity Portfolio
(“Mid Cap Portfolio”) |
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LZMIX |
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LZMOX |
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RLMCX |
Lazard US Small-Mid Cap Equity Portfolio
(“Small-Mid Cap Portfolio”) |
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LZSCX |
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LZCOX |
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RLSMX |
Lazard Fundamental Long/Short Portfolio
(“Long/Short Portfolio”) |
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LLSIX |
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LLSOX |
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RFLSX |
Lazard International Equity Portfolio
(“International Equity Portfolio”) |
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LZIEX |
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LZIOX |
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RLIEX |
Lazard International Equity Concentrated Portfolio
(“International Equity Concentrated Portfolio”) |
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LCNIX |
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LCNOX |
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RICNX |
Lazard International Equity Select Portfolio
(“International Equity Select Portfolio”) |
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LZSIX |
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LZESX |
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RLIQX |
Lazard International Strategic Equity Portfolio
(“International Strategic Portfolio”) |
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LISIX |
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LISOX |
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RLITX |
Lazard International Small Cap Equity Portfolio
(“International Small Cap Portfolio”) |
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LZISX |
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LZSMX |
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RLICX |
Lazard Global Equity Select Portfolio
(“Global Equity Select Portfolio”) |
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GESIX |
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GESOX |
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RLGEX |
Lazard Global Strategic Equity Portfolio
(“Global Strategic Portfolio”) |
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LSTIX |
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LSTOX |
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RGSTX |
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| Emerging Markets |
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Lazard Emerging Markets Core Equity Portfolio
(“Emerging Markets Core Portfolio”) |
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ECEIX |
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ECEOX |
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RLEOX |
Lazard Emerging Markets Equity Portfolio
(“Emerging Markets Portfolio”) |
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LZEMX |
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LZOEX |
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RLEMX |
Lazard Developing Markets Equity Portfolio
(“Developing Markets Portfolio”) |
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LDMIX |
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LDMOX |
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RLDMX |
Lazard Emerging Markets Equity Blend Portfolio
(“Emerging Markets Blend Portfolio”) |
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EMBIX |
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EMBOX |
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RLEBX |
Lazard Emerging Markets Multi Asset Portfolio
(“Emerging Markets Multi Asset Portfolio”) |
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EMMIX |
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EMMOX |
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RLMSX |
Lazard Emerging Markets Debt Portfolio
(“Emerging Markets Debt Portfolio”) |
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LEDIX |
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LEDOX |
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RLEDX |
Lazard Emerging Markets Income Portfolio
(“Emerging Markets Income Portfolio”) |
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LEIIX |
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LEIOX |
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RLEIX |
Lazard Explorer Total Return Portfolio
(“Explorer Total Return Portfolio”) |
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LETIX |
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LETOX |
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RLETX |
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Institutional Shares |
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Open Shares |
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R6 Shares |
| Fixed Income |
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Lazard US Corporate Income Portfolio
(“Corporate Income Portfolio”) |
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LZHYX |
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LZHOX |
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RLCIX |
Lazard US Short Duration Fixed Income Portfolio
(“Short Duration Fixed Income Portfolio”) |
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UMNIX |
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UMNOX |
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RLSDX |
Lazard Global Fixed Income Portfolio
(“Global Fixed Income Portfolio”) |
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LZGIX |
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LZGOX |
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RLGFX |
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| Real Assets1 |
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Lazard Global Listed Infrastructure Portfolio
(“Global Listed Infrastructure Portfolio”) |
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GLIFX |
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GLFOX |
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RLGLX |
Lazard US Realty Income Portfolio
(“Realty Income Portfolio”) |
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LRIIX |
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LRIOX |
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RLRIX |
Lazard US Realty Equity Portfolio
(“Realty Equity Portfolio”) |
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LREIX |
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LREOX |
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RLREX |
Lazard Global Realty Equity Portfolio
(“Global Realty Portfolio”) |
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LITIX |
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LITOX |
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RLGRX |
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| Asset Allocation |
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Lazard Capital Allocator Opportunistic Strategies Portfolio
(“Capital Allocator Portfolio”) |
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LCAIX |
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LCAOX |
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RLCPX |
Lazard Global Dynamic Multi Asset Portfolio
(“Dynamic Portfolio”) |
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N/A |
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N/A |
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N/A |
The Dynamic Portfolio had not commenced operations as of
the date of this SAI, and the Long/Short, International Equity Concentrated, Global Strategic and Emerging Markets Income Portfolios
had not commenced operations as of December 31, 2013, so certain information in this SAI is not provided for these Portfolios.
Each Portfolio currently offers Institutional Shares and Open
Shares, and certain Portfolios offer R6 shares. Each share class is identical except as to minimum investment requirements; eligibility
requirements for R6 Shares; the services offered to, and expenses borne by, each Class; and the availability of Service Payments
(as defined in the Prospectus).
To obtain a copy of the Fund’s Prospectus, please write
or call the Fund at the address and telephone number above or go to www.LazardNet.com/lam/us/lazardfunds.shtml.
The Fund’s most recent Annual Report and Semi-Annual Report
to Shareholders are separate documents supplied with this SAI, and the financial statements, accompanying notes and report of independent
registered public accounting firm appearing in the Annual Report are incorporated by reference into this SAI.
| 1 |
The Realty Income, Realty Equity and Global Realty Portfolios are referred to collectively as the “Realty
Portfolios.” |
TABLE
OF CONTENTS
The Fund is a Maryland corporation organized on May 17, 1991.
Each Portfolio is a separate series of the Fund, an open-end management investment company, known as a mutual fund. Each Portfolio,
other than the Equity Concentrated, Long/Short, International Equity Concentrated, Emerging Markets Debt, Emerging Markets Income,
Explorer Total Return, Realty Equity and Global Realty Portfolios, is a diversified investment company, which means that, with
respect to 75% of its total assets, the Portfolio will not invest more than 5% of its total assets in the securities of any single
issuer nor hold more than 10% of the outstanding voting securities of any single issuer.
Lazard Asset Management LLC serves as the investment manager
(the “Investment Manager”) to each of the Portfolios.
Lazard Asset Management Securities LLC (the “Distributor”)
is the distributor of each Portfolio’s shares.
Investments,
Investment Techniques and Risks
The following information supplements and should be read in
conjunction with the Fund’s Prospectus.
Equity Securities
Common and preferred stocks and other equity securities, such
as common limited partnership units, represent ownership interests in a company. Generally, preferred stock has a specified dividend
and ranks after bonds and before common stocks in its claim on income for dividend payments and on assets should the company be
liquidated. After other claims are satisfied, common stockholders and other common equity owners participate in company profits
on a pro-rata basis; profits may be paid out in dividends or reinvested in the company to help it grow. Equity securities, including
common stock, preferred stock, convertible securities and warrants, fluctuate in value, often based on factors unrelated to the
value of the issuer of the securities, and such fluctuations can be pronounced. Increases and decreases in earnings are usually
reflected in the price of a company’s common equity securities, so common equity securities generally have the greatest appreciation
and depreciation potential of all corporate securities. While common stockholders usually have voting rights on a number of significant
matters, other types of equity securities, such as preferred stock and common limited partnership units, may not ordinarily have
voting rights.
Preferred Stocks. There are two basic types of preferred
securities, traditional and hybrid-preferred securities. Traditional preferred securities consist of preferred stock issued by
an entity taxable as a corporation. Preferred stocks, which may offer fixed or floating rate dividends, are perpetual instruments
and considered equity securities. Preferred securities are subordinated to senior debt instruments in a company’s capital
structure, in terms of priority to corporate income and claim to corporate assets, and therefore will be subject to greater credit
risk than debt instruments. Alternatively, hybrid-preferred securities may be issued by corporations, generally in the form of
interest-bearing notes with preferred securities characteristics, or by an affiliated trust or partnership of the corporation,
generally in the form of preferred interests in subordinated debentures or similarly structured securities. The hybrid-preferred
securities market consists of both fixed and adjustable coupon rate securities that are either perpetual in nature or have stated
maturity dates. Hybrid-preferred securities are considered debt securities. Due to their similar attributes, the Investment Manager
also considers senior debt perpetual issues, certain securities with convertible features as well as exchange-listed senior debt
issues that trade with attributes of exchange-listed perpetual and hybrid-preferred securities to be part of the broader preferred
securities market.
Traditional Preferred Securities. Traditional preferred
securities pay fixed or floating dividends to investors and have “preference” over common stock in the payment of dividends
and the liquidation of a company’s assets. This means that a company must pay dividends on preferred stock before paying
any dividends on its common stock. In order to be payable, distributions on such preferred securities must be declared by the issuer’s
board of directors. Income payments on preferred securities may be cumulative, causing dividends and distributions to accumulate
even if not declared by the board of directors or otherwise made payable. In such a case, all accumulated dividends must be paid
before any dividend on the common stock can be paid. However, many traditional preferred stocks are non-cumulative, in which case
dividends do not accumulate and need not ever be paid. A Portfolio may invest in non-cumulative preferred securities, whereby the
issuer does not have an obligation to make up any missed payments to its stockholders. There is no assurance that dividends or
distributions on the traditional preferred securities in which
a Portfolio may invest will be declared or otherwise made payable.
Preferred securities may also contain provisions under which payments must be stopped (i.e., stoppage is compulsory, not
discretionary). The conditions under which this occurs may relate to, for instance, capitalization levels. Hence, if a company
incurs significant losses that deplete retained earnings automatic payment stoppage could occur. In some cases the terms of the
preferred securities provide that the issuer would be obligated to attempt to issue common shares to raise funds for the purpose
of making the preferred payments. However, there is no guarantee that the issuer would be successful in placing common shares.
Preferred stockholders usually have no right to vote for corporate
directors or on other matters. Shares of traditional preferred securities have a liquidation preference that generally equals the
original purchase price at the date of issuance. The market value of preferred securities may be affected by, among other factors,
favorable and unfavorable changes impacting the issuer or industries in which they operate, movements in interest rates and inflation,
and the broader economic and credit environments, and by actual and anticipated changes in tax laws, such as changes in corporate
and individual income tax rates. Because the claim on an issuer’s earnings represented by traditional preferred securities
may become onerous when interest rates fall below the rate payable on such securities, the issuer may redeem the securities. Thus,
in declining interest rate environments in particular, a Portfolio’s holdings of higher rate-paying fixed rate preferred
securities may be reduced, and the Portfolio may be unable to acquire securities of comparable credit quality paying comparable
rates with the redemption proceeds.
Pursuant to the dividends received deduction, corporations may
generally deduct 70% of the income they receive from dividends on traditional preferred securities issued by domestic corporations
that are paid out of earnings and profits of the issuer. However, not all traditional preferred securities pay dividends that are
eligible for the dividends received deduction, including preferred securities issued by real estate investment trusts (“REITs”).
Individuals will generally be taxed at long-term capital gain rates on qualified dividend income. However, not all traditional
preferred securities will provide significant benefits under the rules relating to qualified dividend income, including preferred
securities issued by REITs.
Hybrid-Preferred Securities. Hybrid-preferred securities
are typically junior and fully subordinated liabilities of an issuer or the beneficiary of a guarantee that is junior and fully
subordinated to the other liabilities of the guarantor. In addition, hybrid-preferred securities typically permit an issuer to
defer the payment of income for eighteen months or more without triggering an event of default. Generally, the maximum deferral
period is five years. Because of their subordinated position in the capital structure of an issuer, the ability to defer payments
for extended periods of time without default consequences to the issuer, and certain other features (such as restrictions on common
dividend payments by the issuer or ultimate guarantor when full cumulative payments on the hybrid preferred securities have not
been made), these hybrid-preferred securities are often treated as close substitutes for traditional preferred securities, both
by issuers and investors. Hybrid-preferred securities have many of the key characteristics of equity due to their subordinated
position in an issuer’s capital structure and because their quality and value are heavily dependent on the profitability
of the issuer rather than on any legal claims to specific assets or cash flows. Hybrid-preferred securities include, but are not
limited to, types of securities referred to as trust preferred securities, trust-originated preferred securities, monthly- or quarterly-income
bond, debt or preferred securities, corporate trust securities and other similarly structured securities.
Hybrid-preferred securities are typically issued with a final
maturity date. In certain instances, a final maturity date may be extended and/or the final payment of principal may be deferred
at the issuer’s option for a specified time without default. No redemption can typically take place unless all cumulative
payment obligations have been met, although issuers may be able to engage in open-market repurchases without regard to whether
all payments have been paid.
Many hybrid-preferred securities are issued by trusts or other
special purpose entities established by operating companies and are not a direct obligation of an operating company. At the time
the trust or special purpose entity sells such preferred securities to investors, it purchases debt of the operating company (with
terms comparable to those of the trust or special purpose entity securities), which enables the operating company to deduct for
tax purposes the interest paid on the debt held by the trust or special purpose entity. The trust or special purpose entity is
generally required to be treated as transparent for US federal income tax purposes such that the holders of the trust preferred
securities are treated as owning beneficial interests in the underlying debt of the operating company. Accordingly, payments on
the hybrid-preferred securities are generally treated as interest rather than dividends for
US federal income tax purposes and, as such, are not eligible
for the dividends received deduction or the reduced rates of tax that apply to qualified dividend income. The trust or special
purpose entity in turn would be a holder of the operating company’s debt and would have priority with respect to the operating
company’s earnings and profits over the operating company’s common stockholders, but would typically be subordinated
to other classes of the operating company’s debt. Typically a preferred security has a credit rating that is lower than that
of its corresponding operating company’s senior debt securities.
Within the category of hybrid-preferred securities are senior
debt instruments that trade in the broader preferred securities market. These debt instruments, which are sources of long-term
capital for the issuers, have structural features similar to other preferred securities such as maturities ranging from 30 years
to perpetuity, call features, quarterly payments, exchange listings and the inclusion of accrued interest in the trading price.
In some cases traditional and hybrid securities may include
loss absorption provisions that make the securities more equity like. Events in global financial markets in recent periods have
caused regulators to review the function and structure of preferred securities more closely. While loss absorption language is
relatively rare in the preferred market today, it may become much more prevalent.
In one version of a preferred security with loss absorption
characteristics, the liquidation value of the security may be adjusted downward to below the original par value under certain circumstances.
This may occur, for instance, in the event that business losses have eroded capital to a substantial extent. The write down of
the par value would occur automatically and would not entitle the holders to seek bankruptcy of the company. Such securities may
provide for circumstances under which the liquidation value may be adjusted back up to par, such as an improvement in capitalization
and/or earnings.
Another preferred structure with loss absorption characteristics
is the contingent capital security (sometimes referred to as “CoCo’s”). These securities provide for mandatory
conversion into common shares of the issuer under certain circumstances. The mandatory conversion might relate, for instance, to
maintenance of a capital minimum, whereby falling below the minimum would trigger automatic conversion. Since the common stock
of the issuer may not pay a dividend, investors in these instruments could experience a reduced income rate, potentially to zero;
and conversion would deepen the subordination of the investor, hence worsening standing in a bankruptcy. In addition, some such
instruments have a set stock conversion rate that would cause an automatic write-down of capital if the price of the stock is below
the conversion price on the conversion date.
Preferred securities may be subject to changes in regulations
and there can be no assurance that the current regulatory treatment of preferred securities will continue.
Convertible Securities. Convertible securities may be
converted at either a stated price or stated rate into underlying shares of common stock. Convertible securities have characteristics
similar to both fixed-income and equity securities. Convertible securities generally are subordinated to other similar but non-convertible
securities of the same issuer, although convertible bonds, as corporate debt obligations, enjoy seniority in right of payment to
all equity securities, and convertible preferred stock is senior to common stock, of the same issuer. Because of the subordination
feature, however, convertible securities typically have lower ratings than similar non-convertible securities.
A convertible security may be subject to redemption at the option
of the issuer at a price established in a charter provision, indenture or other governing instrument pursuant to which the convertible
security was issued. If a convertible security held by a Portfolio is called for redemption, the Portfolio will be required to
redeem the security, convert it into the underlying common stock or sell it to a third party. Certain convertible debt securities
may provide a put option to the holder which entitles the holder to cause the security to be redeemed by the issuer at a premium
over the stated principal amount of the debt security under certain circumstances.
Although to a lesser extent than with fixed-income securities,
the market value of convertible securities tends to decline as interest rates increase and, conversely, tends to increase as interest
rates decline. In addition, because of the conversion feature, the market value of convertible securities tends to vary with fluctuations
in the market value of the underlying common stock. A unique feature of convertible securities is that as the market price of the
underlying common stock declines, convertible securities tend to trade increasingly on a yield basis and so may not
experience market value declines to the same extent as the underlying
common stock. When the market price of the underlying common stock increases, the prices of the convertible securities tend to
rise as a reflection of the value of the underlying common stock. While no securities investments are without risk, investments
in convertible securities generally entail less risk than investments in common stock of the same issuer.
Convertible securities provide for a stable stream of income
with generally higher yields than common stocks, but there can be no assurance of current income because the issuers of the convertible
securities may default on their obligations. A convertible security, in addition to providing fixed income, offers the potential
for capital appreciation through the conversion feature, which enables the holder to benefit from increases in the market price
of the underlying common stock. There can be no assurance of capital appreciation, however, because securities prices fluctuate.
Convertible securities generally offer lower interest or dividend yields than non-convertible securities of similar quality because
of the potential for capital appreciation.
Warrants. A warrant is a form of derivative that gives
the holder the right to subscribe to a specified amount of the issuing corporation’s capital stock at a set price for a specified
period of time. Each Portfolio, other than the Realty Portfolios, may invest up to 5% of its total assets in warrants, except that
this limitation does not apply to warrants purchased by the Portfolio that are sold in units with, or attached to, other securities.
The Realty Portfolios may invest in warrants as described in the Prospectus.
Initial Public Offerings (All Portfolios, except the Emerging
Markets Debt, Emerging Markets Income, Explorer Total Return, Corporate Income, Short Duration Fixed Income and Global Fixed Income
Portfolios). Each of these Portfolios may purchase securities of companies in initial
public offerings (“IPOs”) or shortly thereafter. An IPO is a company’s first offering of equity securities to
the public. Shares are given a market value reflecting expectations for the corporation’s future growth. Special rules of
the Financial Industry Regulatory Authority, Inc. (“FINRA”) apply
to the distribution of IPOs. Companies offering securities in IPOs generally have limited operating histories and may involve greater
investment risk. The prices of these companies’ securities may be very volatile, rising and falling rapidly, sometimes based
solely on investor perceptions rather than economic reasons. IPO securities will be sold when the Investment Manager believes the
price has reached full value. IPO securities may be sold by a Portfolio on the same day the Portfolio receives an allocation.
Fixed-Income Securities
The Emerging Markets Multi Asset, Emerging Markets Debt, Emerging
Markets Income, Explorer Total Return, Corporate Income, Short Duration Fixed Income, Global Fixed Income, Realty Income, Realty
Equity, Global Realty, Capital Allocator and Dynamic Portfolios may invest in fixed-income securities as described in the Prospectus.
In addition, the Equity Concentrated and Strategic Equity Portfolios each may invest up to 20% of its assets in US Government securities
and investment grade fixed-income securities of US corporations; the Mid Cap, Small-Mid Cap and International Small Cap Portfolios
each may invest up to 20% of its assets in investment grade fixed-income securities; and the International Equity, International
Equity Concentrated, International Equity Select, International Strategic, Global Strategic and Global Listed Infrastructure Portfolios
each may invest up to 20% of its assets in investment grade fixed-income securities and short-term money market instruments. See
also “Money Market Instruments; Temporary Defensive Positions” below.
Fixed-income securities include interest-bearing securities,
such as corporate debt securities. Interest-bearing securities are investments which promise a stable stream of income, although
the prices of such securities are inversely affected by changes in interest rates and, therefore, are subject to interest rate
risk, as well as the risk of unrelated market price fluctuations. Fixed-income securities may have various interest rate payment
and reset terms, including fixed rate, adjustable rate, zero coupon, contingent, deferred, payment in kind and auction rate features.
Certain securities, such as those with interest rates that fluctuate directly or indirectly based on multiples of a stated index,
are designed to be highly sensitive to changes in interest rates and can subject the holders thereof to extreme reductions of yield
and possibly loss of principal. Certain fixed income securities may be issued at a discount from their face value or purchased
at a price less than their stated face amount or at a price less than their issue price plus the portion of “original issue
discount” previously accrued thereon, i.e., purchased at a “market discount.” The amount of original issue
discount and/or market discount on certain obligations may be significant, and accretion of market discount together with original
issue discount will cause a Portfolio to realize income prior to the receipt of cash payments with respect to these securities.
To maintain its qualification as a regulated investment company and
avoid liability for federal income taxes, a Portfolio may be
required to distribute such income accrued with respect to these securities and may have to dispose of portfolio securities under
disadvantageous circumstances in order to generate cash to satisfy these distribution requirements. The rate of return or return
of principal on some debt obligations may be linked or indexed to the level of exchange rates between the US dollar and a foreign
currency or currencies. Such securities may include those whose principal amount or redemption price is indexed to, and thus varies
directly with, changes in the market price of certain commodities, including gold bullion or other precious metals.
The values of fixed-income securities also may be affected by
changes in the credit rating or financial condition of the issuer. Fixed-income securities rated below investment grade by Moody’s
Investors Service, Inc. (“Moody’s”) or Standard & Poor’s Ratings Services (“S&P” and
together with Moody’s, the “Rating Agencies”) may be subject to greater risks with respect to the issuing entity
and to greater market fluctuations than certain lower yielding, higher-rated fixed-income securities. See “Lower-Rated Securities”
below for a discussion of those securities.
As a measure of a fixed-income security’s cash flow, duration
is an alternative to the concept of “term to maturity” in assessing the price volatility associated with changes in
interest rates (interest rate risk). Generally, the longer the duration, the more volatility an investor should expect. For example,
the market price of a bond with a duration of three years would be expected to decline 3% if interest rates rose 1%. Conversely,
the market price of the same bond would be expected to increase 3% if interest rates fell 1%. The market price of a bond with a
duration of six years would be expected to increase or decline twice as much as the market price of a bond with a three-year duration.
Duration is a way of measuring a security’s maturity in terms of the average time required to receive the present value of
all interest and principal payments as opposed to its term to maturity. The maturity of a security measures only the time until
final payment is due; it does not take account of the pattern of a security’s cash flows over time, which would include how
cash flow is affected by prepayments and by changes in interest rates. Incorporating a security’s yield, coupon interest
payments, final maturity and option features into one measure, duration is computed by determining the weighted average maturity
of a bond’s cash flows, where the present values of the cash flows serve as weights. In computing the duration of a Portfolio,
the Investment Manager will estimate the duration of obligations that are subject to features such as prepayment or redemption
by the issuer, put options retained by the investor or other embedded options, taking into account the influence of interest rates
on prepayments and coupon flows.
Average weighted maturity is the length of time, in days or
years, until the securities held by a Portfolio, on average, will mature or be redeemed by their issuers. The average maturity
is weighted according to the dollar amounts invested in the various securities by the Portfolio. In general, the longer a Portfolio’s
average weighted maturity, the more its share price will fluctuate in response to changing interest rates.
For purposes of calculating average effective portfolio maturity,
a security that is subject to redemption at the option of the issuer on a particular date (the “call date”) which is
prior to the security’s stated maturity may be deemed to mature on the call date rather than on its stated maturity date.
The call date of a security will be used to calculate average effective portfolio maturity when the Investment Manager reasonably
anticipates, based upon information available to it, that the issuer will exercise its right to redeem the security. The Investment
Manager may base its conclusion on such factors as the interest rate paid on the security compared to prevailing market rates,
the amount of cash available to the issuer of the security, events affecting the issuer of the security, and other factors that
may compel or make it advantageous for the issuer to redeem a security prior to its stated maturity.
US Government Securities. US Government securities are
issued or guaranteed by the US Government or its agencies or instrumentalities. US Government securities include Treasury bills,
Treasury notes and Treasury bonds, which differ in their interest rates, maturities and times of issuance. Treasury bills have
initial maturities of one year or less; Treasury notes have initial maturities of one to ten years; and Treasury bonds generally
have initial maturities of greater than ten years. Some obligations issued or guaranteed by US Government agencies and instrumentalities
are supported by the full faith and credit of the US Treasury; others by the right of the issuer to borrow from the Treasury; others
by discretionary authority of the US Government to purchase certain obligations of the agency or instrumentality; and others only
by the credit of the agency or instrumentality. These securities bear fixed, floating or variable rates of interest. While the
US Government currently provides financial support to such US Government-sponsored agencies or instrumentalities, no assurance
can be given that it will always do so, since it is not so obligated by law. A security backed by the US Treasury or the full faith
and credit of the United
States is guaranteed only as to timely payment of interest and
principal when held to maturity. Neither the market value nor a Portfolio’s share price is guaranteed.
On August 5, 2011, S&P lowered its long-term sovereign credit
rating for the United States of America to “AA+” from “AAA.” The value of shares of a Portfolio that invests
in US government obligations may be adversely affected by S&P’s downgrade or any future downgrades of the US government’s
credit rating. While the long-term impact of the downgrade is uncertain, it could, for example, lead to increased volatility in
the short-term.
Corporate Debt Securities. Corporate debt securities
include corporate bonds, debentures, notes and other similar instruments, including certain convertible securities. Corporate debt
securities may be acquired with warrants attached to purchase additional fixed-income securities at the same coupon rate. A decline
in interest rates would permit a Portfolio to buy additional bonds at the favorable rate or to sell the warrants at a profit. If
interest rates rise, the warrants would generally expire with no value. Corporate income-producing securities also may include
forms of preferred or preference stock, which may be considered equity securities. The rate of interest on a corporate debt security
may be fixed, floating or variable, and may vary inversely with respect to a reference rate such as interest rates or other financial
indicators.
Ratings of Securities. Subsequent to its purchase by
a Portfolio, an issue of rated securities may cease to be rated or its rating may be reduced below any minimum that may be required
for purchase by the Portfolio. Once the rating of a portfolio security has been changed or a rated security has ceased to be rated,
a Portfolio will consider all circumstances deemed relevant in determining whether to continue to hold the security. To the extent
the ratings given by a Rating Agency for any securities change as a result of changes in such organizations or their rating systems,
a Portfolio will attempt to use comparable ratings as standards for its investments in accordance with any investment policies
described in such Portfolio’s prospectus and this SAI. The ratings of the Rating Agencies represent their opinions as to
the quality of the securities which they undertake to rate. It should be emphasized, however, that ratings are relative and subjective
and are not absolute standards of quality. Although these ratings may be an initial criterion for selection of portfolio investments,
the Investment Manager also will evaluate these securities and the creditworthiness of the issuers of such securities based upon
financial and other available information.
Lower-Rated Securities (the Emerging Markets Multi Asset,
Emerging Markets Debt, Emerging Markets Income, Explorer Total Return, Corporate Income, Short Duration Fixed Income, Global Fixed
Income, Realty Income, Realty Equity, Global Realty and Dynamic Portfolios only). Fixed-income securities rated below investment
grade, such as those rated Ba by Moody’s or BB by S&P, and as low as those rated Caa/CCC by a Rating Agency at the time
of purchase (commonly known as “high yield” or “junk bonds”), or, if unrated, deemed to be of comparable
quality by the Investment Manager, though higher yielding, are characterized by higher risk. See Appendix A for a general description
of securities ratings. These securities may be subject to certain risks with respect to the issuing entity and to greater market
fluctuations than certain lower yielding, higher-rated securities. These securities generally are considered by the Rating Agencies
to be, on balance, predominantly speculative with respect to the issuer’s ability to make principal and interest payments
in accordance with the terms of the obligation and generally will involve more credit risk than securities in the higher rating
categories. Such securities’ higher yield compared to yields of securities rated investment grade is what the investor receives
in return for bearing greater credit risk. The higher credit risk associated with below investment grade securities potentially
can have a greater effect on the value of such securities than may be the case with higher quality issues of comparable maturity,
and, to the extent a Portfolio invests in such securities, will be a substantial factor in the Portfolio’s relative share
price volatility. The ratings of the Rating Agencies represent their opinions as to the quality of the obligations which they undertake
to rate. It should be emphasized, however, that ratings are relative and subjective and are not absolute standards of quality and,
although ratings may be useful in evaluating the safety of interest and principal payments, they do not evaluate the market value
risk of these securities. The Portfolios will rely on the judgment, analysis and experience of the Investment Manager in evaluating
the creditworthiness of an issuer. The Corporate Income Portfolio typically invests a substantial portion of its assets, and may
invest up to 100% of its assets, in securities rated, at the time of purchase, below investment grade by S&P or Moody’s
and as low as C or Ca by S&P or Moody’s, respectively, or the unrated equivalent as determined by the Investment Manager
(“junk bonds”). The Global Fixed Income Portfolio is limited to investing 15% of its assets in securities that are
rated below investment grade or the unrated equivalent as determined by the Investment Manager. Each of the Realty Portfolios is
limited to investing 20% of its assets in non-investment grade fixed income obligations.
Bond prices are inversely related to interest rate changes;
however, bond price volatility also may be inversely related to coupon. Accordingly, below investment grade securities may be relatively
less sensitive to interest rate changes than higher quality securities of comparable maturity, because of their higher coupon.
Companies that issue certain of these securities often are highly
leveraged and may not have available to them more traditional methods of financing. Therefore, the risk associated with acquiring
the securities of such issuers generally is greater than is the case with higher rated securities and will fluctuate over time.
For example, during an economic downturn or a sustained period of rising interest rates, highly leveraged issuers of these securities
may not have sufficient revenues to meet their interest payment obligations. The issuer’s ability to service its debt obligations
also may be affected adversely by specific corporate developments, forecasts, or the unavailability of additional financing. The
risk of loss because of default by the issuer is significantly greater for the holders of these securities because such securities
generally are unsecured and often are subordinated to other creditors of the issuer.
Because there is no established retail secondary market for
many of these securities, the Portfolios anticipate that such securities could be sold only to a limited number of dealers or institutional
investors. To the extent a secondary trading market for these securities does exist, it generally is not as liquid as the secondary
market for higher rated securities. The lack of a liquid secondary market may have an adverse impact on market price and yield
and the Portfolio’s ability to dispose of particular issues when necessary to meet a Portfolio’s liquidity needs or
in response to a specific economic event such as a deterioration in the creditworthiness of the issuer. The lack of a liquid secondary
market for certain securities also may make it more difficult for the Portfolio to obtain accurate market quotations for purposes
of valuing its portfolio and calculating its net asset value (“NAV”) and could result in the Portfolio selling such
securities at lower prices than those used in calculating the Portfolio’s net asset value. Adverse publicity and investor
perceptions, whether or not based on fundamental analysis, may decrease the values and liquidity of these securities. In such cases,
judgment may play a greater role in valuation because less reliable, objective data may be available.
These securities may be particularly susceptible to economic
downturns. An economic recession could adversely affect the ability of the issuers of lower rated bonds to repay principal and
pay interest thereon and increase the incidence of default for such securities. It is likely that an economic recession could disrupt
severely the market for such securities and may have an adverse impact on their value.
A Portfolio may acquire these securities during an initial offering.
Such securities may involve special risks because they are new issues. The Portfolios do not have an arrangement with any persons
concerning the acquisition of such securities, and the Investment Manager will review carefully the credit and other characteristics
pertinent to such new issues.
The credit risk factors pertaining to lower rated securities
also apply to lower-rated preferred, convertible, zero coupon, pay-in-kind and step up securities. In addition to the risks associated
with the credit rating of the issuers, the market prices of these securities may be very volatile during the period no interest
is paid.
Variable and Floating Rate Securities.
Variable and floating rate securities provide for a periodic adjustment in the interest rate paid on the obligations. The interest
rate on variable or floating rate securities is ordinarily determined by reference to or is a percentage of a bank’s prime
rate, the 90-day US Treasury bill rate, the rate of return on commercial paper or bank certificates of deposit, an index of short-term
interest rates or some other objective measure. The adjustment intervals may be regular, and range from daily up to annually, or
may be event based, such as a change in the prime rate. Certain of these securities, such as those with interest rates that fluctuate
directly or indirectly based on multiples of a stated index, are designed to be highly sensitive to changes in interest rates and
can subject the holders thereof to extreme reductions of yield and possibly loss of principal.
Variable and floating rate securities frequently include a demand
feature entitling the holder to sell the securities to the issuer at par. In many cases, the demand feature can be exercised at
any time on seven days’ notice. In other cases, the demand feature is exercisable at any time on 30 days’ notice or
on similar notice at intervals of not more than one year. Some securities that do not have variable or floating interest rates
may be accompanied by puts producing similar results and price characteristics.
Each Portfolio may purchase floating rate debt instruments (“floaters”).
The interest rate on a floater is a variable rate which is tied to another interest rate, such as a money-market index or Treasury
bill rate. The interest rate on a floater resets periodically, typically every six months. Because of the interest rate reset feature,
floaters provide the Portfolio with a certain degree of protection against rises in interest rates, although the Portfolio will
participate in any declines in interest rates as well. Each Portfolio also may purchase inverse floating rate debt instruments
(“inverse floaters”). The interest rate on an inverse floater resets in the opposite direction from the market rate
of interest to which the inverse floater is indexed or inversely to a multiple of the applicable index. An inverse floating rate
security may exhibit greater price volatility than a fixed rate obligation of similar credit quality.
Participation Interests (All Portfolios except the Realty
Portfolios). Each Portfolio may purchase from financial institutions participation
interests in securities in which the Portfolio may invest.
Each Portfolio may invest in corporate obligations denominated
in US or foreign currencies that are originated, negotiated and structured by a syndicate of lenders (“Co-Lenders”)
consisting of commercial banks, thrift institutions, insurance companies, financial companies or other financial institutions one
or more of which administers the security on behalf of the syndicate (the “Agent Bank”). Co-Lenders may sell such securities
to third parties called “Participants.” Each Portfolio may invest in such securities either by participating as a Co-Lender
at origination or by acquiring an interest in the security from a Co-Lender or a Participant (collectively, “participation
interests”). Co-Lenders and Participants interposed between the Portfolio and the corporate borrower (the “Borrower”),
together with Agent Banks, are referred to herein as “Intermediate Participants.”
Each Portfolio also may purchase a participation interest in
a portion of the rights of an Intermediate Participant, which would not establish any direct relationship between the Fund, on
behalf of the Portfolio, and the Borrower. A participation interest gives the Portfolio an undivided interest in the security in
the proportion that the Portfolio’s participation interest bears to the total principal amount of the security. These instruments
may have fixed, floating or variable rates of interest with remaining maturities of 13 months or less. If the participation interest
is unrated, or has been given a rating below that which is permissible for purchase by the Portfolio, the participation interest
will be collateralized by US Government securities, or, in the case of unrated participation interests, the Investment Manager
must have determined that the instrument is of comparable quality to those instruments in which the Portfolio may invest. The Portfolio
would be required to rely on the Intermediate Participant that sold the participation interest not only for the enforcement of
the Portfolio’s rights against the Borrower, but also for the receipt and processing of payments due to the Portfolio under
the security. Because it may be necessary to assert through an Intermediate Participant such rights as may exist against the Borrower,
if the Borrower fails to pay principal and interest when due the Portfolio may be subject to delays, expenses and risks that are
greater than those that would be involved if the Portfolio were to enforce its rights directly against the Borrower. Moreover,
under the terms of a participation interest, the Portfolio may be regarded as a creditor of the Intermediate Participant (rather
than of the Borrower), so that the Portfolio also may be subject to the risk that the Intermediate Participant may become insolvent.
Similar risks may arise with respect to the Agent Bank if, for example, assets held by the Agent Bank for the benefit of the Portfolio
were determined by the appropriate regulatory authority or court to be subject to the claims of the Agent Bank’s creditors.
In such case, the Portfolio might incur certain costs and delays in realizing payment in connection with the participation interest
or suffer a loss of principal and/or interest. Further, in the event of the bankruptcy or insolvency of the Borrower, the obligation
of the Borrower to repay the loan may be subject to certain defenses that can be asserted by such Borrower as a result of improper
conduct by the Agent Bank or Intermediate Participant.
Mortgage-Related Securities (the Corporate Income and Short
Duration Fixed Income Portfolios and, to a limited extent, the Equity Concentrated, Strategic Equity, Mid Cap, Small-Mid Cap, Emerging
Markets Multi Asset, Emerging Markets Debt, Emerging Markets Income, Explorer Total Return, Global Fixed Income, Realty Income,
Realty Equity, Global Realty, Capital Allocator and Dynamic Portfolios only). Mortgage-related
securities, which may be considered a form of derivative, are collateralized by pools of commercial or residential mortgages. Pools
of mortgage loans are assembled as securities for sale to investors by various governmental, government-related and private organizations.
These securities may include complex instruments such as those described below and including pass-through securities, adjustable
rate mortgages, real estate investment trusts or other kinds of mortgage-backed securities, including those with fixed, floating
and variable interest rates, those with interest rates based on multiples of changes in a specified index of interest rates and
those with interest rates that change inversely to changes in interest rates, as well as those that do not bear interest. The Realty
Portfolios are each limited to
investing 5% of the Portfolio’s assets in mortgage-related
securities issued or guaranteed by US issuers, including the US Government or one of its agencies or instrumentalities, or private
issuers.
Mortgage-related securities are complex instruments, subject
to both credit and prepayment risk, and may be more volatile and less liquid, and more difficult to price accurately, than more
traditional debt securities. Although certain mortgage-related securities are guaranteed by a third party (such as a US Government
agency or instrumentality with respect to government-related mortgage-backed securities) or otherwise similarly secured, the market
value of the security, which may fluctuate, is not secured. Mortgage-related securities generally are subject to credit risks associated
with the performance of the underlying mortgage properties and to prepayment risk. In certain instances, the credit risk associated
with mortgage-related securities can be reduced by third party guarantees or other forms of credit support. Improved credit risk
does not reduce prepayment risk which is unrelated to the rating assigned to the mortgage-related security. Prepayment risk can
lead to fluctuations in value of the mortgage-related security which may be pronounced. If a mortgage-related security is purchased
at a premium, all or part of the premium may be lost if the market value of the security declines, whether resulting from changes
in interest rates or prepayments on the underlying mortgage collateral. Certain mortgage-related securities, such as inverse floating
rate collateralized mortgage obligations, have coupons that move inversely to a multiple of a specific index which may result in
increased price volatility.
As with other interest-bearing securities, the prices of certain
mortgage-related securities are inversely affected by changes in interest rates. However, although the value of a mortgage-related
security may decline when interest rates rise, the converse is not necessarily true, since during periods of declining interest
rates the mortgages underlying the security are more likely to be prepaid. For this and other reasons, a mortgage-related security’s
stated maturity may be shortened by unscheduled prepayments on the underlying mortgages, and, therefore, it is not possible to
predict accurately the security’s return to a Portfolio. Moreover, with respect to certain stripped mortgage-backed securities,
if the underlying mortgage securities experience greater than anticipated prepayments of principal, a Portfolio may fail to fully
recoup its initial investment even if the securities are rated in the highest rating category by a nationally recognized statistical
rating organization. During periods of rapidly rising interest rates, prepayments of mortgage-related securities may occur at slower
than expected rates. Slower prepayments effectively may lengthen a mortgage-related security’s expected maturity, which generally
would cause the value of such security to fluctuate more widely in response to changes in interest rates. Were the prepayments
on a Portfolio’s mortgage-related securities to decrease broadly, the Portfolio’s effective duration, and thus sensitivity
to interest rate fluctuations, would increase. Commercial real property loans, however, often contain provisions that substantially
reduce the likelihood that such securities will be prepaid. The provisions generally impose significant prepayment penalties on
loans and in some cases there may be prohibitions on principal prepayments for several years following origination.
Residential Mortgage-Related Securities.
Each of these Portfolios may invest in residential mortgage-related securities representing participation interests in pools of
one- to four-family residential mortgage loans issued or guaranteed by governmental agencies or instrumentalities, such as the
Government National Mortgage Association (“GNMA”), the Federal National Mortgage Association (“FNMA”) and
the Federal Home Loan Mortgage Corporation (“FHLMC”), or issued by private entities. Residential mortgage-related securities
have been issued using a variety of structures, including multi-class structures featuring senior and subordinated classes. Some
mortgage-related securities have structures that make their reactions to interest rate changes and other factors difficult to predict,
making their value highly volatile.
Mortgage-related securities issued by GNMA
include GNMA Mortgage Pass-Through Certificates (also known as “Ginnie Maes”) which are guaranteed as to the timely
payment of principal and interest by GNMA and such guarantee is backed by the full faith and credit of the US Government. Ginnie
Maes are created by an “issuer,” which is a Federal Housing Administration (“FHA”) approved mortgagee that
also meets criteria imposed by GNMA. The issuer assembles a pool of FHA, Farmers’ Home Administration or Veterans’
Administration (“VA”) insured or guaranteed mortgages which are homogeneous as to interest rate, maturity and type
of dwelling. Upon application by the issuer, and after approval by GNMA of the pool, GNMA provides its commitment to guarantee
timely payment of principal and interest on the Ginnie Maes backed by the mortgages included in the pool. The Ginnie Maes, endorsed
by GNMA, then are sold by the issuer through securities dealers. Ginnie Maes bear a stated “coupon rate” which represents
the effective FHA-VA mortgage rate at the time of issuance, less GNMA’s and the issuer’s fees. GNMA is authorized under
the National Housing Act to guarantee timely payment of principal and
interest on Ginnie Maes. This guarantee is
backed by the full faith and credit of the US Government. GNMA may borrow Treasury funds to the extent needed to make payments
under its guarantee. When mortgages in the pool underlying a Ginnie Mae are prepaid by mortgagors or by result of foreclosure,
such principal payments are passed through to the certificate holders. Accordingly, the life of the Ginnie Mae is likely to be
substantially shorter than the stated maturity of the mortgages in the underlying pool. Because of such variation in prepayment
rates, it is not possible to predict the life of a particular Ginnie Mae. Payments to holders of Ginnie Maes consist of the monthly
distributions of interest and principal less GNMA’s and the issuer’s fees. The actual yield to be earned by a holder
of a Ginnie Mae is calculated by dividing interest payments by the purchase price paid for the Ginnie Mae (which may be at a premium
or a discount from the face value of the certificate). Monthly distributions of interest, as contrasted to semi-annual distributions
which are common for other fixed interest investments, have the effect of compounding and thereby raising the effective annual
yield earned on Ginnie Maes.
Mortgage-related securities issued by FNMA,
including FNMA Guaranteed Mortgage Pass-Through Certificates (also known as “Fannie Maes”), are solely the obligations
of FNMA and are not backed by or entitled to the full faith and credit of the US Government. Fannie Maes are guaranteed as to timely
payment of principal and interest by FNMA. Mortgage-related securities issued by FHLMC include FHLMC Mortgage Participation Certificates
(also known as “Freddie Macs” or “PCs”). Freddie Macs are not guaranteed by the US Government or by any
Federal Home Loan Bank and do not constitute a debt or obligation of the US Government or of any Federal Home Loan Bank. Freddie
Macs entitle the holder to timely payment of interest, which is guaranteed by FHLMC. FHLMC guarantees either ultimate collection
or timely payment of all principal payments on the underlying mortgage loans. When FHLMC does not guarantee timely payment of principal,
FHLMC may remit the amount due on account of its guarantee of ultimate payment of principal at any time after default on an underlying
mortgage, but in no event later than one year after it becomes payable.
In September 2008, the Treasury and the Federal Housing Finance
Agency (“FHFA”) announced that FNMA and FHLMC had been placed in conservatorship. Since that time, FNMA and FHLMC have
received significant capital support through Treasury preferred stock purchases, as well as Treasury and Federal Reserve purchases
of their mortgage backed securities. The FHFA and the US Treasury (through its agreement to purchase FNMA and FHLMC preferred stock)
have imposed strict limits on the size of their mortgage portfolios. While the mortgage-backed securities purchase programs ended
in 2010, the Treasury continued its support for the entities’ capital as necessary to prevent a negative net worth through
at least 2012. When a credit rating agency downgraded long-term US Government debt in August 2011, the agency also downgraded FNMA
and FHLMC’s bond ratings, from AAA to AA+, based on their direct reliance on the US Government (although that rating did
not directly relate to their mortgage-backed securities). From the end of 2007 through the third quarter of 2012, FNMA and FHLMC
required Treasury support of approximately $187.5 billion through draws under the preferred stock purchase agreements. However,
they have repaid approximately $131.5 billion in dividends. FNMA and FHLMC ended the second quarter of 2013 with positive net worth
and, as a result, neither required a draw from the Treasury. While the Treasury committed to offset negative equity at FNMA and
FHLMC through its preferred stock purchases through 2012, FHFA has made projections for those purchases through 2015, predicting
that cumulative Treasury draws (including dividends) at the end of 2015 could range from $191 billion to $209 billion. Nonetheless,
no assurance can be given that the Federal Reserve or the Treasury will ensure that FNMA and FHLMC remain successful in meeting
their obligations with respect to the debt and mortgage-backed securities that they issue.
In addition, the problems faced by FNMA and
FHLMC, resulting in their being placed into federal conservatorship and receiving significant US Government support, have sparked
serious debate among federal policymakers regarding the continued role of the US Government in providing liquidity for mortgage
loans. The Obama Administration produced a report to Congress on February 11, 2011, outlining a proposal to wind down FNMA and
FHLMC by increasing their guaranty fees, reducing their conforming loan limits (the maximum amount of each loan they are authorized
to purchase), and continuing progressive limits on the size of their investment portfolio. In December 2011, Congress enacted the
Temporary Payroll Tax Cut Continuation Act of 2011 which, among other provisions, requires that FNMA and FHLMC increase their single-family
guaranty fees by at least 10 basis points and remit this increase to the Treasury with respect to all loans acquired by FNMA or
FHLMC on or after April 1, 2012 and before January 1, 2022. Serious discussions among policymakers continue, however, as to whether
FNMA and FHLMC should be nationalized, privatized, restructured or eliminated altogether. In July 2013, the House Financial Services
Committee approved the Protect American Taxpayers and Homeowners Act of 2013. The bill, if enacted, would require FHFA to place
FNMA and FHLMC into receivership within five years and repeal
their corporate charters at that time, which
would effectively strip them of the authority to conduct any new business. The bill would also place restrictions on FNMA’s
and FHLMC’s activities prior to being placed into receivership and may result in FNMA and FHLMC further increasing their
guaranty fees. FNMA and FHLMC also are the subject of several continuing legal actions and investigations over certain accounting,
disclosure or corporate governance matters, which (along with any resulting financial restatements) may continue to have an adverse
effect on the guaranteeing entities. Importantly, the future of FNMA and FHLMC is in serious question as the US Government considers
multiple options.
Commercial Mortgage-Related Securities. Each of these
Portfolios may invest in commercial mortgage-related securities which generally are multi-class debt or pass-through certificates
secured by mortgage loans on commercial properties. Similar to residential mortgage-related securities, commercial mortgage-related
securities have been issued using a variety of structures, including multi-class structures featuring senior and subordinated classes.
These mortgage-related securities generally are constructed to provide protection to the senior classes of investors against potential
losses on the underlying mortgage loans. This protection is generally provided by having the holders of the subordinated class
of securities (“Subordinated Securities”) take the first loss if there are defaults on the underlying commercial mortgage
loans. Other protection, which may benefit all of the classes or particular classes, may include issuer guarantees, reserve funds,
additional Subordinated Securities, cross-collateralization and over-collateralization.
Subordinated Securities. Each of these Portfolios may
invest in Subordinated Securities issued or sponsored by commercial banks, savings and loan institutions, mortgage bankers, private
mortgage insurance companies and other non-governmental issuers. Subordinated Securities have no governmental guarantee, and are
subordinated in some manner as to the payment of principal and/or interest to the holders of more senior mortgage-related securities
arising out of the same pool of mortgages. The holders of Subordinated Securities typically are compensated with a higher stated
yield than are the holders of more senior mortgage-related securities. On the other hand, Subordinated Securities typically subject
the holder to greater risk than senior mortgage-related securities and tend to be rated in a lower rating category, and frequently
a substantially lower rating category, than the senior mortgage-related securities issued in respect of the same pool of mortgages.
Subordinated Securities generally are likely to be more sensitive to changes in prepayment and interest rates and the market for
such securities may be less liquid than is the case for traditional fixed-income securities and senior mortgage-related securities.
Collateralized Mortgage Obligations (“CMOs”)
and Multi-Class Pass-Through Securities. Each of these Portfolios may invest in CMOs, which are multi-class bonds backed by
pools of mortgage pass-through certificates or mortgage loans. CMOs may be collateralized by (a) GNMA, Fannie Mae or FHLMC pass-through
certificates, (b) unsecuritized mortgage loans insured by the Federal Housing Administration or guaranteed by the Department of
Veterans’ Affairs, (c) unsecuritized conventional mortgages, (d) other mortgage-related securities or (e) any combination
thereof.
Each class of CMOs, 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 it to be retired substantially earlier than the stated maturities or final distribution dates. The principal and
interest on the underlying mortgages may be allocated among the several classes of a series of a CMO in many ways. One or more
tranches of a CMO may have coupon rates which reset periodically at a specified increment over an index, such as the London Interbank
Offered Rate (“LIBOR”) (or sometimes more than one index). These floating rate CMOs typically are issued with lifetime
caps on the coupon rate thereon. Each of these Portfolios also may invest in inverse floating rate CMOs. Inverse floating rate
CMOs constitute a tranche of a CMO with a coupon rate that moves in the reverse direction to an applicable index such as the LIBOR.
Accordingly, the coupon rate thereon will increase as interest rates decrease. Inverse floating rate CMOs are typically more volatile
than fixed or floating rate tranches of CMOs. The Corporate Income Portfolio and the Short Duration Fixed Income Portfolio each
may invest, to a limited extent, in residual interests in real estate mortgage investment conduits (“REMICs”). See
“Taxation.”
Many inverse floating rate CMOs have coupons that move inversely
to a multiple of the applicable indexes. The coupon varying inversely to a multiple of an applicable index creates a leverage factor.
Inverse floaters based on multiples of a stated index are designed to be highly sensitive to changes in interest rates and can
subject the holders thereof to extreme reductions of yield and loss of principal. The markets for inverse floating rate CMOs with
highly leveraged characteristics may at times be very thin. Each Portfolio’s ability to dispose of its positions in such
securities will depend on the degree of liquidity in the markets
for such securities. It is impossible to predict the amount of trading interest that may exist in such securities, and therefore
the future degree of liquidity.
Stripped Mortgage-Backed Securities. Each of these Portfolios
also may invest in stripped mortgage-backed securities which are created by segregating the cash flows from underlying mortgage
loans or mortgage securities to create two or more new securities, each with a specified percentage of the underlying security’s
principal or interest payments. Mortgage securities may be partially stripped so that each investor class received some interest
and some principal. When securities are completely stripped, however, all of the interest is distributed to holders of one type
of security, known as an interest-only security, or IO, and all of the principal is distributed to holders of another type of security
known as a principal-only security, or PO. Strips can be created in a pass-through structure or as tranches of a CMO. The yields
to maturity on IOs and POs are very sensitive to the rate of principal payments (including prepayments) on the related underlying
mortgage assets. If the underlying mortgage assets experience greater than anticipated prepayments of principal, the Portfolio
may not fully recoup its initial investment in IOs. Conversely, if the underlying mortgage assets experience less than anticipated
prepayments of principal, the yield on POs could be materially and adversely affected.
Private Entity Securities. Each of these Portfolios may
invest in mortgage-related securities issued by commercial banks, savings and loan institutions, mortgage bankers, private mortgage
insurance companies and other non-governmental issuers. Timely payment of principal and interest on mortgage-related securities
backed by pools created by non-governmental issuers often is supported partially by various forms of insurance or guarantees, including
individual loan, title, pool and hazard insurance. The insurance and guarantees are issued by government entities, private insurers
and the mortgage poolers. There can be no assurance that the private insurers or mortgage poolers can meet their obligations under
the policies, so that if the issuers default on their obligations the holders of the security could sustain a loss. No insurance
or guarantee covers the Portfolio or the price of the Portfolio’s shares. Mortgage-related securities issued by non-governmental
issuers generally offer a higher rate of interest than government-agency and government-related securities because there are no
direct or indirect government guarantees of payment.
CMO Residuals. CMO residuals are derivative mortgage
securities issued by agencies or instrumentalities of the US Government or by private originators of, or investors in, mortgage
loans, including savings and loan associations, mortgage banks, commercial banks, investment banks and special purpose subsidiaries
of the foregoing (“CMO Residuals”).
The cash flow generated by the mortgage assets underlying series
of CMOs is applied first to make required payments of principal of and interest on the CMOs and second to pay the related administrative
expenses of the issuer. The residual in a CMO structure generally represents the interest in any excess cash flow remaining after
making the foregoing payments. Each payment of such excess cash flow to a holder of the related CMO Residual represents dividend
or interest income and/or a return of capital. The amount of residual cash flow resulting from a CMO will depend on, among other
things, the characteristics of the mortgage assets, the coupon rate of each class of CMOs, prevailing interest rates, the amount
of administrative expenses and the prepayment experience on the mortgage assets. In particular, the yield to maturity on CMO Residuals
is extremely sensitive to prepayments on the related underlying mortgage assets in the same manner as an IO class of stripped mortgage-back
securities. See “Stripped Mortgage-Backed Securities” above. In addition, if a series of a CMO includes a class that
bears interest at an adjustable rate, the yield to maturity on the related CMO residual will also be extremely sensitive to the
level of the index upon which interest rate adjustments are based. As described above with respect to stripped mortgage-back securities,
in certain circumstances, the Portfolio may fail to fully recoup its initial investment in a CMO Residual.
CMO Residuals generally are purchased and sold by institutional
investors through several investment banking firms acting as brokers or dealers. CMO Residuals may not have the liquidity of other
more established securities trading in other markets. Transactions in CMO Residuals are generally completed only after careful
review of the characteristics of the securities in question. In addition, whether or not registered under the Securities Act of
1933, as amended (the “Securities Act”), CMO Residuals may be subject to certain restrictions of transferability. Ownership
of certain CMO Residuals imposes liability for certain of the expenses of the related CMO issuer on the purchaser. The Investment
Manager will not purchase any CMO Residual that imposes such liability on the Portfolio.
Other Mortgage-Related Securities. Other mortgage-related
securities in which a Portfolio may invest include securities other than those described above that directly or indirectly represent
a participation in, or are secured by and payable from, mortgage loans on real property. Other mortgage-related securities may
be equity or debt securities issued by agencies or instrumentalities of the US Government or by private originators of, or investors
in, mortgage loans, including savings and loan associations, homebuilders, mortgage banks, commercial banks, investment banks,
partnerships, trusts and special purpose entities of the foregoing.
Asset-Backed Securities (the Emerging Markets Multi Asset,
Emerging Markets Debt, Emerging Markets Income, Explorer Total Return, Corporate Income, Short Duration Fixed Income, Global Fixed
Income, Realty Income, Realty Equity, Global Realty and Dynamic Portfolios only).
The securitization techniques used for asset-backed securities are similar to those used for mortgage-related securities. These
securities include debt securities and securities with debt-like characteristics. The collateral for these securities has included
credit card and automobile receivables, home equity loans, boat loans, computer leases, airplane leases, mobile home loans, recreational
vehicle loans and hospital account receivables. Each of these Portfolios other than the Realty Portfolios may invest in these and
other types of asset-backed securities that may be developed in the future. The Realty Portfolios are each limited to investing
in asset-backed securities issued by private issuers, and up to 5% of the Portfolio’s total assets only.
Asset-backed securities present certain risks that are not presented
by mortgage-backed securities. Primarily, these securities may provide a Portfolio with a less effective security interest in the
related collateral than do mortgage-backed securities. Therefore, there is the possibility that recoveries on the underlying collateral
may not, in some cases, be available to support payments on these securities.
Credit card receivables are generally unsecured and the debtors
are entitled to the protection of a number of state and federal consumer credit laws, many of which give such debtors the right
to set off certain amounts owed on the credit cards, thereby reducing the balance due. Most organizations that issue asset-backed
securities relating to motor vehicle installment purchase obligations perfect their interests in their respective obligations only
by filing a financing statement and by having the servicer of the obligations, which is usually the originator, take custody thereof.
In such circumstances, if the servicer were to sell the same obligations to another party, in violation of its duty not to so do,
there is a risk that such party could acquire an interest in the obligations superior to that of the holders of the securities.
Also, although most such obligations grant a security interest in the motor vehicle being financed, in most states the security
interest in a motor vehicle must be noted on the certificate of title to perfect such security interest against competing claims
of other parties. Due to the large number of vehicles involved, however, the certificate of title to each vehicle financed, pursuant
to the obligations underlying the securities, usually is not amended to reflect the assignment of the seller’s security interest
for the benefit of the holders of the securities. Therefore, there is the possibility that recoveries on repossessed collateral
may not, in some cases, be available to support payments on those securities. In addition, various state and federal laws give
the motor vehicle owner the right to assert against the holder of the owner’s obligation certain defenses such owner would
have against the seller of the motor vehicle. The assertion of such defenses could reduce payments on the related securities.
Municipal Securities (the Corporate Income, Short Duration
Fixed Income, Global Fixed Income, Realty Income, Realty Equity, Global Realty and Dynamic Portfolios only).
Each of these Portfolios may invest in US municipal securities, the interest on which is, in the opinion of the issuer’s
counsel at the time of issuance, exempt from regular federal income tax (“Municipal Securities”). Municipal Securities
are debt obligations issued by states, territories and possessions of the United States and the District of Columbia and their
political subdivisions, agencies and instrumentalities, or multi-state agencies or authorities, to obtain funds for various public
purposes, and include certain industrial development bonds issued by or on behalf of public authorities. Municipal Securities are
classified as general obligation bonds, revenue bonds and notes. General obligation bonds are secured by the issuer’s pledge
of its full faith, credit and taxing power for the payment of principal and interest. Revenue bonds are payable from the revenue
derived from a particular facility or class of facilities or, in some cases, from the proceeds of a special excise or other specific
revenue source, but not from the general taxing power. Industrial development bonds, in most cases, are revenue bonds and generally
do not carry the pledge of the credit of the issuing municipality, but generally are guaranteed by the corporate entity on whose
behalf they are issued. Notes are short-term instruments which are obligations of the issuing municipalities or agencies and are
sold in anticipation of a bond sale, collection of taxes or receipt of other revenues. Municipal Securities include municipal lease/purchase
agreements which are similar to installment purchase contracts for property or equipment issued by municipalities. Municipal Securities
bear fixed, floating or variable rates of interest which are
determined in some instances by formulas under which the Municipal Securities’ interest rate will change directly or inversely
to changes in interest rates or an index, or multiples thereof, in many cases subject to a maximum and minimum.
For the purpose of diversification under the Investment Company
Act of 1940, as amended (the “1940 Act”), the identification of the issuer of Municipal Securities depends on the terms
and conditions of the security. When the assets and revenues of an agency, authority, instrumentality or other political subdivision
are separate from those of the government creating the subdivision and the security is backed only by the assets and revenues of
the subdivision, such subdivision would be deemed to be the sole issuer. Similarly, in the case of an industrial development bond,
if that bond is backed only by the assets and revenues of the non-governmental user, then such non-governmental user would be deemed
to be the sole issuer. If, however, in either case, the creating government or some other entity guarantees a security, such a
guaranty would be considered a separate security and will be treated as an issue of such government or other entity.
The yields on Municipal Securities are dependent on a variety
of factors, including general economic and monetary conditions, conditions in the Municipal Securities market, size of a particular
offering, maturity of the obligation and rating of the issue and certain other factors. While, in general, Municipal Securities
are tax exempt securities having relatively low yields as compared to taxable, non-Municipal Securities of similar quality, certain
Municipal Securities are taxable obligations offering yields comparable to, and in some cases greater than, the yields available
on other permissible Portfolio investments. Dividends received by shareholders of Portfolios which are attributable to interest
income received by the Portfolios from Municipal Securities generally will be subject to federal income tax. Each Portfolio may
invest in Municipal Securities, the ratings of which correspond with the ratings of other permissible investments for the Portfolio.
The Corporate Income Portfolio currently intends to invest no more than 25% of its assets in Municipal Securities. However, this
percentage may be varied from time to time without shareholder approval.
Municipal Securities include certain private activity bonds
(a type of revenue bond), the income from which is subject to the federal alternative minimum tax.
Certain provisions in the Internal Revenue Code of 1986, as
amended (the “Code”), relating to the issuance of Municipal Securities may reduce the volume of Municipal Securities
qualifying for federal tax exemption. One effect of these provisions could be to increase the cost of the Municipal Securities
available for purchase and thus reduce available yield.
Floating and Variable Rate Demand Obligations (the Short
Duration Fixed Income, Global Fixed Income, Realty Income, Realty Equity, Global Realty and Dynamic Portfolios only). The Portfolio
may purchase floating and variable rate demand notes and bonds, which are tax exempt obligations ordinarily having stated maturities
in excess of one year, but which permit the holder to demand payment of principal at any time or at specified intervals. Accordingly,
where these obligations are not secured by letters of credit or other credit support arrangements, the Portfolio’s right
to redeem is dependent on the ability of the borrower to pay principal and interest on demand.
Municipal Lease Obligations (the Short Duration Fixed
Income, Global Fixed Income, Realty Income, Realty Equity, Global Realty and Dynamic Portfolios only). Municipal lease obligations
or installment purchase contract obligations (collectively, “lease obligations”) may take the form of a lease, installment
purchase or a conditional sale contract and are issued by state and local governments and authorities to acquire land or a wide
variety of equipment and facilities. Lease obligations have special risks not ordinarily associated with Municipal Securities.
Although lease obligations do not constitute general obligations of the municipality for which the municipality’s taxing
power is pledged, a lease obligation ordinarily is backed by the municipality’s covenant to budget for, appropriate and make
the payments due under the lease obligation. However, certain lease obligations in which the Portfolio may invest may contain “non-appropriation”
clauses, which provide that the municipality has no obligation to make lease or installment purchase payments in future years unless
money is appropriated for such purpose on a yearly basis. Although “non-appropriation” lease obligations are secured
by the leased property, disposition of the property in the event of foreclosure might prove difficult. Certain lease obligations
may be illiquid. Determination as to the liquidity of such securities is made in accordance with guidelines established by the
Fund’s Board of Directors (the “Board” or “Directors”).
Zero Coupon, Pay-In-Kind and Step Up Securities (the Emerging
Markets Multi Asset, Emerging Markets Debt, Emerging Markets Income, Explorer Total Return, Corporate Income, Short Duration Fixed
Income, Global Fixed Income, Realty Income, Realty Equity, Global Realty and Dynamic Portfolios only).
Each of the Portfolios may invest in zero coupon securities, which are securities issued or sold at a discount from their face
value that do not entitle the holder to any periodic payment of interest prior to maturity or a specified redemption date or cash
payment date; pay-in-kind bonds, which are bonds that generally pay interest through the issuance of additional bonds; and step-up
coupon bonds, which are debt securities that typically do not pay interest for a specified period of time and then pay interest
at a series of different rates. The market prices of these securities generally are more volatile and are likely to respond to
a greater degree to changes in interest rates than the market prices of securities that pay interest periodically having similar
maturities and credit qualities. In addition, unlike bonds that pay interest throughout the period to maturity, a Portfolio will
realize no cash until the cash payment date unless a portion of such securities are sold and, if the issuer defaults, the Portfolio
may obtain no return at all on its investment. Federal income tax law requires the holder of a zero coupon security or of certain
pay-in-kind or step up bonds to accrue income with respect to these securities prior to the receipt of cash payments. To maintain
its qualification as a regulated investment company and avoid liability for federal income taxes, a Portfolio may be required to
distribute such income accrued with respect to these securities and may have to dispose of portfolio securities under disadvantageous
circumstances in order to generate cash to satisfy these distribution requirements.
Inflation-Linked Securities (the Emerging Markets Income
Portfolio only). Inflation-linked securities are fixed-income securities whose value is periodically adjusted according to
the rate of inflation. Two structures are common. The Treasury and some other issuers utilize a structure that accrues inflation
into the principal value of the bond. Most other issuers pay out accruals as part of a semi-annual coupon.
The periodic adjustment of US inflation-linked securities is
tied to the Consumer Price Index for Urban Consumers (“CPI-U”), which is calculated monthly by the US Bureau of Labor
Statistics. The CPI-U is a measurement of changes in the cost of living, made up of components such as housing, food, transportation
and energy. Inflation-linked securities issued by a foreign government are generally adjusted to reflect a comparable inflation
index calculated by that government. There can be no assurance that the CPI-U or any foreign inflation index will accurately measure
the real rate of inflation in the prices of goods and services. Moreover, there can be no assurance that the rate of inflation
in a foreign country will be correlated to the rate of inflation in the United States.
The value of inflation-linked securities is expected to change
in response to changes in real interest rates. Real interest rates in turn are tied to the relationship between nominal interest
rates and the rate of inflation. Therefore, if the rate of inflation rises at a faster rate than nominal interest rates, real interest
rates might decline, leading to an increase in value of inflation-linked securities. In contrast, if nominal interest rates increase
at a faster rate than inflation, real interest rates might rise, leading to a decrease in value of inflation-index securities.
Any increase in the principal amount of an inflation-linked security generally will be considered taxable ordinary income, even
though investors do not receive their principal until maturity. While these securities are expected to be protected from long-term
inflationary trends, short-term increases in inflation may lead to a decline in value. If interest rates rise due to reasons other
than inflation (for example, due to changes in currency exchange rates), investors in these securities may not be protected to
the extent that the increase is not reflected in the security’s inflation measure.
Foreign Securities
Foreign securities markets generally are not as developed or
efficient as those in the United States. Securities of some foreign issuers, including depositary receipts, foreign government
obligations and securities of supranational entities, are less liquid and more volatile than securities of comparable US issuers.
Similarly, volume and liquidity in most foreign securities markets are less than in the United States and, at times, volatility
of price can be greater than in the United States. However, the capital markets in the US and internationally have experienced
unprecedented volatility in recent years, causing significant declines in the value and liquidity of many securities. These market
conditions may continue or worsen.
Foreign investments involve risks unique to the local political,
economic, and regulatory structures in place, as well as the potential for social instability, military unrest, or diplomatic developments
that could prove adverse to the interests of US investors. Individual foreign economies can differ favorably or unfavorably from
the US economy in such respects as growth of gross national product, rate of inflation, capital reinvestment, resource self-sufficiency
and balance of payments position. In addition, significant external
political and economic risks currently affect some foreign countries. For example, both Taiwan and China still claim sovereignty
over one another and there is a demilitarized border and hostile relations between North and South Korea. War and terrorism affect
many countries, especially those in Africa and the Middle East. Many countries throughout the world are dependent on a healthy
US economy and are adversely affected when the US economy weakens or its markets decline. For example, in 2007 and 2008, the meltdown
in the US subprime mortgage market quickly spread throughout global credit markets, triggering a liquidity crisis that affected
fixed-income and equity markets around the world. European countries can be significantly affected by the tight fiscal and monetary
controls that the European Economic and Monetary Union (“EMU”) imposes for membership. Europe’s economies are
diverse, its governments are decentralized, and its cultures vary widely. In 2010, several EMU countries, including Greece, Ireland,
Italy, Spain and Portugal, began to face budget issues, which have adversely affected the sovereign debt issued by these countries
and may have negative long-term effects for the economies of those countries and other EMU countries. There is continued concern
about national-level support for the euro and the accompanying coordination of fiscal and wage policy among EMU member countries.
Member countries are required to maintain tight control over inflation, public debt and budget deficit to qualify for membership
in the EMU. These requirements can severely limit EMU member countries’ ability to implement monetary policy to address regional
economic conditions.
Because evidences of ownership of such securities usually are
held outside the United States, a Portfolio will be subject to additional risks which include possible adverse political and economic
developments, seizure or nationalization of foreign deposits and adoption of governmental restrictions, which might adversely affect
or restrict the payment of principal and interest on the foreign securities to investors located outside the country of the issuer,
whether from currency blockage or otherwise. Moreover, foreign securities held by a Portfolio may trade on days when the Portfolio
does not calculate its net asset value and thus affect the Portfolio’s net asset value on days when investors have no access
to the Portfolio. Because foreign securities often are purchased with and payable in currencies of foreign countries, the value
of these assets as measured in US dollars may be affected favorably or unfavorably by changes in currency rates and exchange control
regulations.
Emerging Markets. Each Portfolio may invest in emerging
markets as described in the Prospectus. Investments in, or economically tied to, emerging market countries may be subject to potentially
higher risks than investments in companies in developed countries. Risks of investing in emerging markets and emerging market securities
include (in addition to those described above): less social, political and economic stability; less diverse and mature economic
structures; the lack of publicly available information, including reports of payments of dividends or interest on outstanding securities;
certain national policies that may restrict a Portfolio’s investment opportunities, including restrictions on investment
in issuers or industries deemed sensitive to national interests; local taxation; the absence of developed structures governing
private or foreign investment or allowing for judicial redress for injury to private property; the absence until recently, in certain
countries, of a capital structure or market-oriented economy; the possibility that recent favorable economic developments in certain
countries may be slowed or reversed by unanticipated political or social events in these countries; restrictions that may make
it difficult or impossible for a Portfolio to vote proxies, exercise shareholder rights, pursue legal remedies, and obtain judgments
in foreign courts; the risk of uninsured loss due to lost, stolen, or counterfeit stock certificates; possible losses through the
holding of securities in domestic and foreign custodial banks and depositories; heightened opportunities for governmental corruption;
large amounts of foreign debt to finance basic governmental duties that could lead to restructuring or default; and heavy reliance
on exports that may be severely affected by global economic downturns.
Economic conditions, such as volatile currency exchange rates
and interest rates, political events and other conditions may, without prior warning, lead to government intervention and the impositions
of “capital controls.” Countries use these controls to restrict volatile movements of capital entering (inflows) and
exiting (outflows) their country to respond to certain economic conditions. Such controls are mainly applied to short-term capital
transactions to counter speculative flows that threaten to undermine the stability of the exchange rate and deplete foreign exchange
reserves. Capital controls include the prohibition of, or restrictions on, the ability to transfer currency, securities or other
assets in such a way that may adversely affect the ability of the Portfolios to repatriate their income and capital. In addition,
some countries in which a Portfolio may invest 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 negative effects on the economies
and securities markets of certain countries. Further, the economies of emerging market countries generally are heavily dependent
upon international
trade and, accordingly, have been and may continue to be adversely
affected by trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures
imposed or negotiated by the countries with which they trade.
Other than for the purpose of a Portfolio’s policy with
respect to the investment of 80% of its assets, the Portfolios consider emerging market countries to include all countries represented
by the Morgan Stanley Capital International (“MSCI®”) Emerging Markets Index and other countries not
considered developed countries by MSCI, and investments in emerging markets may include those companies included in the MSCI Emerging
Markets Index and companies with their principal business activities located in, or that have 50% or more of their assets in or
revenue or net income from, emerging market countries. The MSCI Emerging Markets Index currently includes the following countries:
Brazil, Chile, China, Colombia, Czech Republic, Egypt, Greece, Hungary, India, Indonesia, Korea, Malaysia, Mexico, Peru, Philippines,
Poland, Qatar, Russia, South Africa, Taiwan, Thailand, Turkey and United Arab Emirates.
For the purpose of a Portfolio’s policy with respect to
the investment of 80% of its assets, with respect to derivative instruments, the Investment Manager generally considers such instruments
to be economically tied to emerging market countries if the underlying assets are currencies of emerging market countries (or baskets
or indexes of such currencies), or instruments or securities that are issued or guaranteed by governments of emerging market countries
or by entities organized under the laws of emerging market countries.
Investing in Russia and other Eastern European Countries.
Many formerly communist, eastern European countries have experienced significant political and economic reform over the past decade.
However, the democratization process is still relatively new in a number of the smaller states and political turmoil and popular
uprisings remain threats. Investments in these countries are particularly subject to political, economic, legal, market and currency
risks. The risks include uncertain political and economic policies and the risk of nationalization or expropriation of assets,
short-term market volatility, poor accounting standards, corruption and crime, an inadequate regulatory system, unpredictable taxation,
the imposition of capital controls and/or foreign investment limitations by a country and the imposition of sanctions on an Eastern
European country by other countries, such as the US. Adverse currency exchange rates are a risk, and there may be a lack of available
currency hedging instruments.
These securities markets, as compared to US markets, have significant
price volatility, less liquidity, a smaller market capitalization and a smaller number of traded securities. A limited volume of
trading may result in difficulty in obtaining accurate prices and trading. There is little publicly available information about
issuers. Settlement, clearing and registration of securities transactions are subject to risks because of insufficient registration
systems that may not be subject to effective government supervision. This may result in significant delays or problems in registering
the transfer of shares. It is possible that a Portfolio’s ownership rights could be lost through fraud or negligence. While
applicable regulations may impose liability on registrars for losses resulting from their errors, it may be difficult for a Portfolio
to enforce any rights it may have against the registrar or issuer of the securities in the event of loss of share registration.
Political risk in Russia remains high, and steps that Russia
may take to assert its geopolitical influence may increase the tensions in the region and affect economic growth. Russia’s
economy is heavily dependent on exportation of natural resources, which may be particularly vulnerable to economic sanctions by
other countries during times of political tension or crisis.
In response to recent political and military actions undertaken
by Russia, the United States and certain other countries, as well as the European Union, have instituted economic sanctions against
certain Russian individuals and companies. The political and economic situation in Russia, and the current and any future sanctions
or other government actions against Russia, may result in the decline in the value and liquidity of Russian securities, devaluation
of Russian currency, a downgrade in Russia’s credit rating, the inability to freely trade sanctioned companies (either due
to the sanctions imposed or related operational issues) and/or other adverse consequences to the Russian economy, any of which
could negatively impact a Portfolio’s investments in Russian securities. Sanctions could result in the immediate freeze of
Russian securities, impairing the ability of a Portfolio to buy, sell, receive or deliver those securities. Both the current and
potential future sanctions or other government actions against Russia also could result in Russia taking counter measures or retaliatory
actions, which may impair further
the value or liquidity of Russian securities and negatively
impact a Portfolio. Any or all of these potential results could lead Russia’s economy into a recession.
Depositary Receipts. Each Portfolio, to the extent it
may invest in foreign securities, may invest in the securities of foreign issuers in the form of American Depositary Receipts and
American Depositary Shares (collectively, “ADRs”) and Global Depositary Receipts and Global Depositary Shares (collectively,
“GDRs”). These securities may not necessarily be denominated in the same currency as the securities into which they
may be converted. ADRs are receipts typically issued by a United States bank or trust company which evidence ownership of underlying
securities issued by a foreign corporation. GDRs are receipts issued outside the United States, typically by non-United States
banks and trust companies, that evidence ownership of either foreign or domestic securities. Generally, ADRs in registered form
are designed for use in the United States securities markets and GDRs in bearer form are designed for use outside the United States.
The Realty Portfolios also may invest in European Depositary Receipts (“EDRs”). EDRs, in bearer form, are designed
for use in the European securities markets.
These securities may be purchased through “sponsored”
or “unsponsored” facilities. A sponsored facility is established jointly by the issuer of the underlying security and
a depositary. A depositary may establish an unsponsored facility without participation by the issuer of the deposited security.
Holders of unsponsored depositary receipts generally bear all the costs of such facilities, and the depositary of an unsponsored
facility frequently is under no obligation to distribute shareholder communications received from the issuer of the deposited security
or to pass through voting rights to the holders of such receipts in respect of the deposited securities.
Sovereign Debt Obligations. Each Portfolio, to the extent
it may invest in foreign securities, may invest in sovereign debt obligations issued or guaranteed by one or more foreign governments
or any of their political subdivisions, agencies or instrumentalities that are determined by the Investment Manager to be of comparable
quality to the other obligations in which the Portfolio may invest. Such securities also include debt obligations of supranational
entities. Supranational entities include international organizations designated or supported by governmental entities to promote
economic reconstruction or development and international banking institutions and related government agencies. Examples include
the International Bank for Reconstruction and Development (the World Bank), the European Coal and Steel Community, the Asian Development
Bank and the InterAmerican Development Bank.
Investments in sovereign debt obligations involve special risks
which are not present in corporate debt obligations. The foreign issuer of the sovereign debt or the foreign governmental authorities
that control the repayment of the debt may be unable or unwilling to repay principal or interest when due, and a Portfolio may
have limited recourse in the event of a default. During periods of economic uncertainty, the market prices of sovereign debt, and
the NAV of a Portfolio, to the extent it invests in such securities, may be more volatile than prices of US debt issuers. In the
past, certain foreign countries have encountered difficulties in servicing their debt obligations, withheld payments of principal
and interest and declared moratoria on the payment of principal and interest on their sovereign debt.
A sovereign debtor’s willingness or ability to repay principal
and pay interest in a timely manner may be affected by, among other factors, its cash flow situation, the extent of its foreign
currency reserves, the availability of sufficient foreign exchange, the relative size of the debt service burden, the sovereign
debtor’s policy toward principal international lenders and local political constraints. Sovereign debtors may also be dependent
on expected disbursements from foreign governments, multilateral agencies and other entities to reduce principal and interest arrearages
on their debt. The failure of a sovereign debtor to implement economic reforms, achieve specified levels of economic performance
or repay principal or interest when due may result in the cancellation of third party commitments to lend funds to the sovereign
debtor, which may further impair such debtor’s ability or willingness to service its debts.
Moreover, no established secondary markets may exist for many
of the sovereign debt obligations in which a Portfolio may invest. Reduced secondary market liquidity may have an adverse effect
on the market price and a Portfolio’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 also may make it more difficult for a Portfolio to obtain accurate market quotations
for purposes 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 of actual sales.
Sovereign Debt Obligations of Emerging Market Countries.
Investing in foreign government obligations and the sovereign debt of emerging market countries creates exposure to the direct
or indirect consequences of political, social or economic changes in the countries that issue the securities or in which the issuers
are located. The ability and willingness of sovereign obligors in emerging market countries or the governmental authorities that
control repayment of their external debt to pay principal and interest on such debt when due may depend on general economic and
political conditions within the relevant country. Certain countries in which a Portfolio may invest have historically experienced,
and may continue to experience, high rates of inflation, high interest rates, exchange rate trade difficulties and extreme poverty
and unemployment. Many of these countries also are characterized by political uncertainty or instability. Additional factors which
may influence the ability or willingness to service debt include a country’s cash flow situation, the availability of sufficient
foreign exchange on the date a payment is due, the relative size of its debt service burden to the economy as a whole and its government’s
policy towards the International Monetary Fund, the World Bank and other international agencies. The ability of a foreign sovereign
obligor to make timely payments on its external debt obligations also will be strongly influenced by the obligor’s balance
of payments, including export performance, its access to international credits and investments, fluctuations in interest rates
and the extent of its foreign reserves. A governmental obligor may default on its obligations. If such an event occurs, a Portfolio
may have limited legal recourse against the issuer and/or guarantor. In some cases, remedies must be pursued in the courts of the
defaulting party itself, and the ability of the holder of foreign sovereign debt securities to obtain recourse may be subject to
the political climate in the relevant country. In addition, no assurance can be given that the holders of commercial bank debt
will not contest payments to the holders of other foreign sovereign debt obligations in the event of default under their commercial
bank loan agreements. Sovereign obligors in emerging market countries are among the world’s largest debtors to commercial
banks, other governments, international financial organizations and other financial institutions. These obligors, in the past,
have experienced substantial 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, reducing and rescheduling
interest and principal payments by negotiating new or amended credit agreements or converting outstanding principal and unpaid
interest to “Brady Bonds” (securities created through the exchange of existing commercial bank loans to public and
private entities in certain emerging markets for new bonds in connection with debt restructuring), and obtaining new credit to
finance interest payments. Holders of certain foreign sovereign debt securities may be requested to participate in the restructuring
of such obligations and to extend further loans to their issuers. There can be no assurance that the Brady Bonds and other foreign
sovereign debt securities in which a Portfolio may invest will not be subject to similar restructuring arrangements or to requests
for new credit which may adversely affect the Portfolio’s holdings. Obligations of the World Bank and certain other supranational
organizations are supported by subscribed but unpaid commitments of member countries. There is no assurance that these commitments
will be undertaken or complied with in the future.
Eurodollar and Yankee Dollar Investments (the Global Fixed
Income and Dynamic Portfolios only). Eurodollar instruments are bonds of foreign corporate and government issuers that pay
interest and principal in US dollars generally held in banks outside the United States, primarily in Europe. Yankee Dollar instruments
are US dollar-denominated bonds typically issued in the United States by foreign governments and their agencies and foreign banks
and corporations. Eurodollar certificates of deposit are US dollar-denominated certificates of deposit issued by foreign branches
of domestic banks; Eurodollar time deposits are US dollar-denominated deposits in a foreign branch of a US bank or in a foreign
bank; and Yankee certificates of deposit are US dollar-denominated certificates of deposit issued by a US branch of a foreign bank
and held in the United States. These investments involve risks that are different from investments in securities issued by US issuers,
including potential unfavorable political and economic developments, foreign withholding or other taxes, seizure of foreign deposits,
currency controls, interest limitations or other governmental restrictions which might affect payment of principal or interest.
Real Estate Investment Trusts and Other Realty Companies
A REIT is a corporation, or a business trust that would otherwise
be taxed as a corporation, which meets the definitional requirements of the Code. The Code permits a qualifying REIT to deduct
dividends paid, thereby effectively eliminating corporate level federal income tax and making the REIT a pass-through vehicle for
federal income tax purposes. To meet the definitional requirements of the Code, a REIT must, among other things, invest substantially
all of its assets in interests in real estate (including mortgages and other REITs) or cash and government securities, derive most
of its income from rents from real property or interest on loans secured by
mortgages on real property, and distribute to shareholders annually
a substantial portion of its otherwise taxable income.
REITs are characterized as equity REITs, mortgage REITs and
hybrid REITs. Equity REITs, which may include operating or finance companies, own real estate directly and the value of, and income
earned by, the REITs depends upon the income of the underlying properties and the rental income they earn. Equity REITs also can
realize capital gains (or losses) by selling properties that have appreciated (or depreciated) in value. Mortgage REITs can make
construction, development or long-term mortgage loans and are sensitive to the credit quality of the borrower. Mortgage REITs derive
their income from interest payments on such loans. Hybrid REITs combine the characteristics of both equity and mortgage REITs,
generally by holding both ownership interests and mortgage interests in real estate. The values of securities issued by REITs are
affected by tax and regulatory requirements and by perceptions of management skill. They also are subject to heavy cash flow dependency,
defaults by borrowers or tenants, self-liquidation and the possibility of failing to qualify for tax-free status under the Code
or to maintain exemption from the 1940 Act.
A Portfolio’s investments in REITs may be adversely affected
by deteriorations of the real estate rental market, in the case of REITs that primarily own real estate, or by deteriorations in
the creditworthiness of property owners and changes in interest rates in the case of REITs that primarily hold mortgages. Equity
and mortgage REITs also are dependent upon specialized management skills, may not be diversified in their holdings and are subject
to the risks of financing projects. REITs also may be subject to heavy cash flow dependency, defaults by borrowers and self-liquidation.
The Realty Portfolios focus their investments in, and the other
Portfolios may invest in, (to the extent consistent with their investment objectives, strategies and policies), securities of Realty
Companies (as defined in the Prospectus). Risks of Realty Companies include: declines in the value of real estate; adverse general,
regional or local economic conditions; overbuilding and increased competition; increases in property taxes and operating expenses;
changes in zoning laws; casualty or condemnation losses; variations in rental income, neighborhood values or the appeal of properties
to tenants; and changes in interest rates. Real estate-related companies also may be subject to liabilities under environmental
and hazardous waste laws, which could negatively affect their value. Property values may fall due to increasing vacancies or declining
rents resulting from economic, legal, cultural or technological developments. The price of Realty Companies’ investments
also may drop because of the failure of borrowers to pay their loans and poor management. Real estate-related companies may be
affected by a high level of continuing capital expenditures, competition or increases in operating costs, which may not be offset
by increases in revenues. The value and successful operation of certain types of commercial properties may be affected by a number
of factors, such as the location of the property, the knowledge and experience of the management team, the level of mortgage rates,
presence of competing properties and adverse economic conditions in the locale. Many real estate-related companies use leverage,
which increases investment risk and could adversely affect a company’s operations and market value in periods of rising interest
rates as well as risks normally associated with debt financing.
In addition, there are risks associated with particular types
of Realty Companies investments:
Retail Properties. Retail properties are affected by
the overall health of the applicable sector of the economy and may be adversely affected by the growth of alternative forms of
retailing, bankruptcy, departure or cessation of operations of a tenant, a shift in consumer demand due to demographic changes,
spending patterns and lease terminations.
Office Properties. Office properties are affected by
the overall health of the economy and other factors such as a downturn in the businesses operated by their tenants, obsolescence
and noncompetitiveness.
Lodging and Hotel Properties. The risks of lodging and
hotel properties include, among other things, the necessity of a high level of continuing capital expenditures, competition, increases
in operating costs, which may not be offset by increases in revenues, dependence on business and commercial travelers and tourism,
increases in fuel costs and other expenses of travel and adverse effects of general and local economic conditions. Lodging and
hotel properties tend to be more sensitive to adverse economic conditions and competition than many other commercial properties.
Healthcare Properties. Healthcare properties and healthcare
providers are affected by several significant factors, including: federal, state and local laws governing licenses, certification,
adequacy of care, pharmaceutical distribution, rates, equipment, personnel and other factors regarding operations; continued availability
of revenue from government reimbursement programs (primarily Medicaid and Medicare); and competition on a local and regional basis.
The failure of any healthcare operator to comply with governmental laws and regulations may affect its ability to operate its facility
or receive government reimbursements.
Multifamily Properties. The value and successful operation
of a multifamily property may be affected by a number of factors such as the location of the property, the ability of the management
team, the level of mortgage rates, presence of competing properties, adverse economic conditions in the locale, oversupply and
rent control laws or other laws affecting such properties.
Homebuilding. Homebuilding businesses are affected by
several significant factors, including: rising costs and decreased availability of suitable land; costs of construction labor and
materials; overbuilding and price competition; consumer demand and confidence; labor availability, including strikes; availability
of construction financing and residential mortgages; and related interest rates and availability of credit.
Gaming. The risks of gaming businesses include, among
other things, state and local laws governing gaming licenses, risks similar to those of lodging and hotel properties, general and
local economic conditions and consumer confidence.
Restaurants. The risks of restaurant businesses are that
they are more sensitive to adverse economic conditions and competition than many other businesses, changing consumer tastes, and
commodity and labor costs and, in some instances, risks similar to those of the lodging and hotel properties.
Natural Resources. Natural resources business are affected
by several significant factors, including: demand and price fluctuations for the natural resource products; the time and expenses
of exploration, acquisition and development; the necessity of a high level of continuing capital expenditures, competition and
increases in operating costs which may not be offset by increases in revenues; national, regional, state and local laws governing
licenses and permits; political and community opposition; energy costs and other required commodities; and environmental and hazardous
waste issues, including costs of regulatory compliance and remediation.
Utility Companies. Utility companies are subject to a
variety of risk factors that may adversely affect their business or operations, including: high interest costs in connection with
capital construction and improvement programs; difficulty in raising capital in adequate amounts on reasonable terms in periods
of high inflation and unsettled capital markets; governmental regulation of rates charged to customers; costs associated with the
reduced availability of certain types of fuel, occasionally reduced availability and high costs of natural gas for resale, and
the effects of energy conservation policies; and inexperience with and potential losses resulting from a developing deregulatory
environment.
Insurance Issues. Certain companies may carry comprehensive
liability, fire, flood, earthquake, extended coverage and rental loss insurance with various policy specifications, limits and
deductibles, but uninsured losses would affect profits, cash flows and performance.
Financing and Credit. Real estate-related companies may
be adversely affected by a lack of available financing or tightening of credit.
Financial Leverage. Real estate-related companies may
be highly leveraged, and financial covenants may affect the ability of such companies to operate effectively.
Environmental Issues. In connection with the ownership
(direct or indirect), operation, management and development of real properties that may contain hazardous or toxic substances,
a real estate-related company may be considered an owner, operator or responsible party of such properties and, therefore, may
be potentially liable for removal or remediation costs, as well as certain other costs, including governmental fines and liabilities
for injuries
to persons and property. The existence of any such material
environmental liability could have a material adverse effect on the results of operations and cash flow of any such company.
REIT Tax Issues. REITs are subject to a highly technical
and complex set of provisions in the Code. A Portfolio might invest in a real estate company that purports to be a REIT and then
the company unexpectedly could fail to qualify as a REIT. In the event of any such failure to qualify as a REIT which is not cured
in accordance with applicable savings provisions in the Code, the company would be subject to corporate-level taxation, significantly
reducing the return to a Portfolio on the Portfolio’s investment in such company. REITs could possibly fail to qualify for
tax-free pass-through of income under the Code, or to maintain their exemptions from registration under the 1940 Act. The above
enumerated risks may also adversely affect a borrower’s or a lessee’s ability to meet its obligations to the REIT.
If a REIT’s borrowers or lessees default, the REIT may experience delays in enforcing its rights as a mortgagee or lessor
and may incur substantial costs associated with protecting its investments.
Investment Companies, Exchange-Traded Funds and Exchange-Traded
Notes
Investment Companies. Each Portfolio, except the Small-Mid
Cap and International Equity Portfolios, may invest, to the extent permitted under the 1940 Act, in securities issued by investment
companies which principally invest in securities of the type in which the Portfolio invests. Under the 1940 Act, a Portfolio’s
investment in such securities, subject to certain exceptions, currently is limited to (i) 3% of the total voting stock of any one
investment company, (ii) 5% of the Portfolio’s total assets with respect to any one investment company and (iii) 10% of the
Portfolio’s total assets in the aggregate (such limits do not apply to investments in money market funds). However, Section
12(d)(1)(F) of the 1940 Act provides that these provisions shall not apply to securities purchased or otherwise acquired by a Portfolio
if (a) immediately after such purchase or acquisition not more than 3% of the total outstanding shares of such investment company
is owned by the Portfolio and all affiliated persons of the Portfolio; and (b) the Portfolio has not offered or sold, and is not
proposing to offer or sell, its shares through a principal underwriter or otherwise at a public or offering price that includes
a sales load of more than 1½%. Rule 12d1-3 under the 1940 Act provides, however, that a Portfolio may rely on the Section
12(d)(1)(F) exemption and charge a sales load in excess of 1½% provided that the sales load and any service fee charged
does not exceed limits set forth in applicable rules of FINRA. In addition, if a Portfolio invests in investment companies, including
any exchange-traded funds (“ETFs”) which are investment companies, pursuant to Section 12(d)(1)(F), it must comply
with the following voting restrictions: when the Portfolio exercises voting rights, by proxy or otherwise, with respect to investment
companies owned by the Portfolio, the Portfolio will either seek instruction from the Portfolio’s shareholders with regard
to the voting of all proxies and vote in accordance with such instructions, or vote the shares held by the Portfolio in the same
proportion as the vote of all other holders of the securities of the investment company. In addition, an investment company purchased
by a Portfolio pursuant to Section 12(d)(1)(F) shall not be required to redeem its shares in an amount exceeding 1% of such investment
company’s total outstanding shares in any period of less than thirty days.
The Small-Mid Cap and International Equity Portfolios may not
purchase securities of other investment companies except in connection with a merger, consolidation, acquisition or reorganization,
and may purchase securities of any one closed-end fund in an amount up to 5% of the Portfolio’s total assets and may purchase
securities of closed-end funds in the aggregate in an amount of up to 10% of the Portfolio’s total assets.
In addition to the management and operational fees the Portfolios
bear directly in connection with their own operation, each Portfolio will also bear its pro rata portion of the advisory and operational
expenses incurred indirectly through its investments in other investment companies. The Portfolios do not intend to invest in investment
companies affiliated with the Fund or the Investment Manager.
For purposes of considering a Portfolio’s status as a
“diversified company” under Section 5(b)(1) of the 1940 Act, investments in other investment companies are excluded
from the diversification test, in accordance with the language in Section 5(b)(1). As a result, the Capital Allocator Portfolio
(which invests primarily in Underlying Funds (as defined in the Prospectus)) may hold fewer securities than other diversified mutual
funds not focusing on investments in other investment companies, although the Portfolio will gain additional diversification through
the Underlying Funds’ portfolios of investments. However, the Capital Allocator Portfolio does not intend to limit its investments
to Underlying Funds that are “diversified companies” or to otherwise monitor the diversification of the
Underlying Funds’ investments. It is currently intended
that the Capital Allocator Portfolio will invest in approximately 10 to 30 Underlying Funds.
With respect to the Capital Allocator Portfolio’s investments
in ETFs, the Fund may enter into an agreement with certain ETFs pursuant to Securities and Exchange Commission (“SEC”)
exemptive orders obtained by the ETFs, and on which the Capital Allocator Portfolio may rely, that permit the Portfolio to invest
in excess of the limits in the 1940 Act and the rules thereunder. These agreements and orders also may require the Investment Manager
to vote the Portfolio’s Underlying Fund shares in proportion to votes cast by other ETF stockholders and may subject the
Portfolio to other requirements in connection with investments in these ETFs.
Exchange-Traded Funds. Investments in investment companies
may include shares of ETFs, which are designed to provide investment results generally corresponding to a securities index. ETFs
usually are units of beneficial interest in an investment trust or represent undivided ownership interests in a portfolio of securities,
in each case with respect to a portfolio of all or substantially all of the component securities of, and in substantially the same
weighting as, the relevant benchmark index. ETFs are listed on an exchange and trade in the secondary market on a per-share basis.
The values of ETFs are subject to change as the values of their
respective component securities fluctuate according to market volatility. Investments in ETFs that are designed to correspond to
an equity index, for example, involve certain inherent risks generally associated with investments in a broadly based portfolio
of common stocks, including the risk that the general level of stock prices may decline, thereby adversely affecting the value
of ETFs invested in by each Portfolio. Moreover, a Portfolio’s investments in ETFs may not exactly match the performance
of a direct investment in the respective indices to which they are intended to correspond due to the temporary unavailability of
certain index securities in the secondary market or other extraordinary circumstances, such as discrepancies with respect to the
weighting of securities.
Most ETFs are open-end investment companies, and, as a result,
investments in such ETFs may not be purchased by the Small-Mid Cap or International Equity Portfolios except in connection with
a merger, consolidation, acquisition or reorganization.
Exchange-Traded Notes. Exchange-traded notes (“ETNs”)
are debt securities that combine certain aspects of ETFs and bonds. ETNs are not investment companies and thus are not regulated
under the 1940 Act. ETNs, like ETFs, are listed on exchanges and generally track specified market indexes, and their value depends
on the performance of the underlying index and the credit rating of the issuer. ETNs may be held to maturity, but unlike bonds
there are no periodic interest payments and principal is not protected.
Master Limited Partnerships (the Global Listed Infrastructure,
Realty Income and Capital Allocator Portfolios only)
Each of these Portfolios may invest in equity securities of
master limited partnerships (“MLPs”). An MLP generally has two classes of partners, the general partner and the limited
partners. The general partner normally controls the MLP through an equity interest plus units that are subordinated to the common
(publicly traded) units for an initial period and then only converting to common if certain financial tests are met. As a motivation
for the general partner to successfully manage the MLP and increase cash flows, the terms of most MLPs typically provide that the
general partner receives a larger portion of the net income as distributions reach higher target levels. As cash flow grows, the
general partner receives a greater interest in the incremental income compared to the interest of limited partners. The general
partner’s incentive compensation typically increases up to 50% of incremental income. Nevertheless, the aggregate amount
distributed to limited partners will increase as MLP distributions reach higher target levels. Given this incentive structure,
the general partner has an incentive to streamline operations and undertake acquisitions and growth projects in order to increase
distributions to all partners.
MLP common units represent an equity ownership interest in a
partnership, providing limited voting rights and entitling the holder to a share of the company’s success through distributions
and/or capital appreciation. Unlike stockholders of a corporation, common unit holders do not elect directors annually and generally
have the right to vote only on certain significant events, such as mergers, a sale of substantially all of the assets, removal
of the general partner or material amendments to the partnership agreement. MLPs are required by their partnership agreements to
distribute a large percentage of their current operating earnings. Common unit holders generally have
first right to a minimum quarterly distribution prior to distributions
to the convertible subordinated unit holders or the general partner (including incentive distributions). Common unit holders typically
have arrearage rights if the minimum quarterly distribution is not met. In the event of liquidation, MLP common unit holders have
first right to the partnership’s remaining assets after bondholders, other debt holders, and preferred unit holders have
been paid in full. MLP common units trade on a national securities exchange or over-the-counter. Some limited liability companies
(“LLCs”) may be treated as MLPs for federal income tax purposes. Similar to MLPs, these LLCs typically do not pay federal
income tax at the entity level and are required by their operating agreements to distribute a large percentage of their current
operating earnings. In contrast to MLPs, these LLCs have no general partner and there are no incentives that entitle management
or other unit holders to increased percentages of cash distributions as distributions reach higher target levels. In addition,
LLC common unit holders typically have voting rights with respect to the LLC, whereas MLP common units have limited voting rights.
MLP common units and other equity securities can be affected by macroeconomic and other factors affecting the stock market in general,
expectations of interest rates, investor sentiment towards MLPs or its business sector, changes in a particular issuer’s
financial condition, or unfavorable or unanticipated poor performance of a particular issuer (in the case of MLPs, generally measured
in terms of distributable cash flow). Prices of common units of individual MLPs and other equity securities can also be affected
by fundamentals unique to the partnership or company, including earnings power and coverage ratios.
MLP convertible subordinated units are typically issued by MLPs
to founders, corporate general partners of MLPs, entities that sell assets to the MLP, and institutional investors, and may be
purchased in direct placements from such persons. The purpose of the convertible subordinated units is to increase the likelihood
that during the subordination period there will be available cash to be distributed to common unit holders. Convertible subordinated
units generally are not entitled to distributions until holders of common units have received specified minimum quarterly distributions,
plus any arrearages, and may receive less in distributions upon liquidation. Convertible subordinated unit holders generally are
entitled to a minimum quarterly distribution prior to the payment of incentive distributions to the general partner, but are not
entitled to arrearage rights. Therefore, they generally entail greater risk than MLP common units. They are generally convertible
automatically into the senior common units of the same issuer at a one-to-one ratio upon the passage of time or the satisfaction
of certain financial tests. These units do not trade on a national exchange or over-the-counter, and there is no active market
for convertible subordinated units. The value of a convertible security is a function of its worth if converted into the underlying
common units. Convertible subordinated units generally have similar voting rights to MLP common units. Because convertible subordinated
units generally convert to common units on a one-to-one ratio, the price that the Portfolio could be expected to pay upon purchase
or to realize upon resale is generally tied to the common unit price less a discount. The size of the discount varies depending
on a variety of factors including the likelihood of conversion, and the length of time remaining to conversion, and the size of
the block purchased.
MLP I-Shares represent an indirect investment in MLP I-units.
I-units are equity securities issued to affiliates of MLPs, typically a limited liability company, that own an interest in and
manage the MLP. The issuer has management rights but is not entitled to incentive distributions. The I-Share issuer’s assets
consist exclusively of MLP I-units. Distributions by MLPs to I-unit holders are made in the form of additional I-units, generally
equal in amount to the cash received by common unit holders of MLPs. Distributions to I-Share holders are made in the form of additional
I-Shares, generally equal in amount to the I-units received by the I-Share issuer. The issuer of the I-Share is taxed as a corporation
for federal income tax purposes; however, the MLP does not allocate income or loss to the I-Share issuer. Accordingly, investors
receive a Form 1099, are not allocated their proportionate share of income of the MLPs and are not subject to state income tax
filing obligations. The price of I-Shares and their volatility tend to be correlated to the price of common units, although the
price correlation is not precise.
Each Portfolio’s investments in MLPs is anticipated to
consist primarily of “qualified publicly traded partnerships” that do not generate non-qualifying income for the purposes
of satisfying the Portfolio’s “gross income test,” as further discussed in the Taxation section of this SAI.
Illiquid Securities
Each Portfolio may invest up to 15% (10% in the case of the
Small-Mid Cap, International Equity, International Small Cap and Emerging Markets Portfolios) of the value of its net assets in
securities as to which a liquid trading market does not exist, provided such investments are consistent with the Portfolio’s
investment objective. These
securities may include securities that are not readily marketable,
such as securities that are subject to legal or contractual restrictions on resale (such as private placements and certain restricted
securities), repurchase agreements providing for settlement in more than seven days after notice, certain mortgage-related securities,
and certain privately negotiated, non-exchange traded options and securities used to cover such options. Illiquid securities may
be difficult to value accurately, and a Portfolio is subject to the risk that should the Portfolio desire to sell them when a ready
buyer is not available at a price that is deemed to be representative of their value, the value of the Portfolio’s net assets
could be adversely affected.
Money Market Instruments; Temporary Defensive Positions
When the Investment Manager determines that adverse market conditions
exist, a Portfolio may adopt a temporary defensive position and invest some or all of its assets in money market instruments, including
shares of money market mutual funds (except the Small-Mid Cap and International Equity Portfolios), US Government securities, repurchase
agreements, bank obligations and commercial paper and other short-term obligations (“Money Market Instruments”). Each
Portfolio also may purchase Money Market Instruments when it has cash reserves or in anticipation of taking a market position,
and the Emerging Markets Multi Asset, Emerging Markets Debt, Emerging Markets Income, Global Fixed Income and Dynamic Portfolios
may invest in Money Market Instruments as part of their investment strategies.
Repurchase Agreements. Repurchase agreements are transactions
by which a Portfolio purchases a security and simultaneously commits to resell that security to the seller at a mutually agreed
upon time and price. The repurchase price may be higher than the purchase price, the difference being income to a Portfolio, or
the purchase and repurchase prices may be the same, with interest at a stated rate due to a Portfolio together with the repurchase
price on repurchase. In either case, the income to a Portfolio is unrelated to the interest rate on the security itself. The Portfolios
will generally enter into repurchase agreements of short durations, from overnight to one week, although the underlying securities
generally have longer maturities.
Bank Obligations. Bank obligations in which the Portfolios
may invest consist of certificates of deposit, banker’s acceptances and time deposits issued by national banks and state
banks, trust companies and mutual savings banks, or by banks or institutions, the accounts of which are insured by the Federal
Deposit Insurance Corporation or the Savings Association Insurance Fund. Certificates of deposit are negotiable certificates evidencing
the indebtedness of a commercial bank to repay funds deposited with it for a definite period of time (usually from 14 days to one
year) at a stated or variable interest rate. Banker’s acceptances are credit instruments evidencing the obligation of a bank
to pay a draft which has been drawn on it by a customer, which instruments reflect the obligation both of the bank and of the drawer
to pay the face amount of the instrument upon maturity. Time deposits are non-negotiable deposits maintained in a banking institution
for a specified period of time at a stated interest rate.
Foreign Banking Obligations (the Emerging Markets Multi Asset,
Emerging Markets Debt, Emerging Markets Income, Global Fixed Income and Dynamic Portfolios only). Obligations of foreign branches
and foreign subsidiaries of domestic banks, and domestic and foreign branches of foreign banks may be general obligations of the
parent banks in addition to the issuing branch, or may be limited by the terms of a specific obligation and governmental regulation.
Such obligations are subject to different risks than are those of domestic banks. These risks include foreign economic and political
developments, foreign governmental restrictions that may adversely affect payment of principal and interest on the obligations,
foreign exchange controls, seizure of assets, declaration of a moratorium and foreign withholding and other taxes on interest income.
Foreign branches and subsidiaries are not necessarily subject to the same or similar regulatory requirements that apply to domestic
banks, such as mandatory reserve requirements, loan limitations, and accounting, auditing and financial recordkeeping requirements.
In addition, less information may be publicly available about a foreign branch of a domestic bank or about a foreign bank than
about a domestic bank.
Obligations of US branches of foreign banks may be general obligations
of the parent bank in addition to the issuing branch, or may be limited by the terms of a specific obligation or by federal or
state regulation as well as governmental action in the country in which the foreign bank has its head office. A domestic branch
of a foreign bank with assets in excess of $1 billion may or may not be subject to reserve requirements imposed by the Federal
Reserve System or by the state in which the branch is located if the branch is licensed in that state. In addition, federal branches
licensed by the Comptroller of the Currency and branches licensed by certain states may be
required to: (1) pledge to the regulator, by depositing assets
with a designated bank within the state, a certain percentage of their assets as fixed from time to time by the appropriate regulatory
authority; and (2) maintain assets within the state in an amount equal to a specified percentage of the aggregate amount of liabilities
of the foreign bank payable at or through all of its agencies or branches within the state.
Commercial Paper. Commercial paper consists of short-term
(usually from one to 270 days) unsecured promissory notes issued by corporations in order to finance their current operations.
Certain notes may have floating or variable rates. Variable and floating rate notes with a demand notice period exceeding seven
days will be subject to a Portfolio’s policy with respect to illiquid investments unless, in the judgment of the Funds, such
note is considered to be liquid.
Borrowing Money
Each Portfolio may borrow to the extent permitted under the
1940 Act, which permits an investment company to borrow in an amount up to 33⅓% of the value of its total assets (including
the amount borrowed) valued at the lesser of cost or market, less liabilities (including the amount borrowed) at the time the borrowing
is made. While such borrowings exceed 5% of a Portfolio’s total assets, the Portfolio will not make any additional investments.
Money borrowed will be subject to interest costs. In addition, each Portfolio other than the Small-Mid Cap, International Equity,
Realty Income, Realty Equity and Global Realty Portfolios may borrow for investment purposes to the extent permitted under the
1940 Act. See “Leverage” below.
Leverage (All Portfolios, except the Small-Mid Cap and Global
Realty Portfolios). Leveraging (buying securities using borrowed money) exaggerates the effect on net asset value of any increase
or decrease in the market value of the Portfolio’s investment. Money borrowed for leveraging is limited to 33⅓% of
the value of the Portfolio’s total assets. Interest costs may or may not be recovered by appreciation of the securities purchased;
in certain cases, interest costs may exceed the return received on the securities purchased. For borrowings for investment purposes,
the 1940 Act requires the Portfolio to maintain continuous asset coverage (total assets including borrowings, less liabilities
exclusive of borrowings) of 300% of the amount borrowed. If the required coverage should decline as a result of market fluctuations
or other reasons, the Portfolio may be required to sell some of its portfolio holdings within three days to reduce the amount of
its borrowings and restore the 300% asset coverage, even though it may be disadvantageous from an investment standpoint to sell
securities at that time. The Portfolio also may be required to maintain minimum average balances in connection with such borrowing
or pay a commitment or other fee to maintain a line of credit; either of these requirements would increase the cost of borrowing
over the stated interest rate.
Each Portfolio may enter into reverse repurchase agreements
with banks, brokers or dealers. This form of borrowing involves the transfer by the Portfolio of an underlying debt instrument
in return for cash proceeds based on a percentage of the value of the security. Each Portfolio retains the right to receive interest
and principal payments on the security. As a result of these transactions, the Portfolio is exposed to greater potential fluctuation
in the value of its assets and its net asset value per share. At an agreed upon future date, the Portfolio repurchases the security
at principal plus accrued interest. To the extent a Portfolio enters into a reverse repurchase agreement, the Portfolio will maintain
in a segregated custodial account permissible liquid assets at least equal to the aggregate amount of its reverse repurchase obligations,
plus accrued interest, in certain cases, in accordance with releases promulgated by the SEC. The SEC views reverse repurchase transactions
as collateralized borrowing by a Portfolio. Except for these transactions, each Portfolio’s borrowings generally will be
unsecured.
Lending Portfolio Securities
Each Portfolio may lend securities from its portfolio to brokers,
dealers and other financial institutions needing to borrow securities to complete certain transactions. In connection with such
loans, the Portfolio remains the owner of the loaned securities and continues to be entitled to payments in amounts equal to the
interest, dividends or other distributions payable on the loaned securities. The Portfolio also has the right to terminate a loan
at any time. The Portfolio may call the loan to vote proxies if a material issue affecting the Portfolio’s investment is
to be voted upon. Loans of portfolio securities may not exceed 33⅓% of the value of the Portfolio’s total assets. The
Portfolio will receive collateral consisting of cash, US Government securities or irrevocable letters of credit which will be maintained
at all times in an amount equal to at least 100% of the current market value of the loaned securities. If
the collateral consists of a letter of credit or securities,
the borrower will pay the Portfolio a loan premium fee. If the collateral consists of cash, the Portfolio will reinvest the cash
and pay the borrower a pre-negotiated fee or “rebate” from any return earned on the investment. Should the borrower
of the securities fail financially, the Portfolio may experience delays in recovering the loaned securities or exercising its rights
in the collateral. Loans are made only to borrowers that are deemed by the Investment Manager to be of good financial standing.
In a loan transaction, the Portfolio will also bear the risk of any decline in value of securities acquired with cash collateral.
Derivatives (All Portfolios, except the Small-Mid Cap Portfolio)
Each Portfolio may invest in, or enter into, derivatives, such
as options, futures contracts, options on futures contracts and swap agreements, for a variety of reasons, including to hedge certain
market risks, to provide a substitute for purchasing or selling particular securities or to increase potential income gain. Derivatives
may provide a less expensive, quicker or more specifically focused way for the Portfolio to invest than “traditional”
securities would.
Derivatives can be volatile and involve various types and degrees
of risk, depending upon the characteristics of the particular derivative and the portfolio as a whole. Derivatives permit a Portfolio
to increase or decrease the level of risk, or change the character of the risk, to which its portfolio is exposed in much the same
way as the Portfolio can increase or decrease the level of risk, or change the character of the risk, of its portfolio by making
investments in specific securities. However, derivatives may entail investment exposures that are greater than their cost would
suggest, meaning that a small investment in derivatives could have a large potential impact on a Portfolio’s performance.
If a Portfolio invests in derivatives at inopportune times or
judges market conditions incorrectly, such investments may lower the Portfolio’s return or result in a loss. A Portfolio
also could experience losses if its derivatives were poorly correlated with its other investments, or if the Portfolio were unable
to liquidate its position because of an illiquid secondary market. The market for many derivatives is, or suddenly can become,
illiquid. Changes in liquidity may result in significant, rapid and unpredictable changes in the prices for derivatives.
The Portfolios have claimed exclusions from the definition of
the term “commodity pool operator” (“CPO”) under the Commodity Exchange Act (the “CEA”) and,
therefore, are not subject to registration or regulation as a CPO under the CEA. As a result of recent amendments by the Commodity
Futures Trading Commission (the “CFTC”) to its rules, certain Portfolios may be limited in their ability to use commodity
futures or options thereon, engage in certain swaps transactions or make certain other investments (collectively, “commodity
interests”) if the Portfolios continue to rely on this exclusion from the definition of CPO. Under the amendments, in order
to be eligible to continue to rely on this exclusion, if a Portfolio uses commodity interests other than for bona fide hedging
purposes (as defined by the CFTC) the aggregate initial margin and premiums required to establish these positions (after taking
into account unrealized profits and unrealized losses on any such positions and excluding the amount by which options are “in-the-money”
at the time of purchase) may not exceed 5% of a Portfolio’s NAV, or, alternatively, the aggregate net notional value of those
positions, as determined at the time the most recent position was established, may not exceed 100% of the Portfolio’s NAV
(after taking into account unrealized profits and unrealized losses on any such positions). In addition to meeting one of the foregoing
trading limitations, a Portfolio may not market itself as a commodity pool or otherwise as a vehicle for trading in the commodity
futures, commodity options or swaps markets. Even if a Portfolio’s direct use of commodity interests complies with the trading
limitations described above, the Portfolio may have indirect exposure to commodity interests in excess of such limitations. Such
exposure may result from the Portfolio’s investment in other investment vehicles, including investment companies that are
not managed by the Investment Manager or one of its affiliates, certain securitized vehicles that may invest in commodity interests
and/or non-equity REITs that may invest in commodity interests (collectively, “underlying funds”). Because the Investment
Manager may have limited or no information as to the commodity interests in which an underlying fund invests at any given time,
the CFTC has issued temporary no-action relief permitting registered investment companies, such as the Portfolios, to continue
to rely on the exclusion from the definition of CPO. The Investment Manager, on behalf of the Portfolios, has filed the required
notice to claim this no-action relief. In order to rely on the temporary no-action relief, the Investment Manager must meet certain
conditions and the Portfolios must otherwise comply with the trading and market restrictions described above with respect to their
direct investments in commodity interests.
Derivatives may be purchased on established exchanges or through
privately negotiated transactions referred to as over-the-counter derivatives. Exchange-traded derivatives generally are guaranteed
by the clearing agency which is the issuer or counterparty to such derivatives. This guarantee usually is supported by a daily
variation margin system operated by the clearing agency in order to reduce overall credit risk. As a result, unless the clearing
agency defaults, there is relatively little counterparty credit risk associated with derivatives purchased on an exchange. In contrast,
no clearing agency guarantees over-the-counter derivatives. Therefore, each party to an over-the-counter derivative bears the risk
that the counterparty will default. Accordingly, the Investment Manager will consider the creditworthiness of counterparties to
over-the-counter derivatives in the same manner as it would review the credit quality of a security to be purchased by the Portfolio.
Over-the-counter derivatives are less liquid than exchange-traded derivatives since the other party to the transaction may be the
only investor with sufficient understanding of the derivative to be interested in bidding for it.
Successful use of derivatives by a Portfolio also is subject
to the Investment Manager’s ability to predict correctly movements in the direction of the relevant market and to the extent
the transaction is entered into for hedging purposes, to ascertain the appropriate correlation between the transaction being hedged
and the price movements of the futures contract. For example, if a Portfolio uses futures to hedge against the possibility of a
decline in the market value of securities held in its portfolio and the prices of such securities instead increase, the Portfolio
will lose part or all of the benefit of the increased value of securities which it has hedged because it will have offsetting losses
in its futures positions.
Pursuant to regulations and/or published positions of the SEC,
a Portfolio may be required to segregate permissible liquid assets, or engage in other measures approved by the SEC or its staff,
to “cover” the Portfolio’s obligations relating to its transactions in derivatives. For example, in the case
of futures contracts or forward contracts that are not contractually required to cash settle, a Portfolio must either set aside
liquid assets equal to such contracts’ full notional value (generally, the total numerical value of the asset underlying
a future or forward contract at the time of valuation) or maintain offsetting positions while the positions are open. With respect
to futures contracts or forward contracts that are contractually required to cash settle, however (such as a “non-deliverable”
forward currency contract), a Portfolio is permitted to set aside liquid assets in an amount equal to the Portfolio’s daily
marked-to-market net obligation (i.e., the Portfolio’s daily net liability) under the contracts, if any, rather than
such contracts’ full notional value. By setting aside assets equal to only its net obligations under cash-settled futures
and forward contracts, a Portfolio may employ leverage to a greater extent than if the Portfolio were required to segregate assets
equal to the full notional value of such contracts. To maintain this required cover, the Portfolio may have to sell securities
at disadvantageous prices or times since it may not be possible to liquidate a derivative position at a reasonable price. The segregation
of such assets will have the effect of limiting the Portfolio’s ability to otherwise invest those assets.
Futures Transactions—In General (All Portfolios, except
the Small-Mid Cap and International Equity Portfolios). Each Portfolio may enter into futures contracts in US domestic markets,
or on exchanges located outside the United States. Foreign markets may offer advantages such as trading opportunities or arbitrage
possibilities not available in the United States. Foreign markets, however, may have greater risk potential than domestic markets.
For example, some foreign exchanges are principal markets so that no common clearing facility exists and an investor may look only
to the broker for performance of the contract. In addition, any profits a Portfolio might realize in trading could be eliminated
by adverse changes in the currency exchange rate, or the Portfolio could incur losses as a result of those changes. Transactions
on foreign exchanges may include both commodities which are traded on domestic exchanges and those which are not. Unlike trading
on domestic commodity exchanges, trading on foreign commodity exchanges is not regulated by the CFTC.
Engaging in these transactions involves risk of loss to the
Portfolio which could adversely affect the value of the Portfolio’s net assets. Although each of these Portfolios intends
to purchase or sell futures contracts only if there is an active market for such contracts, no assurance can be given that a liquid
market will exist for any particular contract at any particular time. Many futures exchanges and boards of trade limit the amount
of fluctuation permitted in futures contract prices during a single trading day. Once the daily limit has been reached in a particular
contract, no trades may be made that day at a price beyond that limit or trading may be suspended for specified periods during
the trading day. Futures contract prices could move to the limit for several consecutive trading days with little or no trading,
thereby preventing prompt liquidation of futures positions and potentially subjecting the Portfolio to substantial losses.
Specific Futures Transactions. Each Portfolio other than
the Small-Mid Cap, International Equity, Emerging Markets Debt, Emerging Markets Income, Explorer Total Return, Corporate Income,
Short Duration Fixed Income and Global Fixed Income Portfolios may purchase and sell stock index futures contracts. A stock index
future obligates the Portfolio to pay or receive an amount of cash equal to a fixed dollar amount specified in the futures contract
multiplied by the difference between the settlement price of the contract on the contract’s last trading day and the value
of the index based on the stock prices of the securities that comprise it at the opening of trading in such securities on the next
business day.
Each Portfolio other than the Mid Cap, Small-Mid Cap and International
Equity Portfolios may purchase and sell interest rate futures contracts. An interest rate future obligates the Portfolio to purchase
or sell an amount of a specific debt security at a future date at a specific price.
Each Portfolio, except the Small-Mid Cap and International Equity
Portfolios, may buy and sell foreign currency futures. A currency future obligates the Portfolio to purchase or sell an amount
of a specific currency at a future date at a specific price.
The Capital Allocator Portfolio may buy and sell commodity futures.
A commodity futures contract is an agreement between two parties in which one party agrees to buy a commodity, such as an energy,
agricultural or metal commodity, from the other party at a later date at a price and quantity agreed-upon when the contract is
made. The commodities which underlie commodity futures contracts may be subject to additional economic and non-economic variables,
such as drought, weather, embargoes, tariffs, and international economic, political and regulatory developments. These factors
may have a larger impact on commodity prices and commodity-linked instruments, including futures contracts, than on traditional
securities. Certain commodities are also subject to limited pricing flexibility because of supply and demand factors. Others are
subject to broad price fluctuations as a result of the volatility of the prices for certain raw materials and the instability of
supplies of other materials. These factors, when applicable, can be expected to impact related commodity futures contracts.
Options—In General (All Portfolios, except the Small-Mid
Cap and International Equity Portfolios). Each of these Portfolios may buy and sell (write) covered call and put options. A
call option gives the purchaser of the option the right to buy, and obligates the writer to sell, the underlying security or securities
at the exercise price at any time during the option period, or at a specific date. Conversely, a put option gives the purchaser
of the option the right to sell, and obligates the writer to buy, the underlying security or securities at the exercise price at
any time during the option period, or at a specific date.
A covered call option written by a Portfolio is a call option
with respect to which the Portfolio owns the underlying security or otherwise covers the transaction by segregating permissible
liquid assets. A put option written by a Portfolio is covered when, among other things, the Portfolio segregates permissible liquid
assets having a value equal to or greater than the exercise price of the option to fulfill the obligation undertaken. The principal
reason for writing covered call and put options is to realize, through the receipt of premiums, a greater return than would be
realized on the underlying securities alone. A Portfolio receives a premium from writing covered call or put options which it retains
whether or not the option is exercised.
There is no assurance that sufficient trading interest to create
a liquid secondary market on a securities exchange will exist for any particular option or at any particular time, and for some
options no such secondary market may exist. A liquid secondary market in an option may cease to exist for a variety of reasons.
In the past, for example, higher than anticipated trading activity or order flow, or other unforeseen events, at times have rendered
certain of the clearing facilities inadequate and resulted in the institution of special procedures, such as trading rotations,
restrictions on certain types of orders or trading halts or suspensions in one or more options. There can be no assurance that
similar events, or events that may otherwise interfere with the timely execution of customers’ orders, will not recur. In
such event, it might not be possible to effect closing transactions in particular options. If, as a covered call option writer,
a Portfolio is unable to effect a closing purchase transaction in a secondary market, it will not be able to sell the underlying
security until the option expires or it delivers the underlying security upon exercise or it otherwise covers its position.
Specific Options Transactions. Each Portfolio other than
the Small-Mid Cap and International Equity Portfolios may buy and sell call and put options in respect of specific securities (or
groups or “baskets” of specific securities)
or indices listed on national securities exchanges or traded
in the over-the-counter market. An option on an index is similar to an option in respect of specific securities, except that settlement
does not occur by delivery of the securities comprising the index. Instead, the option holder receives an amount of cash if the
closing level of the index upon which the option is based is greater than, in the case of a call, or less than, in the case of
a put, the exercise price of the option. Thus, the effectiveness of purchasing or writing index options will depend upon price
movements in the level of the index rather than the price of a particular security.
As the writer (seller) of a call option, a Portfolio would receive
cash (the premium) from the purchaser of the option, and the purchaser has the right to receive from the Portfolio the cash value
of the underlying index or any appreciation in the underlying security over the exercise price on the expiration date or otherwise
upon exercise. In effect, the Portfolio forgoes, during the life of the option, the opportunity to profit from increases in the
market value of the underlying security or securities held by the Portfolio with respect to which the option was written above
the sum of the premium and the exercise price. For index options, this will depend, in part, on the extent of correlation of the
performance of the Portfolio’s portfolio securities with the performance of the relevant index. Covered call option writing
will generally limit the Portfolio’s ability to benefit from the full appreciation potential of its stock investments underlying
the options, and the Portfolio retains the risk of loss (less premiums received) if the value of these stock investments declines.
The Portfolio’s written call options on individual stocks will be “covered” because the Portfolio will hold the
underlying stock in its portfolio throughout the term of the option. The Portfolio also will “cover” its written index
call option positions by either segregating liquid assets in an amount equal to the contract value of the index or by entering
into offsetting positions.
A Portfolio may write call options that are “at-the-money”
(the exercise price of the option is equal to the value of the underlying index or stock when the option is written), “close-to-the-money”
(with an exercise price close to the current cash value of the underlying index or the market value of the underlying security
when the option is written), “out-of-the-money” (with an exercise price above the current cash value of the underlying
index or the market value of the underlying security when the option is written) or “in-the-money” (with an exercise
price below the current cash value of the underlying index or market value of the underlying security when the option is written),
based on market conditions and other factors.
Each Portfolio other than the Small-Mid Cap and International
Equity Portfolios may buy and sell call and put options on foreign currency. These options convey the right to buy or sell the
underlying currency at a price which is expected to be lower or higher than the spot price of the currency at the time the option
is exercised or expires.
Each Portfolio other than the Small-Mid Cap and International
Equity Portfolios may purchase cash-settled options on interest rate swaps, interest rate swaps denominated in foreign currency
and equity index swaps in pursuit of its investment objective. Interest rate swaps involve the exchange by a Portfolio with another
party of their respective commitments to pay or receive interest (for example, an exchange of floating-rate payments for fixed-rate
payments) denominated in US dollars or foreign currency. Equity index swaps involve the exchange by the Portfolio with another
party of cash flows based upon the performance of an index or a portion of an index of securities which usually includes dividends.
A cash-settled option on a swap gives the purchaser the right, but not the obligation, in return for the premium paid, to receive
an amount of cash equal to the value of the underlying swap as of the exercise date. These options typically are purchased in privately
negotiated transactions from financial institutions, including securities brokerage firms.
Successful use by a Portfolio of options will be subject to
the Investment Manager’s ability to predict correctly movements in the prices of individual stocks, the stock market generally,
foreign currencies or interest rates. To the extent the Investment Manager’s predictions are incorrect, the Portfolio may
incur losses.
Swap Agreements (All Portfolios, except the Small-Mid Cap
and International Equity Portfolios). To the extent consistent with the Portfolio’s investment objective and management
policies as set forth herein, each Portfolio may enter into equity, interest rate, index, total return and currency rate swap agreements.
These transactions are entered into in an attempt to obtain a particular return when it is considered desirable to do so, possibly
at a lower cost to the Portfolio than if the Portfolio had invested directly in the asset that yielded the desired return. Swap
agreements are two-party contracts entered into primarily by institutional investors for periods ranging from a few weeks to more
than a year. In a standard swap transaction, two parties agree to exchange the returns (or differentials in rates of return) earned
or realized on particular predetermined investments or instruments, which may be adjusted for an
interest factor. The gross returns to be exchanged or “swapped”
between the parties are generally calculated with respect to a “notional amount,” i.e., the return on or increase
in value of a particular dollar amount invested at a particular interest rate, in a particular foreign currency, or in a “basket”
of securities representing a particular index. Forms of swap agreements include interest rate caps, under which, in return for
a premium, one party agrees to make payments to the other to the extent interest rates exceed a specified rate or “cap”;
interest rate floors, under which, in return for a premium, one party agrees to make payments to the other to the extent interest
rates fall below a specified level or “floor”; and interest rate collars, under which a party sells a cap and purchases
a floor or vice versa in an attempt to protect itself against interest rate movements exceeding given minimum or maximum levels.
Most swap agreements entered into by a Portfolio would calculate
the obligations of the parties to the agreement on a “net” basis. Consequently, the Portfolio’s current obligations
(or rights) under a swap agreement generally will be equal only to the net amount to be paid or received under the agreement based
on the relative values of the positions held by each party to the agreement (the “net amount”). The risk of loss with
respect to swaps is limited to the net amount of payments that the Portfolio is contractually obligated to make. If the other party
to a swap defaults, the Portfolio’s risk of loss consists of the net amount of payments that the Portfolio contractually
is entitled to receive.
Structured Securities (the Emerging Markets Multi Asset,
Emerging Markets Income, Short Duration Fixed Income, Global Fixed Income and Dynamic Portfolios only). Structured securities
are securities whose cash flow characteristics depend upon one or more indices or that have embedded forwards or options or securities
where a Portfolio’s investment return and the issuer’s payment obligations are contingent on, or highly sensitive to,
changes in the value of underlying assets, indices, interest rates, cash flows or market (the “embedded index”). When
a Portfolio purchases a structured security, it will make a payment of principal to the counterparty. Some structured securities
have a guaranteed repayment of principal while others place a portion (or all) of the principal at risk. Guarantees are subject
to the risk of default by the counterparty or its credit provider. The terms of such structured securities normally provide that
their principal and/or interest payments are to be adjusted upwards or downwards (but not ordinarily below zero) to reflect changes
in the embedded index while the structured securities are outstanding. As a result, the interest and/or principal payments that
may be made on a structured security may vary widely, depending upon a variety of factors, including the volatility of the embedded
index and the effect of changes in the embedded index on principal and/or interest payments. The rate of return on structured securities
may be determined by applying a multiplier to the performance or differential performance of the embedded index. Application of
a multiplier involves leverage that will serve to magnify the potential for gain and the risk of loss. Structured securities may
be issued in subordinated and unsubordinated classes, with subordinated classes typically having higher yields and greater risks
than an unsubordinated class. Structured securities may not have an active trading market.
Future Developments. A Portfolio may take advantage of
opportunities in options and futures contracts and options on futures contracts and any other derivatives which are not presently
contemplated for use by the Portfolio or which are not currently available but which may be developed, to the extent such opportunities
are both consistent with the Portfolio’s investment objective and legally permissible for the Portfolio. Before entering
into such transactions or making any such investment, the Portfolio will provide appropriate disclosure in its Prospectus or this
SAI.
Foreign Currency Transactions (All Portfolios, except the
Small-Mid Cap Portfolio)
Currency exchange rates may fluctuate significantly over short
periods of time. They 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 perceived changes in interest rates and other complex factors, as seen
from an international perspective. Currency exchange rates also can be affected unpredictably by intervention of US or foreign
governments or central banks, or the failure to intervene, or by currency controls or political developments in the United States
or abroad.
Foreign currency transactions may be entered into for a variety
of purposes, including: to fix in US dollars, between trade and settlement date, the value of a security the Portfolio has agreed
to buy or sell; to hedge the US dollar value of securities the Portfolio already owns, particularly if it expects a decrease in
the value of the currency in which the foreign security is denominated; or to gain exposure to the foreign currency in an attempt
to realize gains. Foreign currency transactions may involve, for example, the Portfolio’s purchase of foreign currencies
for US dollars or the maintenance of short positions in foreign currencies. A short position would involve the Portfolio agreeing
to
exchange an amount of a currency it did not currently own for
another currency at a future date in anticipation of a decline in the value of the currency sold relative to the currency the Portfolio
contracted to receive. The Portfolio’s success in these transactions will depend principally on the Investment Manager’s
ability to predict accurately the future exchange rates between foreign currencies and the US dollar.
Short-Selling (All Portfolios, except the Small-Mid Cap,
International Equity, International Small Cap and Emerging Markets Portfolios)
Each of these Portfolios may engage in short sales of securities,
although the Fund, other than with respect to the Long/Short and Capital Allocator Portfolios, has no current intention of engaging
in short sales and will not do so without prior approval of the Fund’s Board. A short sale involves the sale of a security
that a Portfolio does not own in the expectation of purchasing the same security (or a security exchangeable therefor) at a later
date and at a lower price. To complete a short sale transaction and make delivery to the buyer, the Portfolio must borrow the security.
The Portfolio is obligated to replace the borrowed security to the lender, which is accomplished by a later purchase of the security
by the Portfolio. Until the security is replaced, the Portfolio is required to pay the lender any dividends or interest accruing
during the period of the loan. To borrow the security, the Portfolio also may have to pay a fee to the lender, which would increase
the cost to the Portfolio of the security it sold short. The Portfolio will incur a loss as a result of a short sale if the price
of the security increases between the date of the short sale and the date on which the Portfolio replaces the borrowed security.
The Portfolio will realize a gain if the security declines in price between those two dates. In certain cases, purchasing a security
to cover a short position can itself cause the price of the security to rise, thereby exacerbating any loss, especially in an environment
where others are taking the same actions. Short positions in stocks involve more risk than long positions in stocks because the
maximum sustainable loss on a stock purchased is limited to the amount paid for the stock plus the transaction costs, whereas there
is no maximum attainable price on the shorted stock. In theory, stocks sold short have unlimited risk. The amount of any gain will
be decreased and the amount of any loss will be increased by any interest, premium and transaction charges or other costs a Portfolio
may be required to pay in connection with the short sale. A Portfolio may not always be able to borrow a security the Portfolio
seeks to sell short at a particular time or at an acceptable price.
A Portfolio also may make short sales “against the box,”
in which the Portfolio enters into a short sale of a security it owns or has the immediate and unconditional right to acquire at
no additional cost at the time of the sale.
When a Portfolio makes a short sale, it must leave the proceeds
thereof with the broker and deposit with, or pledge to, the broker an amount of cash or liquid securities sufficient under current
margin regulations to collateralize its obligation to replace the borrowed securities that have been sold. Until a Portfolio closes
its short position or replaces the borrowed security, the Portfolio will: (a) segregate permissible liquid assets in an amount
that, together with the amount provided as collateral, is at least equal to the current value of the security sold short; or (b)
otherwise cover its short position through offsetting positions. Short-selling is considered “leverage” and may involve
substantial risk. For Portfolios other than the Long/Short Portfolio, securities will not be sold short if, after effect is given
to any such short sale, the total market value of all securities sold short would exceed 25% of the value of the Portfolio’s
net assets; the Portfolio may not make a short-sale which results in the Portfolio having sold short in the aggregate more than
5% of the outstanding securities of any class of issuer.
Forward Commitments
A Portfolio may purchase or sell securities on a forward commitment,
when-issued or delayed delivery basis, which means that delivery and payment take place a number of days after the date of the
commitment to purchase or sell. The payment obligation and the interest rate receivable on a forward commitment, when-issued or
delayed-delivery security are fixed when the Portfolio enters into the commitment, but the Portfolio does not make a payment until
it receives delivery from the counterparty. The Portfolio will segregate permissible liquid assets at least equal to the full notional
value of its forward commitment contracts or, with respect to forward commitments that include a contractual cash settlement requirement,
will segregate such assets at least equal at all times to the amount of the Portfolio’s purchase commitment. A Portfolio
may engage in forward commitments to increase the Portfolio’s financial exposure to the types of securities in which it invests,
which would increase the Portfolio’s exposure to changes in interest rates and will increase the volatility of its returns.
If the Portfolio is fully or almost fully invested when forward commitment purchases are outstanding, such purchases may result
in a form of leverage. At no time
will a Portfolio have more than 33⅓% of its total assets
committed to purchase securities on a forward commitment basis.
Securities purchased on a forward commitment, when-issued or
delayed-delivery basis are subject to changes in value (generally changing in the same way, i.e., appreciating when interest
rates decline and depreciating when interest rates rise) based upon the public’s perception of the creditworthiness of the
issuer and changes, real or anticipated, in the level of interest rates. Securities purchased on a forward commitment, when-issued
or delayed-delivery basis may expose a Portfolio to risks because they may experience such fluctuations prior to their actual delivery.
Purchasing securities on a forward commitment, when-issued or delayed-delivery basis can involve the additional risk that the yield
available in the market when the delivery takes place actually may be higher than that obtained in the transaction itself. Purchasing
securities on a forward commitment, when-issued or delayed-delivery basis when the Portfolio is fully or almost fully invested
may result in greater potential fluctuation in the value of the Portfolio’s net assets and its net asset value per share.
Smaller Company Securities (All Portfolios except the International
Equity, International Equity Select, Corporate Income and Short Duration Fixed Income Portfolios)
The prices of securities of smaller capitalization companies
may be subject to more abrupt or erratic market movements than securities of larger, more established companies, because securities
of smaller companies typically are traded in lower volume and the issuers typically are subject to greater changes in earnings
and prospects. Smaller capitalization companies often have limited product lines, markets or financial resources. They may be dependent
on management for one or a few key persons, and can be more susceptible to losses and the risk of bankruptcy. In addition, securities
of the small capitalization sector may be thinly traded (and therefore may have to be sold at a discount from current market prices
or sold in small lots over an extended period of time), may be followed by fewer investment research analysts and may pose a greater
chance of loss than investments in securities of larger capitalization companies.
Investment
Restrictions
Portfolios Other Than the Realty Portfolios
Each Portfolio other than the Realty Portfolios (except as noted)
has adopted investment restrictions numbered 1 through 10 below as fundamental policies, which cannot be changed without approval
by the holders of a majority of the Portfolio’s outstanding voting securities (as defined in the 1940 Act). However, the
amendment of these restrictions to add an additional Portfolio, which amendment does not substantively affect the restrictions
with respect to an existing Portfolio, will not require approval as described in the first sentence. Investment restrictions numbered
11 through 16 below are not fundamental policies and may be changed, as to a Portfolio, by vote of a majority of the Fund’s
Board at any time.
None of these Portfolios may:
| 1. | (Portfolios other than the Long/Short, International Equity Concentrated, Global Strategic and Emerging Markets Income Portfolios)
issue senior securities, borrow money or pledge or mortgage its assets, except that (A) each Portfolio may borrow from banks for
temporary purposes, including the meeting of redemption requests which might require the untimely disposition of securities, as
described in the Prospectus and (B) each of the Equity Concentrated, Strategic Equity, Mid Cap, Global Equity Select, Global Listed
Infrastructure, International Equity Select, International Strategic, International Small Cap, Emerging Markets Core, Emerging
Markets, Developing Markets, Emerging Markets Blend, Emerging Markets Multi Asset, Emerging Markets Debt, Explorer Total Return,
Short Duration Fixed Income, Corporate Income, Global Fixed Income, Dynamic and Capital Allocator Portfolios also may borrow money
to the extent permitted under the 1940 Act; provided, however, that the Portfolio will not make new investments to the extent borrowings
exceed 5% of its total assets, except for borrowings covered within the interpretations of Sections 18(f) of the 1940 Act. For
purposes of this investment restriction, a Portfolio’s entry into options, forward contracts, futures contracts, including
those related to indexes, shall not constitute borrowing; |
| | |
| 2. | (the Long/Short, International Equity Concentrated, Global Strategic and Emerging Markets Income Portfolios) issue senior securities,
purchase securities on margin, borrow money, pledge or mortgage its assets or invest in commodities or commodities contracts, except
to the extent permitted under the 1940 Act; |
| | |
| 3. | make loans, except loans of portfolio securities not having a value in excess of 33⅓% of a Portfolio’s total assets
and except that each Portfolio may purchase debt obligations in accordance with its investment objectives and policies; |
| 4. | for the Small-Mid Cap, International Equity, International Small Cap and Emerging Markets Portfolios, invest in illiquid securities
as defined in “Certain Portfolio Securities—Illiquid Securities” if immediately after such investment more than
10% of the value of the Portfolio’s net assets, taken at market value, would be invested in such securities; |
| 5. | for the Small-Mid Cap and the International Equity Portfolios, (A) purchase securities of other investment companies, except
in connection with a merger, consolidation, acquisition or reorganization; and (B) the Small-Mid Cap and International Equity Portfolios
may purchase securities in an amount up to 5% of the value of the Portfolio’s total assets in any one closed-end fund and
may purchase in the aggregate securities of closed-end funds in an amount of up to 10% of the value of the Portfolio’s total
assets; |
| 6. | purchase the securities of issuers conducting their principal business activity in the same industry if, immediately after
the purchase and as a result thereof, the value of the Portfolio’s investments in that industry would exceed 25% of the current
value of such Portfolio’s total assets (except that the Global Listed Infrastructure Portfolio will invest over 25% of its
assets in industries represented by infrastructure companies), provided that there is no limitation with respect to investments
in obligations of the US Government, its agencies or instrumentalities; |
| 7. | (A) purchase or sell real estate or real estate limited partnerships, except that a Portfolio may purchase and sell securities
of companies which deal in real estate or interests therein and the Equity Concentrated, Strategic Equity, Mid Cap, Long/Short,
Global Equity Select, Global Strategic, Global Listed Infrastructure, International Equity Concentrated, International Equity Select,
International Strategic, International Small Cap, Emerging Markets Core, Emerging Markets, Developing Markets, Emerging Markets
Blend, Emerging Markets Multi Asset, Emerging Markets Debt, Emerging Markets Income, Explorer Total Return, Short Duration Fixed
Income, Corporate Income, Global Fixed Income, Dynamic and Capital Allocator Portfolios also may purchase and sell securities that
are secured by real estate; (B) (Portfolios other than the Long/Short, International Equity Concentrated, Global Strategic and
Emerging Markets Income Portfolios) purchase or sell commodities or commodity contracts (except that the Equity Concentrated, Strategic
Equity, Mid Cap, Global Equity Select, Global Listed Infrastructure, International Equity Select, International Strategic, International
Small Cap, Emerging Markets Core, Emerging Markets, Developing Markets, Emerging Markets Blend, Emerging Markets Multi Asset, Emerging
Markets Debt, Explorer Total Return, Short Duration Fixed Income, Corporate Income, Global Fixed Income, Dynamic and Capital Allocator
Portfolios may purchase and sell swaps, options, forward contracts, futures contracts, including those relating to indices, and
options on futures contracts or indices, and the Equity Concentrated, Strategic Equity, Mid Cap, Long/Short, Global Equity Select,
Global Strategic, International Equity, International Equity Concentrated, International Equity Select, International Strategic,
Emerging Markets Multi Asset, Emerging Markets Debt, Emerging Markets Income, Explorer Total Return, Corporate Income, Global Fixed
Income, Dynamic and Capital Allocator Portfolios may purchase or sell foreign currency forward exchange contracts); and (C) for
all Portfolios except the Equity Concentrated, Strategic Equity, Mid Cap, Long/Short, Global Equity Select, Global Strategic, Global
Listed Infrastructure, International Equity Concentrated, International Equity Select, International Strategic, Emerging Markets
Core, Developing Markets, Emerging Markets Blend, Emerging Markets Multi Asset, Emerging Markets Debt, Emerging Markets Income,
Explorer Total Return, Short Duration Fixed Income, Corporate Income, Global Fixed Income, Dynamic and Capital Allocator Portfolios,
invest in interests in or leases relating to oil, gas, or other mineral exploration or development programs; |
| 8. | (Portfolios other than the Long/Short, International Equity Concentrated, Global Strategic and Emerging Markets Income Portfolios)
purchase securities on margin (except for short-term credits necessary for the clearance of transactions) or, except for the Equity
Concentrated, Strategic Equity, Mid Cap, Global Equity |
Select, Global Listed Infrastructure,
International Equity Select, International Strategic, Emerging Markets Core, Developing Markets, Emerging Markets Blend, Emerging
Markets Multi Asset, Emerging Markets Debt, Explorer Total Return, Short Duration Fixed Income, Corporate Income, Global Fixed
Income, Dynamic and Capital Allocator Portfolios, make short sales of securities;
| 9. | underwrite securities of other issuers, except to the extent that the purchase of municipal obligations or other permitted
investments directly from the issuer thereof or from an underwriter for an issuer and the later disposition of such securities
in accordance with the Portfolio’s investment program may be deemed to be an underwriting; |
| 10. | for the Small-Mid Cap and International Equity Portfolios, make investments for the purpose of exercising control or management; |
* * *
| 11. | (Portfolios other than the Long/Short, International Equity Concentrated, Global Strategic and Emerging Markets Income Portfolios)
pledge, hypothecate, mortgage or otherwise encumber its assets other than to secure permitted borrowings or to the extent related
to investments in options, forward contracts, futures contracts and options thereon, swaps and other permissible investments, as
applicable to each Portfolio (including, but not limited to, the deposit of assets in escrow and collateral or initial or variation
margin arrangements); |
| 12. | For the Equity Concentrated, Strategic Equity, Mid Cap, Long/Short, Global Equity Select, Global Strategic, Global Listed Infrastructure,
International Equity Concentrated, International Equity Select, International Strategic, Emerging Markets Core, Developing Markets,
Emerging Markets Blend, Emerging Markets Multi Asset, Emerging Markets Debt, Emerging Markets Income, Explorer Total Return, Short
Duration Fixed Income, Corporate Income, Global Fixed Income, Dynamic and Capital Allocator Portfolios, invest in illiquid securities
as defined in “Certain Portfolio Securities—Illiquid Securities” if immediately after such investment more than
15% of the value of the Portfolio’s net assets would be invested in such securities; |
| 13. | for all Portfolios other than the Small-Mid Cap and International Equity Portfolios, purchase securities of other investment
companies, except to the extent permitted under the 1940 Act; |
| 14. | for the Equity Concentrated, Strategic Equity, Mid Cap, Long/Short, Global Equity Select, Global Strategic, Global Listed Infrastructure,
International Equity Concentrated, International Equity Select, International Strategic, Emerging Markets Core, Developing Markets,
Emerging Markets Blend, Emerging Markets Multi Asset, Emerging Markets Debt, Emerging Markets Income, Explorer Total Return, Short
Duration Fixed Income, Corporate Income, Global Fixed Income, Dynamic and Capital Allocator Portfolios, invest in interests in
or leases relating to oil, gas, or other mineral exploration or development programs; |
| 15. | for the International Equity Select Portfolio, make short sales of securities; or |
| 16. | for the International Small Cap and Emerging Markets Portfolios, make investments for the purpose of exercising control or
management. |
* * *
If a percentage restriction is adhered to at the time of investment,
a later change in percentage resulting from a change in values or assets will not constitute a violation of such restriction. With
respect to Investment Restriction No. 1, however, if borrowings exceed 33⅓% of the value of a Portfolio’s total assets
as a result of a change in values or assets, the Portfolio must take steps to reduce such borrowings at least to the extent of
such excess within three days (not including Sundays and holidays). For purposes of Investment Restriction No. 6, Municipal Securities
issued by states, municipalities and other political subdivisions, agencies, authorities and instrumentalities of states and multistate
agencies and authorities are not subject to industry concentration restrictions. For purposes of Investment Restriction No. 7,
references to “commodities” and “commodity contracts” are to physical commodities or commodity contracts
in respect of physical commodities, typically natural resources or agricultural products, and
are not intended to refer to instruments that are strictly financial
in nature and are not related to the purchase or delivery of physical commodities.
The Realty Portfolios
The Realty Portfolios have adopted investment restrictions numbered
1 through 6 below as fundamental policies. These restrictions cannot be changed without approval by the holders of a majority of
the Portfolio’s outstanding voting securities (as defined in the 1940 Act). Investment restrictions numbered 7 and 8 below
are not fundamental policies and may be changed, as to a Portfolio, by the Board, but the change will only be effective after notice
is given to shareholders of the applicable Portfolio.
None of the Realty Portfolios may:
| 1. | issue senior securities, borrow money or pledge its assets, except that (i) the Portfolio may borrow from banks in amounts
not exceeding one-third of its total assets (including the amount borrowed); and (ii) this restriction shall not prohibit the Portfolio
from engaging in options, forward contracts, futures contracts and options thereon, swaps, short sales or other permissible investments; |
| 2. | underwrite the securities of other issuers (except that the Portfolio may engage in transactions involving the acquisition,
disposition or resale of its portfolio securities under circumstances where it may be considered to be an underwriter under the
Securities Act); |
| 3. | purchase or sell real estate or interests in real estate, unless acquired as a result of ownership of securities (although
the Portfolio may purchase and sell securities which are secured by real estate and securities of companies that invest or deal
in real estate); |
| 4. | purchase or sell physical commodities or commodities contracts, unless acquired as a result of ownership of securities or other
instruments and provided that this restriction does not prevent the Portfolio from engaging in transactions involving currencies
and futures contracts and options thereon or investing in securities or other instruments that are secured by physical commodities; |
| 5. | make loans of money (except for the lending of its portfolio securities, purchases of debt securities consistent with the investment
policies of the Portfolio and except for repurchase agreements); |
| 6. | invest in the securities of any one industry if as a result, more than 25% of the Portfolio’s total assets would be invested
in the securities of such industry, except that (a) the foregoing does not apply to securities issued or guaranteed by the US Government,
its agencies or instrumentalities; and (b) the Portfolio shall invest more than 25% of its total assets in securities of Realty
Companies to the extent disclosed in the Portfolio’s Prospectus and this SAI; |
* * *
| 7. | with respect to Investment Restriction 1 above, purchase portfolio securities while outstanding borrowings exceed 5% of its
assets; or |
| 8. | invest more than 15% of the value of its net assets, computed at the time of investment, in illiquid securities. Illiquid securities
are those securities without readily available market quotations, including repurchase agreements having a maturity of more than
seven days. Illiquid securities may include restricted securities not determined by the Board to be liquid, non-negotiable time
deposits, over-the-counter options, and repurchase agreements providing for settlement in more than seven days after notice. |
Management
Board’s Oversight Role; Board Composition and Structure
The Board’s role in management of the Fund is oversight.
As is the case with virtually all investment companies (as distinguished from operating companies), service providers to the Fund,
primarily the Investment Manager and its affiliates, have responsibility for the day-to-day management of the Portfolios, which
includes responsibility for risk management (including management of investment performance and investment risk, valuation risk,
issuer and counterparty credit risk, compliance risk and operational risk). As part of its oversight, the Board, or its committees
or delegates, interacts with and receives reports from senior personnel of service providers, including senior investment personnel
of the Investment Manager, the Fund’s and the Investment Manager’s Chief Compliance Officer and portfolio management
personnel with responsibility for management of the Portfolios. The Board’s Audit Committee (which consists of all of the
Directors who are not “interested persons” of the Fund, as defined in the 1940 Act (the “Independent Directors”))
meets during its scheduled meetings with, and between meetings has access to, the Fund’s independent registered public accounting
firm and the Fund’s Treasurer. The Board also receives periodic presentations from senior personnel of the Investment Manager
or its affiliates regarding risk management generally, as well as periodic presentations regarding specific operational, compliance
or investment areas such as trading and brokerage allocation and execution, portfolio management and internal audit. The Board
also receives reports from counsel regarding regulatory compliance and governance matters. The Board has adopted policies and
procedures designed to address certain risks to the Portfolios. In addition, the Investment Manager and other service providers
to the Fund have adopted a variety of policies, procedures and controls designed to address particular risks to the Portfolios.
However, it is not possible to eliminate all of the risks applicable to the Portfolios. The Board’s oversight role does
not make the Board a guarantor of the Portfolios’ investments or activities.
The 1940 Act requires that at least 40% of
the Fund’s Directors be Independent Directors and as such are not affiliated with the Investment Manager. To rely on certain
exemptive rules under the 1940 Act, a majority of the Fund’s Directors must be Independent Directors, and for certain important
matters, such as the approval of investment advisory agreements or transactions with affiliates, the 1940 Act or the rules thereunder
require the approval of a majority of the Independent Directors. Currently, a majority of the Fund’s Directors are Independent
Directors. The Board does not have a Chairman, but the Independent Directors have designated a lead Independent Director who chairs
meetings or executive sessions of the Independent Directors, reviews and comments on Board meeting agendas and facilitates communication
among the Independent Directors, their counsel and management. The Board has determined that its leadership structure, in which
the Independent Directors have designated a lead Independent Director to function as described above is appropriate in light of
the specific characteristics and circumstances of the Fund, including, but not limited to: (i) services that the Investment Manager
and its affiliates provide to the Fund and potential conflicts of interest that could arise from these relationships; (ii) the
extent to which the day-to-day operations of the Fund are conducted by Fund officers and employees of the Investment Manager and
its affiliates; and (iii) the Board’s oversight role in management of the Fund.
Directors and Officers
Set forth in the chart below are the names and certain biographical
and other information for each Director. Following the chart is additional information about the Directors’ experience,
qualifications, attributes or skills.
Name (Age)
Address(1) |
|
Position(s) with the Fund
(Since) and Term(2) |
|
Principal Occupation(s) and Other Public
Company Directorships Held During the Past
Five Years(2) |
| |
|
|
|
|
| Non-Interested Directors: |
|
|
|
|
| |
|
|
|
|
| Kenneth S. Davidson (69) |
|
Director
(August 1995) |
|
Davidson Capital Management
Corporation, an investment manager, President (1978 – present)
Balestra Capital, Ltd.,
an investment manager and adviser, Senior Advisor (July 2012 – present)
Aquiline Holdings LLC,
an investment manager, Partner (2006 – June 2012)
|
| |
|
|
|
|
| Nancy A. Eckl (51) |
|
Director
(April 2007) |
|
College Retirement Equities
Fund (eight accounts), Trustee (2007 – present)
TIAA-CREF Funds (59
funds) and TIAA-CREF Life Funds (11 funds), Trustee (2007 – present)
TIAA Separate Account
VA-1, Member of the Management Committee (2007 – present)
American Beacon Advisors,
Inc. (“American Beacon”) and certain funds advised by American Beacon, Vice President (1990 –
2006)
|
| |
| |
|
|
|
| Trevor W. Morrison (43) |
|
Director
(April 2014) |
|
New York University
School of Law, Dean and Eric M. and Laurie B. Roth Professor of Law (2013 – present)
Columbia Law School,
Professor of Law (2008-2013)
Office of Counsel to
the President, The White House, Associate Counsel to the President (2009)
|
| |
|
|
|
|
| Leon M. Pollack (73) |
|
Director
(August 2006) |
|
Private Investor |
| |
|
|
|
|
| Richard Reiss, Jr. (70) |
|
Director
(May 1991) |
|
Georgica Advisors LLC,
an investment manager, Chairman (1997 – present)
O’Charley’s,
Inc., a restaurant chain, Director (1984 – 2012)
|
| |
|
|
|
|
| Robert M. Solmson (66) |
|
Director
(September 2004) |
|
Fairwood Capital, LLC, a private investment corporation engaged primarily in real estate and hotel investments, President
(2008 – present) |
Name (Age)
Address(1) |
|
Position(s) with the Fund
(Since) and Term(2) |
|
Principal Occupation(s) and Other Public
Company Directorships Held During the Past
Five Years(2) |
| |
|
|
|
|
| Interested Directors(3): |
|
|
|
|
| |
|
|
|
|
| Charles L. Carroll (53) |
|
Chief Executive Officer,
President and Director
(June 2004) |
|
Investment Manager, Deputy Chairman and Head of Global Marketing
(2004 – present) |
| |
|
|
|
|
| Ashish Bhutani (54) |
|
Director
(July 2005) |
|
Investment Manager,
Chief Executive Officer (2004 – present)
Lazard Ltd, Vice
Chairman and Director (2010 – present)
|
| |
|
|
|
|
| |
|
|
|
|
| Franci J. Blassberg (60) |
|
Director
(August 2014) |
|
Debevoise & Plimpton
LLP, a law firm, Of Counsel (2013 – present); previously, Partner (through 2012)
Cornell Law School,
Distinguished Practitioner in Residence (Fall 2013 and Fall 2014)
|
| |
|
|
|
|
| (1) |
The address of each Director of the Fund is Lazard Asset Management LLC, 30 Rockefeller Plaza, New
York, New York 10112-6300. |
| |
|
| |
| (2) |
Each Director also serves as a Director of Lazard Retirement Series, Inc., an open-end registered management investment
company, Lazard Global Total Return and Income Fund, Inc. and Lazard World Dividend & Income Fund, Inc., closed-end registered
management investment companies (collectively with the Fund, the “Lazard Funds,” currently comprised of 35 active
investment portfolios). Each Director serves an indefinite term, until his or her successor is elected, and each Director
serves in the same capacity for the other Lazard Funds. All of the Independent Directors are also board members of Lazard
Alternative Strategies 1099 Fund, a closed-end registered management investment company advised by an affiliate of the Investment
Manager. (The Fund, Lazard Retirement Series, Inc., Lazard Global Total Return and Income Fund, Inc., Lazard World Dividend
& Income Fund, Inc. and Lazard Alternative Strategies 1099 Fund are referred to herein as the “Lazard Fund Complex,”
which in total is comprised of 36 active investment portfolios.) |
| |
|
| (3) |
Messrs. Bhutani and Carroll are “interested persons” (as defined in the 1940 Act) of the Fund because of their
positions with the Investment Manager. Ms. Blassberg is an “interested person” (as defined in the 1940 Act) of
the Fund, until January 1, 2015, as a result of her former position as a Partner of Debevoise & Plimpton LLP, which provides
legal services to the Investment Manager. Ms. Blassberg was not involved in this representation. |
| |
Additional information about each Director follows (supplementing
the information provided in the chart above), which describes some of the specific experiences, qualifications, attributes or
skills that each Director possesses which the Board believes has prepared them to be effective Directors. The Board believes that
the significance of each Director’s experience, qualifications, attributes or skills is an individual matter (meaning that
experience that is important for one Director may not have the same value for another) and that these factors are best evaluated
at the Board level, with no single Director, or particular factor, being indicative of Board effectiveness. However, the Board
believes that Directors need to have the ability to critically review, evaluate, question and discuss information provided to
them, and to interact effectively with Fund management, service providers and counsel, in order to exercise effective business
judgment in the performance of their duties; the Board believes that its members satisfy this standard. Experience relevant to
having this ability may be achieved through a Director’s educational background; business, professional training or practice
(e.g., accounting or law), public service or academic positions; experience from service as a board member (including the
Board of the Fund) or as an executive of investment funds, public companies or significant private or not-for-profit entities
or other organizations; and/or other life experiences. The charter for the Board’s Nominating Committee contains certain
other factors considered
by the Committee in identifying potential Director nominees.
To assist them in evaluating matters under federal and state law, the Independent Directors are counseled by their independent
legal counsel, who participates in Board meetings and interacts with the Investment Manager; Fund and independent legal counsel
to the Independent Directors has significant experience advising funds and fund board members. The Board and its committees have
the ability to engage other experts as appropriate. The Board evaluates its performance on an annual basis.
| |
· |
Charles L. Carroll is a Deputy Chairman of the Investment Manager and Head
of Global Marketing, responsible for oversight of the Investment Manager’s global marketing efforts in the Institutional,
Financial Institutions, and Private Client arenas. Additionally, he serves as Chief Executive Officer, President and Director
of the other Lazard Funds. Mr. Carroll joined the Investment Manager in 1993 as Senior Vice President responsible for marketing
Lazard investment solutions to financial institutions worldwide. Mr. Carroll is a member of the firm’s Global Management
and Investment Oversight Committees. He entered the investment field in 1987, joining Shearson Asset Management in New York
City as Vice President and National Product Manager. Mr. Carroll later served as First Vice President and Consulting Services
Director with Shearson Lehman Brothers. Mr. Carroll attended the University of Utah and currently sits on the Board of Trustees
for the Williston Northampton School. |
| |
|
|
| |
· |
Ashish Bhutani is the Chief Executive Officer of the Investment Manager, where from June
2003 to March 2004 he served as Head of New Products and Strategic Planning. Mr. Bhutani also serves as a Vice Chairman of
Lazard Ltd and is a member of its Board of Directors. Prior to joining the Investment Manager in 2003, he was Co-Chief Executive
Officer North America of Dresdner Kleinwort Wasserstein from 2001 through 2002, and was a member of its Global Corporate and
Markets Board, and its Global Executive Committee. Prior to that, Mr. Bhutani was with Wasserstein Perella Group (the predecessor
firm) from 1989 to 2001, where he was Deputy Chairman of Wasserstein Perella Group and Chief Executive Officer of Wasserstein
Perella Securities. Mr. Bhutani began his career at Salomon Brothers in 1985 as a Vice President in the fixed income group. |
| |
|
|
| |
|
| |
· |
Franci J. Blassberg is Of Counsel to the law firm of Debevoise & Plimpton LLP, focusing
her legal practice on mergers and acquisitions, private equity and corporate governance. Prior to 2013, Ms. Blassberg was
a Partner and previously was Co-Chair of the Private Equity Group at Debevoise. Ms. Blassberg is a Distinguished Practitioner
in Residence at Cornell Law School. Ms. Blassberg also serves on the boards of several prominent non-profit organizations.
She received a BA with distinction from Cornell University and a JD from Cornell Law School. |
| |
|
| |
|
|
| |
· |
Kenneth S. Davidson is President of Davidson
Capital Management Corporation and a Senior Advisor at Balestra Capital, Ltd. Previously,
he was associated with Aquiline Holdings LLC (from 2006 to June 2012), a New York-based global investment firm, where he was
a founding member. From 1977 through 1995, Mr. Davidson was the founder and managing partner of Davidson Weil Associates,
and was previously a vice president and senior portfolio manager at Oppenheimer Capital Corporation. He also serves on the
boards of several prominent non-profit organizations. Mr. Davidson is a graduate of Colgate University. |
| |
|
|
| |
|
| |
· |
Nancy A. Eckl has over 25
years of experience in the mutual fund/investment management field in a wide range of capacities, including investment manager
selection/oversight, accounting, compliance and operations and board membership. From 1990 to 2006, Ms. Eckl was Vice President
of American Beacon Advisors, Inc., an investment management firm, and of the American Beacon Funds (open-end mutual funds).
Ms. Eckl also served as Vice President of certain other funds advised by American Beacon Advisors. Ms. Eckl graduated
from the University of Notre Dame and is a Certified Public Accountant in the State of Texas. |
| |
|
| |
|
|
| |
· |
Trevor W. Morrison is currently the Dean and Eric M. and Laurie B. Roth Professor of Law
at New York University School of Law. He was previously the Liviu Librescu Professor of Law at Columbia Law School, where
he was also faculty co-director of the Center for Constitutional Governance and faculty co-chair of the Hertog Program on
Law and National Security. He spent 2009 in the White House, where he served as associate counsel to President Barack Obama.
Mr. Morrison has served as member of the US |
| |
|
State Department Advisory Committee on International Law since 2010 and as a Trustee
of the New York University School of Law Foundation since 2013. Mr. Morrison received a BA (hons.) in history from the University
of British Columbia in 1994 and a JD from Columbia Law School in 1998. |
| |
|
|
| |
· |
Leon M. Pollack spent 33 years in the financial community, the last 13 as a managing director
of the investment firm of Donaldson, Lufkin & Jenrette. Mr. Pollack also is a board member of non-profit organizations.
Mr. Pollack received his bachelor’s degree in history from Adelphi University’s College of Arts and Sciences and
earned an MA in education from New York University. |
| |
|
|
| |
· |
Richard Reiss, Jr. is the founder and Chairman of Georgica Advisors LLC and its affiliated
entities, Reiss Capital Management and Value Insight Partners. Previously, Mr. Reiss was Managing Partner of Cumberland Associates
and its three investment funds and a Senior Vice President and Director of Research at Shearson Lehman Brothers. Mr. Reiss
has served on the boards of a number of companies and non-profit organizations. He received an AB, cum laude, from
Dartmouth College and a JD from New York University School of Law. |
| |
|
|
| |
· |
Robert M. Solmson is the President of Fairwood Capital, LLC, a private investment corporation
engaged primarily in real estate and hotel investments. Previously, Mr. Solmson was the former Chairman and Chief Executive
Officer of RFS Hotel Investors, a real estate investment trust which he formed in 1993. He also served as its President. Mr.
Solmson has served on the boards of a number of corporations and non-profit organizations. He graduated from Washington and
Lee University. |
Set forth below are the names and certain
biographical and other information for the Fund’s officers (in addition to Mr. Carroll).
Name (Age)
Address(1) |
|
Position(s) with the Fund
(Since) and Term(2) |
|
Principal Occupation(s) During the Past
Five Years |
| |
|
|
|
|
| Nathan A. Paul (41) |
|
Vice President and Secretary
(April 2002) |
|
Managing Director and General Counsel of the Investment Manager |
| |
|
|
|
|
| Stephen St. Clair (55) |
|
Treasurer
(May 2003) |
|
Vice President of the Investment Manager |
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| Tamar Goldstein (39) |
|
Interim Chief Compliance Officer (July 2014) and Assistant Secretary
(February 2009) |
|
Senior Vice President (since February 2012, previously Vice President)
of the Investment Manager |
| |
|
|
|
|
| |
|
|
|
|
| Cesar A. Trelles (39) |
|
Assistant Treasurer
(December 2004) |
|
Vice President (since February 2011, previously Fund Administration Manager)
of the Investment Manager |
| (1) |
The address of each officer of the Fund is Lazard Asset Management LLC, 30 Rockefeller Plaza, New York,
New York 10112-6300. |
| |
|
| (2) |
Each officer serves for an indefinite term, until his or her successor is elected and qualifies or until his or her earlier
resignation or removal. Each officer, except Messrs. St. Clair and Trelles, serves in the same capacity for the other funds
in the Lazard Fund Complex. Messrs. St. Clair and Trelles serve in the same capacity for the other Lazard Funds. |
Board Committees, Share Ownership and Compensation
The Fund has standing audit and nominating committees, each
comprised of its Independent Directors.
The function of the audit committee is to (1) oversee the accounting
and financial reporting processes of the Fund and the audits of the Fund’s financial statements and (2) assist Board oversight
of (i) the integrity of the Fund’s financial statements, (ii) the Fund’s compliance with legal and regulatory requirements
that relate to the Fund’s accounting and financial reporting, internal control over financial reporting and independent
audits, and (iii) the qualifications, independence and performance of the Fund’s independent registered public accounting
firm.
While the nominating committee is solely responsible for the
selection and nomination of the Fund’s Directors, the nominating committee may consider nominations for the office of Director
made by the Fund’s current Directors, officers, shareholders or other source the nominating committee deems appropriate.
Shareholders who wish to recommend a nominee should send nominations to the Secretary of the Fund, 30 Rockefeller Plaza, New York,
New York 10112-3600. Nominations may be submitted only by a shareholder or group of shareholders that, individually or as a group,
has beneficially owned the lesser of (a) 1% of the Fund’s outstanding shares or (b) $500,000 of the Fund’s shares
for at least one year prior to the date such shareholder or group submits a candidate for nomination. Not more than one nominee
for Director may be submitted by such a shareholder or group each calendar year. In evaluating potential nominees, including any
nominees recommended by shareholders, the nominating committee takes into consideration the factors listed in the nominating committee
charter, including character and integrity, business and professional experience, and whether or not the person is qualified under
applicable laws and regulations to serve as a Director of the Fund. A nomination submission must include all information relating
to the recommended nominee that is required to be disclosed in solicitations or proxy statements for the election of Directors,
as well as information sufficient to evaluate the factors listed above. Nomination submissions must be accompanied by a written
consent of the individual to stand for election if nominated by the Board and to serve if elected by the shareholders, and such
additional information must be provided regarding the recommended nominee as reasonably requested by the nominating committee.
The audit committee met three times and the nominating committee
did not meet during the fiscal year ended December 31, 2013.
The table below indicates the dollar range of each Director’s
ownership of Portfolio shares and aggregate holdings of all of the Lazard Funds, in each case as of December 31, 2013.
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Portfolio |
|
Ashish
Bhutani |
|
Franci J.
Blassberg* |
|
Charles L.
Carroll |
|
Kenneth S.
Davidson |
|
Nancy A.
Eckl |
|
Trevor W.
Morrison* |
|
Leon M.
Pollack |
|
Richard
Reiss, Jr. |
|
Robert M.
Solmson |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Equity Concentrated Portfolio |
|
None |
|
None |
|
None |
|
None |
|
$10,001 - $50,000 |
|
None |
|
None |
|
None |
|
None |
| Strategic Equity Portfolio |
|
None |
|
None |
|
Over $100,000 |
|
None |
|
$10,001 - $50,000 |
|
None |
|
None |
|
None |
|
None |
| Mid Cap Portfolio |
|
None |
|
None |
|
None |
|
None |
|
$10,001 - $50,000 |
|
None |
|
None |
|
None |
|
None |
| Small-Mid Cap Portfolio |
|
None |
|
None |
|
None |
|
None |
|
None |
|
None |
|
None |
|
None |
|
None |
| International Equity Portfolio |
|
None |
|
None |
|
None |
|
None |
|
$10,001 - $50,000 |
|
None |
|
None |
|
None |
|
None |
| International Equity Select Portfolio |
|
None |
|
None |
|
None |
|
None |
|
None |
|
None |
|
None |
|
None |
|
None |
| International Strategic Portfolio |
|
Over $100,000 |
|
None |
|
None |
|
None |
|
None |
|
None |
|
None |
|
None |
|
None |
| International Small Cap Portfolio |
|
None |
|
None |
|
None |
|
None |
|
None |
|
None |
|
None |
|
None |
|
None |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Portfolio |
|
Ashish
Bhutani |
|
Franci J.
Blassberg* |
|
Charles L.
Carroll |
|
Kenneth S.
Davidson |
|
Nancy A.
Eckl |
|
Trevor W.
Morrison* |
|
Leon M.
Pollack |
|
Richard
Reiss, Jr. |
|
Robert M.
Solmson |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Global Equity Select Portfolio |
|
None |
|
None |
|
None |
|
None |
|
None |
|
None |
|
None |
|
None |
|
None |
| Emerging Markets Core Portfolio |
|
None |
|
None |
|
None |
|
None |
|
None |
|
None |
|
None |
|
None |
|
None |
| Emerging Markets Portfolio |
|
None |
|
None |
|
Over $100,000 |
|
None |
|
$10,001 - $50,000 |
|
None |
|
None |
|
None |
|
None |
| Developing Markets Portfolio |
|
None |
|
None |
|
$50,001 - $100,000 |
|
None |
|
None |
|
None |
|
None |
|
None |
|
None |
| Emerging Markets Blend Portfolio |
|
Over $100,000 |
|
None |
|
Over $100,000 |
|
None |
|
None |
|
None |
|
None |
|
None |
|
None |
| Emerging Markets Multi Asset Portfolio |
|
None |
|
None |
|
Over $100,000 |
|
None |
|
None |
|
None |
|
None |
|
None |
|
None |
| Emerging Markets Debt Portfolio |
|
None |
|
None |
|
Over $100,000 |
|
None |
|
None |
|
None |
|
None |
|
None |
|
None |
| Explorer Total Return Portfolio |
|
None |
|
None |
|
None |
|
None |
|
None |
|
None |
|
None |
|
None |
|
None |
| Corporate Income Portfolio |
|
None |
|
None |
|
Over $100,000 |
|
None |
|
None |
|
None |
|
None |
|
None |
|
None |
| Short Duration Fixed Income Portfolio |
|
None |
|
None |
|
Over $100,000 |
|
None |
|
None |
|
None |
|
None |
|
None |
|
None |
| Global Fixed Income Portfolio |
|
None |
|
None |
|
None |
|
None |
|
None |
|
None |
|
None |
|
None |
|
None |
| Global Listed Infrastructure Portfolio |
|
Over $100,000 |
|
None |
|
Over $100,000 |
|
None |
|
None |
|
None |
|
None |
|
None |
|
None |
| Realty Income Portfolio |
|
None |
|
None |
|
None |
|
None |
|
None |
|
None |
|
None |
|
None |
|
None |
| Realty Equity Portfolio |
|
None |
|
None |
|
None |
|
None |
|
None |
|
None |
|
None |
|
None |
|
None |
| Global Realty Portfolio |
|
None |
|
None |
|
None |
|
None |
|
None |
|
None |
|
None |
|
None |
|
None |
| Capital Allocator Portfolio |
|
Over $100,000 |
|
None |
|
Over $100,000 |
|
None |
|
None |
|
None |
|
None |
|
None |
|
None |
| Aggregate Holdings of all Lazard Funds |
|
Over $100,000 |
|
None |
|
Over $100,000 |
|
None |
|
$50,001 - $100,000 |
|
None |
|
None |
|
None |
|
None |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| * |
Ms. Blassberg became a Director as of August 6, 2014, and Mr. Morrison became a Director as of April
10, 2014. |
As of the date of this SAI, the Fund’s officers and Directors,
as a group, owned less than 1% of the shares of each Portfolio.
As of December 31, 2013, none of the Directors or his or her
immediate family members owned securities of the Investment Manager or the Distributor or any person (other than a registered
investment company) directly or indirectly controlling, controlled by or under common control with the Investment Manager or the
Distributor.
Each Director who is not an affiliated person of the Investment
Manager or any of its affiliates is paid by all of the Lazard Funds: (1) an annual retainer of $100,000, (2) a per meeting in
person regular or special meeting fee of
$5,000 ($1,500 for telephonic participation), including Board,
committee, subcommittee or other special meetings specifically authorized by the Board and held in connection with delegated Fund
business, and (3) a telephone Audit Committee or special Board meeting fee of $1,500, with an additional annual fee for the Audit
Committee Chair, Nancy A. Eckl, of $5,000. The Independent Directors also are reimbursed for travel and other out-of-pocket expenses
for attending Board and committee meetings. No additional compensation is provided in respect of committee meetings held in conjunction
with a meeting of the Board. Compensation is, generally, divided among the Lazard Funds based on relative net assets. The Directors
do not receive benefits from the Fund pursuant to any pension, retirement or similar arrangement. The aggregate amount of compensation
paid to each Director for the year ended December 31, 2013 by the Fund and by the funds in the Lazard Fund Complex (comprised
of 32 active investment portfolios as of December 31, 2013), was as follows:
| Director |
|
Aggregate Compensation from
the Fund |
|
Total Compensation from
the Lazard Fund Complex |
| Ashish Bhutani |
|
None |
|
None |
| Franci J. Blassberg* |
|
None |
|
None |
| Charles L. Carroll |
|
None |
|
None |
| Kenneth S. Davidson |
|
$110,286 |
|
$159,500 |
| Nancy A. Eckl |
|
$118,654 |
|
$168,625 |
| Trevor W. Morrison* |
|
None |
|
None |
| Leon M. Pollack |
|
$105,741 |
|
$151,500 |
| Richard Reiss, Jr. |
|
$114,897 |
|
$164,500 |
| Robert M. Solmson |
|
$110,286 |
|
$159,500 |
| * |
Ms. Blassberg became a Director as of August 6, 2014, and Mr. Morrison became a Director as of April
10, 2014. |
The Fund does not compensate officers or Directors who are
employees or affiliated persons of the Investment Manager.
Portfolio Managers
Team Management. Portfolio managers at the Investment
Manager manage multiple accounts for a diverse client base, including private clients, institutions and investment funds. The
Investment Manager manages all portfolios on a team basis. The team is involved at all levels of the investment process. This
team approach allows for every portfolio manager to benefit from his/her peers, and for clients to receive the firm’s best
thinking, not that of a single portfolio manager. The Investment Manager manages all like investment mandates against a model
portfolio. Specific client objectives, guidelines or limitations then are applied against the model, and any necessary adjustments
are made.
Material Conflicts Related to Management of the Portfolios
and Similar Accounts; Other Conflicts. Although the potential for conflicts of interest exist when an investment adviser
and portfolio managers manage other accounts that invest in securities in which a Portfolio may invest or that may pursue a strategy
similar to one of the Portfolio’s component strategies (collectively, “Similar Accounts”), the Investment Manager
has procedures in place that are designed to ensure that all accounts are treated fairly and that the Portfolio is not disadvantaged,
including procedures regarding trade allocations and “conflicting trades” (e.g., long and short positions in
the same or similar securities). In addition, each Portfolio, as a series of a registered investment company, is subject to different
regulations than certain of the Similar Accounts, and, consequently, may not be permitted to engage in all the investment techniques
or transactions, or to engage in such techniques or transactions to the same degree, as the Similar Accounts.
Potential conflicts of interest may arise because of the Investment
Manager’s management of a Portfolio and Similar Accounts, including the following:
| 1. |
Similar Accounts may have investment objectives, strategies and risks that differ
from those of the corresponding Portfolios. In addition, the Portfolios, as series of a registered investment company, are
subject |
| |
to different regulations than certain of the Similar Accounts and, consequently,
may not be permitted to invest in the same securities, exercise rights to exchange or convert securities or engage in all
the investment techniques or transactions, or to invest, exercise or engage to the same degree, as the Similar Accounts. For
these or other reasons, the portfolio managers may purchase different securities for a Portfolio and the corresponding Similar
Accounts, and the performance of securities purchased for the Portfolio may vary from the performance of securities purchased
for Similar Accounts, perhaps materially. |
| |
| |
| 2. |
Conflicts of interest may arise with both the aggregation and allocation of securities transactions
and allocation of limited investment opportunities, as the Investment Manager may be perceived as causing accounts it manages
to participate in an offering to increase the Investment Manager’s overall allocation of securities in that offering,
or to increase the Investment Manager’s ability to participate in future offerings by the same underwriter or issuer.
Allocations of bunched trades, particularly trade orders that were only partially filled due to limited availability, and
allocation of investment opportunities generally, could raise a potential conflict of interest, as the Investment Manager
may have an incentive to allocate securities that are expected to increase in value to preferred accounts. Initial public
offerings, in particular, are frequently of very limited availability. A potential conflict of interest may be perceived to
arise if transactions in one account closely follow related transactions in a different account, such as when a purchase increases
the value of securities previously purchased by the other account, or when a sale in one account lowers the sale price received
in a sale by a second account. |
| |
|
| 3. |
Portfolio managers may be perceived to have a conflict of interest because of the large number
of Similar Accounts, in addition to the Portfolios, that they are managing on behalf of the Investment Manager. Although the
Investment Manager does not track each individual portfolio manager’s time dedicated to each account, the Investment
Manager periodically reviews each portfolio manager’s overall responsibilities to ensure that he or she is able to allocate
the necessary time and resources to effectively manage a Portfolio. As illustrated in the table below, most of the portfolio
managers of the Portfolios manage a significant number of Similar Accounts (10 or more) in addition to the Portfolio(s) managed
by them. |
| |
|
| 4. |
Generally, the Investment Manager and/or some or all of a Portfolio’s portfolio managers
have investments in Similar Accounts. This could be viewed as creating a potential conflict of interest, since certain of
the portfolio managers do not invest in the Portfolios. |
| |
|
| 5. |
The portfolio managers noted in footnote (#) to the table below manage Similar Accounts with
respect to which the advisory fee is based on the performance of the account, which could give the portfolio managers and
the Investment Manger an incentive to favor such Similar Accounts over the corresponding Portfolios. |
| |
|
| 6. |
A Portfolio’s portfolio managers may place transactions on behalf of Similar Accounts that
are directly or indirectly contrary to investment decisions made for the Portfolio, which could have the potential to adversely
impact the Portfolio, depending on market conditions. In addition, if a Portfolio’s investment in an issuer is at a
different level of the issuer’s capital structure than an investment in the issuer by Similar Accounts, in the event
of credit deterioration of the issuer, there may be a conflict of interest between the Portfolio’s and such Similar
Accounts’ investments in the issuer. If the Investment Manager sells securities short, including on behalf of the Long/Short
Portfolio, it may be seen as harmful to the performance of any Portfolios investing “long” in the same or similar
securities whose market values fall as a result of short-selling activities. |
| |
|
| |
| 7. |
Investment decisions for each Portfolio are made independently from those of the other Portfolios
and Similar Accounts. If, however, such other Portfolios or Similar Accounts desire to invest in, or dispose of, the same
securities as a Portfolio, available investments or opportunities for sales will be allocated equitably to each. In some cases,
this procedure may adversely affect the size of the position obtained for or disposed of by a Portfolio or the price paid
or received by a Portfolio. |
| |
|
| 8. |
Under the Investment Manager’s trade allocation procedures applicable to domestic and foreign
initial and secondary public offerings and Rule 144A transactions (collectively herein a “Limited Offering”),
the Investment Manager will generally allocate Limited Offering shares among client accounts, including the Portfolios, pro
rata based upon the aggregate asset size (excluding leverage) of the account. The Investment Manager may also allocate Limited
Offering shares on a random basis, as selected electronically, or other basis. |
| |
| |
| |
It is often difficult for the Investment Manager to obtain a sufficient number of
Limited Offering shares to provide a full allocation to each account. The Investment Manager’s allocation procedures
are designed to allocate Limited Offering securities in a fair and equitable manner. |
In some cases, the Investment Manager may
seek to limit the number of overlapping investments by similar Portfolios (securities of an issuer held in more than one Portfolio)
so that shareholders invested in such Portfolios may achieve a more diverse investment experience. In such cases, a Portfolio
may be disadvantaged by the Investment Manager’s decision to purchase or maintain an investment in one Portfolio to the
exclusion of one or more other Portfolios (including a decision to sell the investment in one Portfolio so that it may be purchased
by another Portfolio).
The Investment Manager and its affiliates
and others involved in the management, investment activities, business operations or distribution of the Portfolios or their shares,
as applicable, are engaged in businesses and have interests other than that of managing the Portfolios. These activities and interests
include potential multiple advisory, transactional, financial and other interests in securities, instruments and companies that
may be directly or indirectly purchased or sold by the Portfolios or the Portfolios’ service providers, which may cause
conflicts that could disadvantage the Portfolios.
Accounts Managed by the Portfolio Managers. The
chart below includes information regarding the members of the portfolio management teams responsible for managing the Portfolios.
Specifically, it shows the number of portfolios and assets managed by management teams of which each Portfolio’s portfolio
manager is a member. Regardless of the number of accounts, the portfolio management team still manages each account based on a
model portfolio as described above.
| Portfolio Manager |
|
Registered Investment
Companies
($*) |
|
Other Pooled Investment
Vehicles
($*) |
|
Other Accounts
($*)## |
| |
|
|
|
|
|
|
| Dmitri Batsev |
|
none |
|
none |
|
none |
| Andra Belitz# |
|
2 (301.4 million) |
|
8 (2.2 billion) |
|
3 (321.2 million) |
| Michael A. Bennett# |
|
10 (10. 5 billion)** |
|
5 (732.8 million)** |
|
224 (18.8 billion)** |
| Christopher H. Blake# |
|
7 (8.3 billion) |
|
3 (57.7 million) |
|
90 (2.8 billion) |
| Thomas Boyle |
|
1 (3.9 million) |
|
1 (4.3 million) |
|
4 (194.2 million) |
| Daniel Breslin |
|
5 (653.4 million) |
|
none |
|
33 (389.1 million) |
| Rohit Chopra# |
|
9 (18.4 billion) |
|
18 (7.9 billion) |
|
84 (12.6 billion) |
| Jared Daniels |
|
2 (23.8 million) |
|
4 (297.3 million) |
|
20 (1.8 billion) |
| David R. Cleary# |
|
1 (216.6 million) |
|
3 (70.7 million) |
|
275 (688.7 million) |
| Michael DeBernardis |
|
4 (607.9 million) |
|
4 (435.8 million) |
|
22 (545.2 million) |
| James M. Donald# |
|
11 (21.7 billion) |
|
18 (7.9 billion) |
|
165 (14.7 billion) |
| Thomas Dzwil |
|
1 (180.0 million) |
|
1 (67.5 million) |
|
2 (268.7 million) |
| Robert A. Failla# |
|
8 (8.7 billion) |
|
2 (13.5 million) |
|
40 (2.3 billion) |
| Martin Flood# |
|
15 (10.4 billion) |
|
10 (727.0 million) |
|
234 (7.9 billion) |
| Louis Florentin-Lee |
|
3 (258.5 million) |
|
3 (75.8 million) |
|
36 (2.5 billion) |
| Michael G. Fry# |
|
7 (5.3 billion)** |
|
3 (293.1 million)** |
|
176 (12.2 billion)** |
| Peter Gillespie# |
|
7 (1.8 billion) |
|
8 (594.1 million) |
|
15 (2.9 billion) |
| George Grimbilas |
|
1 (65.4 million) |
|
2 (175.3 million) |
|
187 (2.3 billion) |
| Alex Ingham |
|
3 (190.6 million) |
|
8 (805.9 million) |
|
6 (402.6 million) |
| Jai Jacob |
|
none |
|
none |
|
4 (10.5 thousand) |
| Robin O. Jones |
|
3 (5.2 billion)** |
|
3 (447.4 million)** |
|
50 (6.6 billion)** |
| Arif Joshi# |
|
4 (588.3 million) |
|
41 (3.4 billion) |
|
22 (5.0 billion) |
| Portfolio Manager |
|
Registered Investment
Companies
($*) |
|
Other Pooled Investment
Vehicles
($*) |
|
Other Accounts
($*)## |
| Yvette Klevan |
|
2 (23.8 million) |
|
4 (297.3 million) |
|
20 (1.8 billion) |
| Antony Knep |
|
3 (191.8 million) |
|
none |
|
2 (4.7 million) |
| Christopher Komosa# |
|
1 (216.6 million) |
|
3 (70.7 million) |
|
275 (688.7 million) |
| Andrew D. Lacey# |
|
13 (10.3 billion) |
|
13 (1.3 billion) |
|
179 (7.5 billion) |
| Jay P. Leupp |
|
3 (191.8 million) |
|
2 (4.8 million) |
|
none |
| Mark Little |
|
3 (5.2 billion)** |
|
3 (447.4 million)** |
|
50 (6.6 billion)** |
| Jerry Liu |
|
1 (45.5 million) |
|
none |
|
1 (571.2 thousand) |
| Stephen Marra |
|
none |
|
none |
|
4 (10.5 thousand) |
| Kevin J. Matthews# |
|
7 (5.3 billion)** |
|
3 (293.1 million)** |
|
176 (12.2 billion)** |
| Erik McKee# |
|
11 (18.6 billion) |
|
22 (8.3 billion) |
|
86 (12.6 billion) |
| John Mulquiney |
|
2 (1.0 billion) |
|
5 (1.4 billion) |
|
8 (1.8 billion) |
| Kevin O’Hare# |
|
7 (1.8 billion) |
|
8 (594.1 million) |
|
15 (2.9 billion) |
| Michael Powers# |
|
7 (5.3 billion)** |
|
3 (293.1 million)** |
|
176 (12.2 billion)** |
| Ganesh Ramachandran |
|
2 (301 million) |
|
8 (2.2 billion) |
|
3 (321.2 million) |
| Eulogio (Joe) Ramos |
|
1 (65.4 million) |
|
2 (175.3 million) |
|
190 (2.4 billion) |
| John R. Reinsberg# |
|
8 (7.1 billion)** |
|
5 (719.2 million)** |
|
75 (12.7 billion)** |
| Warryn Robertson# |
|
2 (1.0 billion) |
|
8 (1.6 billion) |
|
16 (5.7 billion) |
| Paul Rogers |
|
1 (3.9 million) |
|
1 (4.3 million) |
|
4 (194.2 million) |
| David R. Ronco |
|
3 (191.8 million) |
|
none |
|
2 (4.7 million) |
| Edward Rosenfeld# |
|
1 (71.2 million) |
|
7 (803.6 million) |
|
5 (668.0 million) |
| Stephen Russell |
|
1 (3.9 million) |
|
1 (4.3 million) |
|
4 (194.2 million) |
| Patrick Ryan |
|
4 (368.2 million) |
|
7 (724.0 million) |
|
46 (2.6 billion) |
| John R. Senesac Jr. |
|
1 (65.4 million) |
|
2 (175.3 million) |
|
190 (2.4 billion) |
| Denise S. Simon# |
|
4 (588.2 million) |
|
41 (3.5 billion) |
|
22 (5.0 billion) |
| Ronald Temple# |
|
11 (10.1 billion) |
|
9 (682.7 million) |
|
166 (7.2 billion) |
| Barnaby Wilson# |
|
none** |
|
6 (477.9 million)** |
|
17 (1.6 billion)** |
| * |
As of December 31, 2013 unless otherwise noted. |
| ** |
As of July 31, 2014. |
| |
| |
|
| # |
None of the portfolio managers, except as follows, manage any accounts with respect to which the advisory fee is based
on the performance of the account: |
| |
(1) |
Ms. Belitz manages one other pooled investment vehicle with assets under management of approximately
$1.9 billion. |
| |
|
|
| |
|
|
| |
(2) |
Messrs. Bennett, Fry, Matthews and Powers manage one registered investment company and one other account with assets under
management of approximately $3.4 billion and $99.3 million, respectively. |
| |
|
|
| |
|
|
| |
(3) |
Messrs. Blake, Failla and Flood manage one registered investment company and one other account with assets under management
of approximately $7.9 billion and $413.0 million, respectively. |
| |
(4) |
Messrs. Chopra and McKee manage three other accounts with assets under management of approximately $1.7 billion. |
| |
(5) |
Mr. Cleary and Mr. Komosa manage one other account with assets under management of approximately $22.9 million. |
| |
(6) |
Mr. Donald manages one registered investment company and three other accounts with assets under management of approximately
$3.2 billion and $1.7 billion, respectively. |
| |
(7) |
Mr. Gillespie and Mr. O’Hare manage one other account with assets under management of approximately $1.9 billion. |
| |
(8) |
Mr. Joshi and Ms. Simon manage one other pooled investment vehicle and four other accounts with |
| |
|
assets under management of approximately $97.3 thousand and $2.0 billion, respectively. |
| |
(9) |
Mr. Lacey and Mr. Temple manage one registered investment company and one other account with assets under management of
approximately $7.9 billion and $412.9 million, respectively. |
| |
(10) |
Mr. Ramachandran manages four other pooled investment vehicles with assets under management of approximately $1.9 billion. |
| |
(11) |
Mr. Rosenfeld manages one other pooled investment vehicle with assets under management of approximately $92.9 million. |
| |
|
|
| |
|
|
| |
(12) |
Mr. Reinsberg manages one other account with assets under management of approximately $99.3 million. |
| |
|
|
| |
|
|
| |
(13) |
Mr. Robertson manages two other accounts with assets under management of approximately $1.5 billion. |
| |
|
|
| |
|
|
| |
(14) |
Mr. Wilson manages one other account with assets under management of approximately $96.3 million. |
| |
|
|
| ## |
Includes an aggregation of any Similar Accounts within managed account programs where the third party
program sponsor is responsible for applying specific client objectives, guidelines and limitations against the model portfolio
managed by the portfolio management team. |
Compensation for Portfolio Managers. The Investment
Manager’s portfolio managers are generally responsible for managing multiple types of accounts that may, or may not, invest
in securities in which the Fund may invest or pursue a strategy similar to a Portfolio’s strategies. Portfolio managers
responsible for managing the Portfolios may also manage sub-advised registered investment companies, collective investment trusts,
unregistered funds and/or other pooled investment vehicles, separate accounts, separately managed account programs (often referred
to as “wrap accounts”) and model portfolios.
The Investment Manager compensates portfolio managers by a
competitive salary and bonus structure, which is determined both quantitatively and qualitatively. Salary and bonus are paid in
cash, stock and restricted interests in funds managed by the Investment Manager or its affiliates. Portfolio managers are compensated
on the performance of the aggregate group of portfolios managed by the teams of which they are a member rather than for a specific
fund or account. Various factors are considered in the determination of a portfolio manager’s compensation. All of the portfolios
managed by a portfolio manager are comprehensively evaluated to determine his or her positive and consistent performance contribution
over time. Further factors include the amount of assets in the portfolios as well as qualitative aspects that reinforce the Investment
Manager’s investment philosophy.
Total compensation is generally not fixed, but rather is based
on the following factors: (i) leadership, teamwork and commitment, (ii) maintenance of current knowledge and opinions on companies
owned in the portfolio; (iii) generation and development of new investment ideas, including the quality of security analysis and
identification of appreciation catalysts; (iv) ability and willingness to develop and share ideas on a team basis; and (v) the
performance results of the portfolios managed by the investment teams of which the portfolio manager is a member.
Variable bonus is based on the portfolio manager’s quantitative
performance as measured by his or her ability to make investment decisions that contribute to the pre-tax absolute and relative
returns of the accounts managed by the teams of which the portfolio manager is a member, by comparison of each account to a predetermined
benchmark (as set forth in the prospectus or other governing document) over the current fiscal year and the longer-term performance
(3-, 5- or 10-year, if applicable) of such account, as well as performance of the account relative to peers. The variable bonus
for each Portfolio’s portfolio management team in respect of its management of the Portfolio is determined by reference
to the corresponding indices listed below. The portfolio manager’s bonus also can be influenced by subjective measurement
of the manager’s ability to help others make investment decisions. A portion of a portfolio manager’s variable bonus
is awarded under a deferred compensation arrangement pursuant to which the portfolio manager may allocate certain amounts awarded
among certain Portfolios, in shares that vest in two to three years.
| Portfolio |
|
Index |
| Equity Concentrated Portfolio |
|
S&P 500® Index |
| |
|
|
| |
|
|
| |
|
|
| Strategic Equity Portfolio |
|
S&P 500 Index |
| Mid Cap Portfolio |
|
Russell Midcap® Index |
| Small-Mid Cap Portfolio |
|
Russell 2500® Index |
| Long/Short Portfolio |
|
S&P 500 Index |
| International Equity Portfolio |
|
MSCI Europe, Australasia and Far East (EAFE®) Index |
| International Equity Concentrated Portfolio |
|
MSCI All Country World Index ex-US |
| International Equity Select Portfolio |
|
MSCI All Country World Index ex-US |
| International Strategic Portfolio |
|
MSCI EAFE Index |
| International Small Cap Portfolio |
|
MSCI EAFE Small Cap Index |
| Global Equity Select Portfolio |
|
MSCI All Country World Index |
| Global Strategic Portfolio |
|
MSCI All Country World Index |
| Emerging Markets Core Portfolio |
|
MSCI Emerging Markets Index |
| Emerging Markets Portfolio |
|
MSCI Emerging Markets Index |
| Developing Markets Portfolio |
|
MSCI Emerging Markets Index |
| Emerging Markets Blend Portfolio |
|
MSCI Emerging Markets Index |
| Emerging Markets Multi Asset Portfolio |
|
MSCI Emerging Markets Index |
| Emerging Markets Debt Portfolio |
|
50% JPMorgan EMBI Global Diversified Index/
50% JPMorgan GBI-EM Global Diversified Index |
| Emerging Markets Income Portfolio |
|
JP Morgan Emerging Local Markets Plus Index |
| Explorer Total Return Portfolio |
|
50% JPMorgan EMBI Global Diversified Index/
50% JPMorgan GBI-EM Global Diversified Index |
| Corporate Income Portfolio |
|
Bank of America Merrill Lynch BB-B US Cash Pay Non-Distressed High Yield Index |
| Short Duration Fixed Income Portfolio |
|
Bank of America Merrill Lynch 1-3 Year Treasury Index |
| Global Fixed Income Portfolio |
|
Barclays Capital Global Aggregate Bond Index |
| Global Listed Infrastructure Portfolio |
|
UBS Global 50/50 Infrastructure & Utilities® Index (Hedged) |
| Realty Income Portfolio |
|
50% Wells Fargo Hybrid and Preferred Securities REIT Index/
50% FTSE NAREIT All Equity REITs Index |
| Realty Equity Portfolio |
|
FTSE NAREIT All Equity REITs Index |
| Global Realty Portfolio |
|
FTSE EPRA/NAREIT Global Index |
| Capital Allocator Portfolio |
|
MSCI World Index |
| Dynamic Portfolio |
|
50/50 MSCI World Index and Barclays Capital Global Aggregate Bond Index |
Ownership of Securities. As of December 31, 2013,
the portfolio managers owned the following shares of the Portfolios:
| Portfolio/Portfolio Manager |
|
Market Value of Shares* |
| |
|
|
| Equity Concentrated Portfolio |
|
|
| Christopher H. Blake |
|
$100,001-$500,000 |
| Martin Flood |
|
None |
| Andrew D. Lacey |
|
$500,001-$1,000,000 |
| |
|
|
| Strategic Equity Portfolio |
|
|
| Christopher H. Blake |
|
$100,001-$500,000 |
| Robert A. Failla |
|
$50,001-$100,000 |
| Martin Flood |
|
None |
| Andrew D. Lacey |
|
$500,001-$1,000,000 |
| Ronald Temple |
|
$1-$10,000 |
| |
|
|
| Mid Cap Portfolio |
|
|
| Christopher H. Blake |
|
$10,001-$50,000 |
| Martin Flood |
|
None |
| Andrew D. Lacey |
|
$500,001-$1,000,000 |
| Portfolio/Portfolio Manager |
|
Market Value of Shares* |
| |
|
|
| Small-Mid Cap Portfolio |
|
|
| Daniel Breslin |
|
$100,001-$500,000 |
| Michael DeBernardis |
|
$10,001-$50,000 |
| Robert A. Failla |
|
None |
| Andrew D. Lacey |
|
$100,001-$500,000 |
| |
|
|
| |
|
|
| Long/Short Portfolio*** |
|
|
| |
|
|
| |
|
|
| Dmitri Batsev |
|
None |
| Martin Flood |
|
None |
| Andrew D. Lacey |
|
None |
| Jerry Liu |
|
None |
| |
|
|
| International Equity Portfolio |
|
|
| Michael A. Bennett |
|
None |
| Michael G. Fry |
|
$100,001-$500,000 |
| Michael Powers |
|
$50,001-$100,000 |
| John R. Reinsberg |
|
$100,001-$500,000 |
| |
|
|
| |
|
|
| International Equity Concentrated Portfolio** |
|
|
| Kevin J. Matthews |
|
None |
| Michael A. Bennett |
|
None |
| Michael G. Fry |
|
None |
| Michael Powers |
|
None |
| John R. Reinsberg |
|
None |
| |
|
|
| |
|
|
| International Equity Select Portfolio |
|
|
| Michael A. Bennett |
|
None |
| James M. Donald |
|
None |
| Michael G. Fry |
|
$100,001-$500,000 |
| Kevin J. Matthews |
|
None |
| Michael Powers |
|
None |
| John R. Reinsberg |
|
$50,001-$100,000 |
| |
|
|
| International Strategic Portfolio |
|
|
| Michael A. Bennett |
|
None |
| Robin O. Jones |
|
None |
| Mark Little |
|
None |
| John R. Reinsberg |
|
$50,001-$100,000 |
| |
|
|
| International Small Cap Portfolio |
|
|
| Alex Ingham |
|
None |
| John R. Reinsberg |
|
$100,001-$500,000 |
| Edward Rosenfeld |
|
None |
| |
|
|
| Global Equity Select Portfolio |
|
|
| Martin Flood |
|
None |
| Louis Florentin-Lee |
|
None |
| Andrew D. Lacey |
|
$500,001-$1,000,000 |
| Patrick Ryan |
|
$10,001-$50,000 |
| Ronald Temple |
|
$50,001-$100,000 |
Portfolio/Portfolio
Manager
|
|
Market Value of Shares* |
| |
|
|
| |
|
|
| Global Strategic Portfolio** |
|
|
| Robin O. Jones |
|
None |
| Mark Little |
|
None |
| John R. Reinsberg |
|
None |
| Barnaby Wilson |
|
None |
| |
|
|
| |
|
|
| Emerging Markets Core Portfolio |
|
|
| Thomas Boyle |
|
None |
| Paul Rogers |
|
None |
| Stephen Russell |
|
None |
| |
|
|
| |
|
|
| Emerging Markets Portfolio |
|
|
| Rohit Chopra |
|
$100,001-$500,000 |
| James M. Donald |
|
$100,001-$500,000 |
| Erik McKee |
|
$100,001-$500,000 |
| John R. Reinsberg |
|
$500,001-$1,000,000 |
| |
|
|
| |
|
|
| Developing Markets Portfolio |
|
|
| James M. Donald |
|
$500,001-$1,000,000 |
| Peter Gillespie |
|
None |
| Kevin O’Hare |
|
$100,001-$500,000 |
| John R. Reinsberg |
|
$100,001-$500,000 |
| |
|
|
| Emerging Markets Blend Portfolio |
|
|
| James M. Donald |
|
$100,001-$500,000 |
| Jai Jacob |
|
$10,001-$50,000 |
| Kevin O’Hare |
|
$10,001-$50,000 |
| |
|
|
| Emerging Markets Multi Asset Portfolio |
|
|
| Jai Jacob |
|
$50,001-$100,000 |
| |
|
|
| Emerging Markets Debt Portfolio |
|
|
| Arif T. Joshi |
|
None |
| Denise S. Simon |
|
$100,001-$500,000 |
| |
|
|
| |
|
|
Emerging Markets
Income Portfolio***
|
|
|
| |
|
|
| |
|
|
| Ardra Belitz |
|
None |
| Ganesh Ramachandran |
|
None |
| |
|
|
| Explorer Total Return Portfolio |
|
|
| Arif T. Joshi |
|
None |
| Denise S. Simon |
|
None |
| |
|
|
| Corporate Income Portfolio |
|
|
| David R. Cleary |
|
None |
| Thomas M. Dzwil |
|
None |
| |
|
|
| Short Duration Fixed Income |
|
|
| Eulogio Ramos |
|
$100,001-$500,000 |
| John R. Senesac, Jr. |
|
None |
| David R. Cleary |
|
None |
| George Grimbilas |
|
None |
| David R. Cleary |
|
None |
| |
|
|
| Global Fixed Income Portfolio |
|
|
| Jared Daniels |
|
$50,001-$100,000 |
| Yvette Klevan |
|
$50,001-$100,000 |
Portfolio/Portfolio
Manager
|
|
Market Value of Shares* |
| |
|
|
| Global Listed Infrastructure Portfolio |
|
|
| John Mulquiney |
|
None |
| Warryn Robertson |
|
$100,001-$500,000 |
| |
|
|
| Realty Income Portfolio |
|
|
| Jay P. Leupp |
|
Over $1,000,000 |
| David R. Ronco |
|
$1-$10,000 |
| |
|
|
| Realty Equity Portfolio |
|
|
| Jay P. Leupp |
|
$100,001-$500,000 |
| David R. Ronco |
|
$1-$10,000 |
| |
|
|
| Global Realty Portfolio |
|
|
| Jay P. Leupp |
|
$100,001-$500,000 |
| David R. Ronco |
|
$1-$10,000 |
| Antony Knep |
|
None |
| |
|
|
| Capital Allocator Portfolio |
|
|
| David R. Cleary |
|
$100,001-$500,000 |
| Christopher Komosa |
|
$50,001-$100,000 |
| * |
A portion of Portfolio shares shown as owned by a portfolio
manager may consist of shares allocated to the Portfolio under deferred compensations arrangement described above. |
| |
|
| |
|
| ** |
As of August 29, 2014. |
| *** |
As of April 30, 2014. |
| |
|
Investment Manager and Investment Management Agreement
The Investment Manager, located at 30 Rockefeller Plaza, New
York, NY 10112-6300, has entered into an investment management agreement (the “Management Agreement”) with the Fund
on behalf of the Portfolios. Pursuant to the Management Agreement, the Investment Manager regularly provides each Portfolio with
investment research, advice and supervision and furnishes continuously an investment program for each Portfolio consistent with
its investment objective and policies, including the purchase, retention and disposition of securities.
The Investment Manager, a wholly-owned subsidiary of Lazard
Ltd (collectively with the Investment Manager and its other affiliates, “Lazard”), is registered as an investment
adviser with the SEC. The Investment Manager provides day-to-day management of the Portfolios’ investments and assists in
the overall management of the Fund’s affairs. Its clients are both individuals and institutions, some of whose accounts
have investment policies similar to those of several of the Portfolios.
The Fund, the Investment Manager and the Distributor each have
adopted a Code of Ethics pursuant to Rule 17j-1 under the 1940 Act that permits its personnel, subject to such Code of Ethics,
to invest in securities, including securities that may be purchased or held by a Portfolio. The Codes of Ethics restrict the personal
securities transactions of employees and require portfolio managers and other investment personnel to comply with the preclearance
and disclosure procedures. The primary purpose of the Codes of Ethics is to ensure that personal trading by employees does not
disadvantage any Portfolio.
Under the terms of the Management Agreement, the Investment
Manager will pay the compensation of all personnel of the Fund, except the fees of Directors of the Fund who are not employees
or affiliated persons of the Investment Manager. The Investment Manager will make available to the Portfolios such of the Investment
Manager’s members, officers and employees as are reasonably necessary for the operations of each Portfolio, or as may be
duly elected officers or directors of the Fund. Under the Management Agreement, the Investment Manager also pays each Portfolio’s
office rent and provides investment advisory research and statistical facilities and all clerical
services relating to research, statistical and investment work.
The Investment Manager, including its employees who serve the Portfolios, may render investment advice, management and other services
to other clients.
As compensation for its services, the Fund has agreed to pay
the Investment Manager an investment management fee, accrued daily and payable monthly, at the annual rates set forth in the Prospectus.
As described in the Prospectus, the Investment Manager has
agreed to waive its management fees and, if necessary, reimburse each Portfolio, to the extent Total Annual Portfolio Operating
Expenses exceed a percentage of the value of the Portfolio’s average daily net assets (shown in the Prospectus), exclusive
of taxes, brokerage, interest on borrowings, fees and expenses of “Acquired Funds” (investments in other investment
companies) and extraordinary expenses, and excluding shareholder redemption fees or other transaction fees.
For the fiscal years ended December 31, 2011, 2012 and 2013,
the management fees payable by each Portfolio, the amounts waived (and reimbursed), by the Investment Manager and the net fees
paid to the Investment Manager were as follows:
| Portfolio | |
Fee
Payable For Fiscal
Year Ended
December 31, 2011 | | |
Fee
Payable For Fiscal
Year Ended
December 31, 2012 | | |
Fee
Payable For Fiscal
Year Ended
December 31, 2013 | |
| Equity Concentrated Portfolio | |
$ | 90,343 | | |
$ | 389,863 | | |
$ | 1,418,594 | |
| Strategic Equity Portfolio | |
| 532,456 | | |
| 567,107 | | |
| 748,995 | |
| Mid Cap Portfolio | |
| 1,309,722 | | |
| 800,884 | | |
| 438,316 | |
| Small-Mid Cap Portfolio | |
| 1,677,491 | | |
| 1,826,602 | | |
| 2,478,354 | |
| International Equity Portfolio | |
| 894,914 | | |
| 850,462 | | |
| 1,341,485 | |
| International Equity Select Portfolio | |
| 56,004 | | |
| 62,905 | | |
| 140,466 | |
| International Strategic Portfolio | |
| 3,278,964 | | |
| 6,014,249 | | |
| 15,618,831 | |
| International Small Cap Portfolio | |
| 492,830 | | |
| 450,937 | | |
| 461,871 | |
| Global Equity Select Portfolio | |
| — | | |
| — | | |
| — | |
| Emerging Markets Core Portfolio | |
| — | | |
| — | | |
| 4,480 | |
| Emerging Markets Portfolio | |
| 165,270,120 | | |
| 151,690,449 | | |
| 154,754,945 | |
| Developing Markets Portfolio | |
| 2,377,995 | | |
| 3,423,720 | | |
| 5,958,296 | |
| Emerging Markets Blend Portfolio | |
| 1,071,924 | | |
| 1,670,264 | | |
| 4,238,314 | |
| Emerging Markets Multi Asset Portfolio | |
| 317,396 | | |
| 806,772 | | |
| 1,980,668 | |
| Emerging Markets Debt Portfolio | |
| 296,699 | | |
| 1,613,547 | | |
| 2,929,173 | |
| Explorer Total Return Portfolio | |
| — | | |
| — | | |
| 112,379 | |
| Corporate Income Portfolio | |
| 834,199 | | |
| 992,709 | | |
| 1,007,181 | |
| Short Duration Fixed Income Portfolio | |
| 22,197 | | |
| 46,025 | | |
| 86,439 | |
| Global Fixed Income Portfolio | |
| — | | |
| 16,123 | | |
| 27,326 | |
| Global Listed Infrastructure Portfolio | |
| 1,605,324 | | |
| 1,125,894 | | |
| 3,983,688 | |
| Realty Income Portfolio | |
| 36,893 | * | |
| 447,491 | | |
| 1,151,928 | |
| Realty Equity Portfolio | |
| 5,715 | * | |
| 309,718 | | |
| 697,083 | |
| Global Realty Portfolio | |
| 5,555 | * | |
| 35,873 | | |
| 54,912 | |
| Capital Allocator Portfolio | |
| 2,552,451 | | |
| 2,537,917 | | |
| 2,266,068 | |
| | |
| | |
| | |
| |
| Portfolio | |
Reduction
in
Fee For Fiscal
Year Ended
December 31, 2011 | | |
Reduction
in
Fee For Fiscal
Year Ended
December 31, 2012 | | |
Reduction
in
Fee For Fiscal
Year Ended
December 31, 2013 | |
| Equity Concentrated Portfolio | |
$ | 189,564 | | |
$ | 199,946 | | |
$ | 10,478 | |
| Strategic Equity Portfolio | |
| 193,763 | | |
| 202,311 | | |
| 201,848 | |
| Mid Cap Portfolio | |
| — | | |
| — | | |
| 61,050 | |
| Small-Mid Cap Portfolio | |
| — | | |
| — | | |
| — | |
| | |
| | | |
| | | |
| | |
| International Equity Portfolio | |
| — | | |
| — | | |
| — | |
| International Equity Select Portfolio | |
| 235,676 | | |
| 231,523 | | |
| 223,584 | |
| International Strategic Portfolio | |
| — | | |
| — | | |
| — | |
| International Small Cap Portfolio | |
| 25,396 | | |
| 30,622 | | |
| 37,612 | |
| Global Equity Select Portfolio | |
| — | | |
| — | | |
| 5,000 | |
| Emerging Markets Core Portfolio | |
| — | | |
| — | | |
| 100,278 | |
| Emerging Markets Portfolio | |
| — | | |
| — | | |
| — | |
| Developing Markets Portfolio | |
| 20,330 | | |
| — | | |
| — | |
| Emerging Markets Blend Portfolio | |
| 206,064 | | |
| 39,603 | | |
| 183,606 | |
| Emerging Markets Multi Asset Portfolio | |
| 293,815 | | |
| 230,588 | | |
| 26,985 | |
| Emerging Markets Debt Portfolio | |
| 229,341 | | |
| 66,877 | | |
| 7,262 | |
| Explorer Total Return Portfolio | |
| — | | |
| — | | |
| 177,809 | |
| Corporate Income Portfolio | |
| 284,996 | | |
| 292,518 | | |
| 340,766 | |
| Short Duration Fixed Income Portfolio | |
| 224,278 | | |
| 180,327 | | |
| 178,274 | |
| Global Fixed Income Portfolio | |
| — | | |
| 237,268 | | |
| 220,207 | |
| Global Listed Infrastructure Portfolio | |
| 3,000 | | |
| — | | |
| — | |
| Realty Income Portfolio | |
| 62,535 | * | |
| 3,268 | | |
| 39,000 | |
| Realty Equity Portfolio | |
| 72,941 | * | |
| 118,194 | | |
| 47,501 | |
| Global Realty Portfolio | |
| 79,081 | * | |
| 156,071 | | |
| 240,299 | |
| Capital Allocator Portfolio | |
| 284,251 | | |
| 274,403 | | |
| 256,745 | |
| | |
| | | |
| | | |
| | |
| Portfolio | |
Net
Fee Paid For
Fiscal Year Ended
December 31, 2011 | | |
Net
Fee Paid For
Fiscal Year Ended
December 31, 2012 | | |
Net
Fee Paid For
Fiscal Year Ended December 31, 2013 | |
| Equity Concentrated Portfolio | |
$ | (99,221 | ) | |
$ | 189,917 | | |
$ | 1,408,116 | |
| Strategic Equity Portfolio | |
| 338,693 | | |
| 364,796 | | |
| 547,147 | |
| Mid Cap Portfolio | |
| 1,309,722 | | |
| 800,884 | | |
| 377,266 | |
| Small-Mid Cap Portfolio | |
| 1,677,491 | | |
| 1,826,602 | | |
| 2,478,354 | |
| International Equity Portfolio | |
| 894,914 | | |
| 850,462 | | |
| 1,341,485 | |
| International Equity Select Portfolio | |
| (179,672 | ) | |
| (168,618 | ) | |
| (83,118 | ) |
| International Strategic Portfolio | |
| 3,278,964 | | |
| 6,014,249 | | |
| 15,618,831 | |
| International Small Cap Portfolio | |
| 467,434 | | |
| 420,315 | | |
| 424,259 | |
| Global Equity Select Portfolio | |
| — | | |
| — | | |
| (5,000 | ) |
| Emerging Markets Core Equity Portfolio | |
| — | | |
| — | | |
| (95,798 | ) |
| Emerging Markets Portfolio | |
| 165,270,120 | | |
| 151,690,449 | | |
| 154,754,945 | |
| Developing Markets Portfolio | |
| 2,357,665 | | |
| 3,423,720 | | |
| 5,958,296 | |
| Portfolio | |
Net
Fee Paid For
Fiscal Year Ended
December 31, 2011 | | |
Net
Fee Paid For
Fiscal Year Ended
December 31, 2012 | | |
Net
Fee Paid For
Fiscal Year Ended December 31, 2013 | |
| Emerging Markets Blend Portfolio | |
| 865,860 | | |
| 1,630,661 | | |
| 4,054,708 | |
| Emerging Markets Multi Asset Portfolio | |
| 23,581 | | |
| 576,184 | | |
| 1,953,683 | |
| Emerging Markets Debt Portfolio | |
| 67,358 | | |
| 1,546,670 | | |
| 2,921,911 | |
| Explorer Total Return Portfolio | |
| — | | |
| — | | |
| (65,430 | ) |
| Corporate Income Portfolio | |
| 549,203 | | |
| 700,191 | | |
| 666,415 | |
| Short Duration Fixed Income Portfolio | |
| (202,081 | ) | |
| (134,302 | ) | |
| (91,835 | ) |
| Global Fixed Income Portfolio | |
| — | | |
| (221,145 | ) | |
| (192,881 | ) |
| Global Listed Infrastructure Portfolio | |
| 1,602,324 | | |
| 1,125,894 | | |
| 3,983,688 | |
| Realty Income Portfolio | |
| (25,642 | )* | |
| 444,223 | | |
| 1,112,928 | |
| Realty Equity Portfolio | |
| (67,226 | )* | |
| 191,524 | | |
| 649,582 | |
| Global Realty Portfolio | |
| (73,526 | )* | |
| (120,198 | ) | |
| (185,387 | ) |
| Capital Allocator Portfolio | |
| 2,268,200 | | |
| 2,263,514 | | |
| 2,009,863 | |
| * |
For the period after September 23, 2011 (the date the Portfolio
became a series of the Fund) through December 31, 2011. |
The Management Agreement provides that each Portfolio pays
all of its expenses that are not specifically assumed by the Investment Manager. Expenses attributable to each Portfolio will
be charged against the assets of that Portfolio. Other expenses of the Fund will be allocated among the Portfolios in a manner
which may, but need not, be proportionate in relation to the net assets of each Portfolio. Expenses payable by each of the Portfolios
include, but are not limited to, brokerage and other expenses of executing portfolio transactions; legal, auditing or accounting
expenses; trade association dues; taxes or governmental fees; the fees and expenses of any person providing administrative services
to the Fund; the fees and expenses of the custodian and transfer agent of the Fund; clerical expenses of issue, redemption or
repurchase of shares of the Portfolio; the expenses and fees for registering and qualifying securities for sale; the fees of Directors
of the Fund who are not employees or affiliated persons of the Investment Manager or its affiliates; travel expenses of all Directors,
officers and employees; insurance premiums; and the cost of preparing and distributing reports and notices to shareholders. In
addition, Open Shares of each Portfolio are subject to an annual distribution and servicing fee. See “Distribution and Servicing
Arrangements.”
As to each Portfolio, the Management Agreement is subject to
annual approval by (i) the Fund’s Board or (ii) vote of a majority (as defined in the 1940 Act) of the outstanding voting
securities of the relevant Portfolio, provided that in either event the continuance also is approved by a majority of the Independent
Directors of the Fund or the Investment Manager, by vote cast in person at a meeting called for the purpose of voting on such
approval. As to each Portfolio, the Management Agreement is terminable without penalty, on 60 days’ notice, by the Fund’s
Board or by vote of the holders of a majority of the shares of such Portfolio, or, upon not less than 90 days’ notice, by
the Investment Manager. The Management Agreement will terminate automatically, as to the relevant Portfolio, in the event of its
assignment (as defined in the 1940 Act). The Management Agreement provides that in the absence of willful misfeasance, bad faith
or gross negligence on the part of the Investment Manager, or of reckless disregard of its obligations thereunder, the Investment
Manager shall not be liable for any action or failure to act in accordance with its duties thereunder.
Proxy Voting
The Fund has delegated voting of proxies in respect of portfolio
holdings to the Investment Manager, to vote the Fund’s proxies in accordance with the Investment Manager’s proxy voting
policy, which is attached as Appendix B (the “Proxy Voting Policy”).
Non-equity securities, such as debt obligations and money market
instruments, are not usually considered to be voting securities, and proxy voting, if any, is typically limited to the solicitation
of consents to changes in or waivers of features of debt securities, or plans of reorganization involving the issuer of the security.
In the rare event that proxies are solicited with respect to any of these securities, the Investment Manager would vote the proxy
in accordance with the principles set forth in the Proxy Voting Policy, including the procedures used when a vote presents a conflict
between the interests of Fund shareholders, on the one hand, and those of the Investment Manager or any affiliated person of the
Fund or the Investment Manager, on the other.
The Fund’s proxy voting record for the most recent 12-month
period ended June 30 is available (1) without charge, upon request, by calling (800) 823-6300 or (2) on the SEC’s website
at http://www.sec.gov. Information as of June 30 each year will generally be available by the following August 31.
Administrator, Custodian and Transfer Agent
The Fund has entered into an administration agreement with State
Street Bank and Trust Company (“State Street”), One Iron Street, Boston, Massachusetts 02210, to provide certain administrative
services. Each Portfolio bears the cost of such services at a fixed annual rate of $42,500, plus $7,500 per additional class, and
0.02% of average daily net assets up to $1 billion and 0.01% of average daily net assets over $1 billion. State Street has agreed
to waive $18,750 of the $42,500 annual fee for Portfolios with net assets under $25 million.
State Street also acts as the Fund’s custodian. As the
Fund’s custodian, State Street, among other things, maintains a custody account or accounts in the name of each Portfolio;
receives and delivers all assets for each Portfolio upon purchase and upon sale or maturity; collects and receives all income and
other payments and distributions on account of the assets of each Portfolio and disburses the Portfolio’s assets in payment
of its expenses. The custodian does not determine the investment policies of any Portfolio or decide which securities any Portfolio
will buy or sell.
Boston Financial Data Services, Inc. (“BFDS”), P.O.
Box 8154, Boston, Massachusetts 02266-8154, is the Fund’s transfer and dividend disbursing agent. Under a transfer agency
agreement with the Fund, BFDS arranges for the maintenance of shareholder account records for each Portfolio, the handling of certain
communications between shareholders and the Fund and the payment of dividends and distributions payable by the Fund. For its services,
BFDS receives a monthly fee computed on the basis of the number of shareholder accounts it maintains, subject to a minimum fee
amount per share class in each Portfolio, and is reimbursed for certain out-of-pocket expenses. BFDS has agreed to waive the monthly
minimum fee for the first six months after a new Portfolio has commenced operations.
Distributor
Lazard Asset Management Securities LLC, 30 Rockefeller Plaza,
New York, New York 10112-6300, serves as the distributor of each Portfolio’s shares and conducts a continuous offering pursuant
to a “best efforts” arrangement. As the distributor, it accepts purchase and redemption orders for Portfolio shares.
In addition, the distribution agreement obligates the Distributor to pay certain expenses in connection with the offering of Portfolio
shares. After the Prospectus and periodic reports have been prepared, set in type and mailed to shareholders, the Distributor also
will pay for any printing and distribution of copies thereof used in connection with the offering to prospective investors.
Determination
of Net Asset Value
Net asset value per share for each Class of each Portfolio is
determined by State Street for the Fund on each day the New York Stock Exchange (the “NYSE”) is open for business.
The NYSE is ordinarily closed on the following national holidays: New Year’s Day, Martin Luther King, Jr. Day, Presidents’
Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. Net asset value per share is determined
by dividing the value of the total assets of the Portfolio represented by such Class, less all liabilities, by the total number
of Portfolio shares of such Class outstanding.
Market values for securities listed on the NYSE, NASDAQ national
market or other US or foreign exchanges or markets are generally based on the last reported sales price on the exchange or market
on which the security is principally traded, generally as of the close of regular trading on the NYSE (normally 4:00 p.m. Eastern
time) on each valuation date; securities not traded on the valuation date are valued at the most recent quoted bid price. The Fund
values NASDAQ-traded securities at the NASDAQ Official Closing Price, which may not be the last reported sales price in certain
instances. Exchange-traded options and futures contracts are valued at the last reported sales price on the exchange on which the
contract is principally traded. Swap agreements, such as credit default and interest rate swap agreements and swap agreements with
respect to equity securities, are valued by an independent pricing service. Forward currency contracts are valued using quotations
from an independent pricing service. Investments in money market funds are valued at the fund’s net asset value. Repurchase
agreements are valued at the principal amounts plus accrued interest.
Bonds and other fixed-income securities that are not exchange-traded
are valued on the basis of prices provided by independent pricing services which are based primarily on institutional trading in
similar groups of securities, or by using brokers’ quotations or a matrix system which considers such factors as other security
prices, yields and maturities. Debt securities maturing in 60 days or less are valued at amortized cost, except where to do so
would not accurately reflect their fair value, in which case such securities are valued at fair value as determined by, or in accordance
with procedures approved by, the Board.
Calculation of a Portfolio’s net asset value may not take
place contemporaneously with the determination of the prices of portfolio assets used in such calculation. Trading on Europe, Latin
and South America and Far East securities exchanges and in over-the-counter markets ordinarily is completed well before the close
of business on each business day in New York (i.e., a day on which the NYSE is open). In addition, European or Far Eastern
securities trading generally or in a particular country or countries may not take place on all business days in New York and on
which the net asset value of a Portfolio is calculated.
The Valuation Committee of the Investment Manager, which meets
periodically under the direction of the Board, may evaluate a variety of factors to determine the fair value of securities for
which market quotations are determined not to be readily available or reliable. These factors include, but are not limited to,
the type of security, the value of comparable securities, observations from financial institutions and relevant news events. Input
from the Investment Manager’s portfolio managers/analysts also will be considered.
If a significant event materially affecting the value of securities
occurs between the close of the exchange or market on which the security is principally traded and the time when a Portfolio’s
net asset value is calculated, or when current market quotations otherwise are determined not to be readily available or reliable
(including restricted or other illiquid securities such as certain derivative instruments), such securities will be valued at their
fair value as determined by, or in accordance with procedures approved by, the Board. The fair value of non-US securities may be
determined with the assistance of an independent pricing service using correlations between the movement of prices of such securities
and indices of US securities and other appropriate indicators, such as closing market prices of relevant ADRs or futures contracts.
Non-US securities may trade on days when a Portfolio is not open for business, thus affecting the value of the Portfolio’s
assets on days when Portfolio shareholders may not be able to buy or sell Portfolio shares.
The effect of using fair value pricing is that the net asset
value of a Portfolio will reflect the affected securities’ values as determined in the judgment of the Board or its designee
instead of being determined by the market. Using a fair value pricing methodology to price securities may result in a value that
is different from the most recent closing price of a security and from the prices used by other investment companies to calculate
their portfolios’ net asset values.
Portfolio
Transactions
General
Subject to the supervision of the Board, the Investment Manager
is primarily responsible for the investment decisions and the placing of portfolio transactions for each Portfolio. In arranging
for the Portfolios’ securities transactions, the Investment Manager is primarily concerned with seeking best execution, which
is considered to be the most favorable combination of price and quantity that can be traded at a point in time given, among other
factors, the liquidity, market conditions, and required urgency of execution. In choosing broker-dealers, the Investment Manager
considers all relevant factors, including but not limited to: the ability of a broker-dealer to provide a prompt and efficient
agency execution; the ability and willingness of a broker-dealer to facilitate the transactions by acting as principal and going
at risk for its own accounts; the ability of a broker-dealer to provide accurate and timely settlement of the transaction; the
Investment Manager’s knowledge of the negotiated commission rates currently available and other current transactions costs;
the clearance and settlement capabilities of the broker; the Investment Manager’s knowledge of the financial condition of
the broker or dealer selected; and any other matter relevant to the selection of a broker-dealer.
In the over-the-counter market, securities are generally traded
on a “net” basis with dealers acting as principal for their own accounts without a stated commission, although the
price of the security usually includes a profit to the dealer. In underwritten offerings, securities are purchased at a fixed price
that includes an amount of compensation to the underwriter, generally referred to as the underwriter’s concession or discount.
To the extent consistent with applicable provisions of the 1940
Act and the rules adopted by the SEC thereunder, the Fund’s Board has determined that securities transactions for a Portfolio
may be executed through a broker-dealer that may be deemed to be an affiliate of the Investment Manager if, in the judgment of
the Investment Manager, the use of the broker-dealer is likely to result in price and execution at least as favorable as those
of other qualified brokers or dealers, and if, in the transaction, the broker-dealer charges the Portfolio a rate consistent with
that charged to comparable unaffiliated customers in similar transactions.
Purchase and sale orders for securities held by a Portfolio
may be combined with those for other Portfolios in the interest of the most favorable net results for all. In some cases, this
policy may adversely affect the price paid or received by an account, or the size of the position obtained or liquidated. When
the Investment Manager determines that a particular security should be bought for or sold by more than one Portfolio, the Investment
Manager undertakes to allocate those transactions between the participants equitably.
The portfolio turnover in the Emerging Markets Debt Portfolio
was higher in 2012 than in 2013 as a result of volatile market conditions. The portfolio turnover in the Short Duration Fixed Income
Portfolio was elevated in 2013 as a result of its change from a municipal bond fund to its current investment strategy as of June
28, 2013. The portfolio turnover in the Global Realty Portfolio was elevated in 2013 as a result of its change from an international
fund to its current investment strategy as of August 15, 2013. The portfolio turnovers in the US Realty Income and US Realty Equity
Portfolios were elevated in 2013 as a result of market volatility and interest rate conditions.
The Portfolios listed below held securities of their regular
brokers or dealers during the fiscal year ended December 31, 2013:
|
Portfolio
|
Broker/Dealer
|
Value on December 31, 2013
(in $000s)
|
| |
|
|
|
| Equity Concentrated Portfolio |
State Street Bank and Trust Company |
23,087 |
|
| |
|
|
|
| Strategic Equity Portfolio |
Bank of America Corp. |
2,258 |
|
| |
Citigroup, Inc. |
3,614 |
|
| |
Morgan Stanley |
1,260 |
|
| |
State Street Bank and Trust Company |
1,585 |
|
Portfolio
|
Broker/Dealer
|
Value
on December 31, 2013
(in $000s)
|
| Mid Cap Portfolio |
State Street Bank and Trust Company |
1,261 |
|
| |
|
|
|
| Small-Mid Cap Portfolio |
State Street Bank and Trust Company |
12,271 |
|
| |
|
|
|
| International Equity Portfolio |
State Street Bank and Trust Company |
12,039 |
|
| |
|
|
|
| International Equity Select Portfolio |
State Street Bank and Trust Company |
766 |
|
| |
|
|
|
| International Strategic Portfolio |
State Street Bank and Trust Company |
189,841 |
|
| |
|
|
|
| International Small Cap Portfolio |
State Street Bank
and Trust Company |
2,903 |
|
| |
|
|
|
| Global Equity Select Portfolio |
State Street Bank and Trust Company |
52 |
|
| |
|
|
|
| Emerging Markets Core Portfolio |
State Street Bank
and Trust Company |
— |
|
| |
|
|
|
| Emerging Markets Portfolio |
State Street Bank and Trust Company |
65,836 |
|
| |
|
|
|
| Developing Markets Portfolio |
State Street Bank and Trust Company |
2,201 |
|
| |
|
|
|
| Emerging Markets Blend Portfolio |
State Street Bank and Trust Company |
22,831 |
|
| |
|
|
|
| Emerging Markets Multi Asset Portfolio |
State Street Bank and Trust Company |
42,306 |
|
| |
|
|
|
| Emerging Markets Debt Portfolio |
State Street Bank and Trust Company |
37,374 |
|
| |
|
|
|
| Explorer Total Return Portfolio |
State Street Bank and Trust Company |
9,426 |
|
| |
|
|
|
| Corporate Income Portfolio |
State Street Bank
and Trust Company |
7,194 |
|
| |
|
|
|
| Short Duration Fixed Income Portfolio |
Citigroup, Inc. |
1,481 |
|
| |
Goldman Sachs & Co. |
1,247 |
|
| |
JPMorgan Chase & Co. |
1,018 |
|
| |
Morgan Stanley |
1,750 |
|
| |
State Street Bank and Trust Company |
1,071 |
|
| |
|
|
|
| Global Fixed Income Portfolio |
Citigroup, Inc. |
43 |
|
| |
Goldman Sachs & Co. |
29 |
|
| |
JPMorgan Chase & Co. |
90 |
|
| |
State Street Bank and Trust Company |
131 |
|
| |
|
|
|
| Global Listed Infrastructure Portfolio |
State Street Bank and Trust Company |
9,952 |
|
| |
|
|
|
| Realty Income Portfolio |
State Street Bank and Trust Company |
— |
|
| |
|
|
|
| Realty Equity Portfolio |
State Street Bank and Trust Company |
— |
|
| |
|
|
|
| Global Realty Portfolio |
State Street Bank and Trust Company |
— |
|
| |
|
|
|
| Capital Allocator Portfolio |
Barclays Bank PLC |
11,252 |
|
| |
JPMorgan Chase & Co. |
7,900 |
|
| |
State Street Bank and Trust Company |
31,369 |
|
Research and Statistical Information
Consistent with the requirements of best execution, brokerage
commissions on a Portfolio’s transactions may be paid to brokers in recognition of investment research and information furnished
as well as for brokerage and execution services provided by such brokers. The Investment Manager may in its discretion cause accounts
to pay such broker-dealers a commission for effecting a portfolio transaction in excess of the amount of commission another broker
or dealer adequately qualified to effect such transaction would have charged for effecting that transaction. This may be done where
the Investment Manager has determined in good faith that such commission is reasonable in relation to the value of the brokerage
and/or research to that particular transaction or to the Investment Manager’s overall responsibilities with respect to the
accounts as to which it exercises investment discretion.
The Investment Manager receives a wide range of research (including
proprietary research) and brokerage services from brokers. These services include information on the economy, industries, groups
of securities, and individual companies; statistical information; technical market action, pricing and appraisal services; portfolio
management computer services (including trading and settlement systems); risk management analysis; and performance analysis. Broker-dealers
may also supply market quotations to the Fund’s custodian for valuation purposes.
Any research received in respect of a Portfolio’s brokerage
commission may be useful to the Portfolio, but also may be useful in the management of the account of another client of the Investment
Manager. Similarly, the research received for the commissions of such other client may be useful for the Portfolio.
Brokerage Commissions
In connection with its portfolio securities transactions for
the fiscal years ended December 31, 2011, 2012 and 2013, each Portfolio indicated below paid brokerage commissions as follows:
Year Ended December 31, 2011
| Portfolio | |
Total Brokerage
Commissions
Paid | | |
Amount of
Brokerage
Commissions
Paid to Lazard | |
Percentage of
Total Brokerage
Commissions Paid
to Lazard | |
Percentage of Total
Brokerage
Transactions
Effected Through
Lazard |
| | |
| | | |
| |
| |
|
| Equity Concentrated Portfolio | |
$ | 12,856 | | |
— | |
— | |
— |
| Strategic Equity Portfolio | |
| 73,209 | | |
— | |
— | |
— |
| Mid Cap Portfolio | |
| 295,660 | | |
— | |
— | |
— |
| Small-Mid Cap Portfolio | |
| 445,159 | | |
— | |
— | |
— |
| International Equity Portfolio | |
| 140,222 | | |
— | |
— | |
— |
| International Equity Select Portfolio | |
| 9,681 | | |
— | |
— | |
— |
| International Strategic Portfolio | |
| 758,970 | | |
— | |
— | |
— |
| International Small Cap Portfolio | |
| 46,907 | | |
— | |
— | |
— |
| Emerging Markets Portfolio | |
| 14,507,822 | | |
— | |
— | |
— |
| Developing Markets Portfolio | |
| 669,193 | | |
— | |
— | |
— |
| Emerging Markets Blend Portfolio | |
| 240,490 | | |
— | |
— | |
— |
| Emerging Markets Multi Asset Portfolio | |
| 63,503 | | |
— | |
— | |
— |
| Emerging Markets Debt Portfolio | |
| — | | |
— | |
— | |
— |
| Corporate Income Portfolio | |
| — | | |
— | |
— | |
— |
| Short Duration Fixed Income Portfolio | |
| — | | |
— | |
— | |
— |
| Global Listed Infrastructure Portfolio | |
| 603,920 | | |
— | |
— | |
— |
| Portfolio | |
Total Brokerage
Commissions
Paid | | |
Amount of
Brokerage
Commissions
Paid to Lazard | |
Percentage of
Total Brokerage
Commissions Paid
to Lazard | |
Percentage of Total
Brokerage
Transactions
Effected Through
Lazard |
| Realty Income Portfolio* | |
| 21,808 | | |
— | |
— | |
— |
| Realty Equity Portfolio* | |
| 1,474 | | |
— | |
— | |
— |
| Global Realty Portfolio* | |
| 1,415 | | |
— | |
— | |
— |
| Capital Allocator Portfolio | |
| 502,298 | | |
— | |
— | |
— |
| * | For the period after September 23, 2011 (the date the Portfolio became a series of the Fund) through December 31, 2011. |
Year Ended December 31, 2012
| Portfolio | |
Total Brokerage
Commissions
Paid | | |
Amount of
Brokerage
Commissions
Paid to Lazard | |
Percentage of
Total Brokerage
Commissions Paid
to Lazard | |
Percentage of Total
Brokerage
Transactions
Effected Through
Lazard |
| | |
| | | |
| |
| |
|
| Equity Concentrated Portfolio | |
$ | 99,715 | | |
— | |
— | |
— |
| Strategic Equity Portfolio | |
| 56,766 | | |
— | |
— | |
— |
| Mid Cap Portfolio | |
| 173,405 | | |
— | |
— | |
— |
| Small-Mid Cap Portfolio | |
| 321,898 | | |
— | |
— | |
— |
| International Equity Portfolio | |
| 137,356 | | |
— | |
— | |
— |
| International
Equity Select Portfolio | |
| 9,616 | | |
— | |
— | |
— |
| International Strategic Portfolio | |
| 1,602,331 | | |
— | |
— | |
— |
| International Small Cap Portfolio | |
| 67,994 | | |
— | |
— | |
— |
| Emerging Markets Portfolio | |
| 12,165,108 | | |
— | |
— | |
— |
| Developing Markets Portfolio | |
| 827,885 | | |
— | |
— | |
— |
| Emerging
Markets Blend Portfolio | |
| 376,620 | | |
— | |
— | |
— |
| Emerging Markets Multi Asset Portfolio | |
| 117,869 | | |
— | |
— | |
— |
| Emerging Markets Debt Portfolio | |
| — | | |
— | |
— | |
— |
| Corporate Income Portfolio | |
| — | | |
— | |
— | |
— |
| Short Duration Fixed Income Portfolio | |
| — | | |
— | |
— | |
— |
| Global Fixed Income Portfolio | |
| — | | |
— | |
— | |
— |
| Global
Listed Infrastructure Portfolio | |
| 99,160 | | |
— | |
— | |
— |
| Realty Income Portfolio | |
| 157,921 | | |
— | |
— | |
— |
| Realty Equity Portfolio | |
| 84,769 | | |
— | |
— | |
— |
| Global Realty Portfolio | |
| 3,264 | | |
— | |
— | |
— |
| Capital Allocator Portfolio | |
| 303,170 | | |
— | |
— | |
— |
Year Ended December 31, 2013
| Portfolio | |
Total Brokerage
Commissions
Paid | | |
Amount of
Brokerage
Commissions
Paid to Lazard | |
Percentage of
Total Brokerage
Commissions Paid
to Lazard | |
Percentage of Total
Brokerage
Transactions
Effected Through
Lazard |
| | |
| | | |
| |
| |
|
| Equity Concentrated Portfolio | |
$ | 298,389 | | |
— | |
— | |
— |
| Strategic Equity Portfolio | |
| 96,059 | | |
— | |
— | |
— |
| Mid Cap Portfolio | |
| 88,600 | | |
— | |
— | |
— |
| Small-Mid Cap Portfolio | |
| 514,207 | | |
— | |
— | |
— |
| International Equity Portfolio | |
| 218,969 | | |
— | |
— | |
— |
| International
Equity Select Portfolio | |
| 24,333 | | |
— | |
— | |
— |
| International Strategic Portfolio | |
| 3,423,634 | | |
— | |
— | |
— |
| International Small Cap Portfolio | |
| 76,580 | | |
— | |
— | |
— |
| Global Equity Select Portfolio | |
| 338 | | |
| |
| |
|
| Emerging Markets Core Equity Portfolio | |
| 3,783 | | |
| |
| |
|
| Emerging Markets Portfolio | |
| 7,902,722 | | |
— | |
— | |
— |
| Developing Markets Portfolio | |
| 1,027,145 | | |
— | |
— | |
— |
| Emerging
Markets Blend Portfolio | |
| 949,070 | | |
— | |
— | |
— |
| Emerging Markets Multi Asset Portfolio | |
| 293,269 | | |
— | |
— | |
— |
| Emerging Markets Debt Portfolio | |
| — | | |
— | |
— | |
— |
| Explorer Total Return Portfolio | |
| — | | |
— | |
— | |
— |
| Corporate Income Portfolio | |
| — | | |
— | |
— | |
— |
| Short Duration Fixed Income Portfolio | |
| — | | |
— | |
— | |
— |
| Global Fixed Income Portfolio | |
| — | | |
— | |
— | |
— |
| Global
Listed Infrastructure Portfolio | |
| 831,895 | | |
— | |
— | |
— |
| Realty Income Portfolio | |
| 400,024 | | |
— | |
— | |
— |
| Realty Equity Portfolio | |
| 103,686 | | |
— | |
— | |
— |
| Global Realty Portfolio | |
| 7,213 | | |
— | |
— | |
— |
| Capital Allocator Portfolio | |
| 298,046 | | |
— | |
— | |
— |
The aggregate amount of transactions during the fiscal year
ended December 31, 2013 in securities effected on an agency basis through a broker for, among other things, research services,
and the commissions and concessions related to such transactions were as follows:
| Portfolio | |
Transaction Amount | | |
Commissions and Concessions |
| Equity Concentrated Portfolio | |
$ | 439,113,568 | | |
$ | 294,389 |
| Strategic Equity Portfolio | |
| 161,450,844 | | |
| 96,059 |
| Mid Cap Portfolio | |
| 195,910,952 | | |
| 88,560 |
| Small-Mid Cap Portfolio | |
| 663,212,556 | | |
| 514,207 |
| International Equity Portfolio | |
| 194,383,342 | | |
| 218,969 |
| International Equity Select Portfolio | |
| 20,661,929 | | |
| 24,333 |
| International Strategic Portfolio | |
| 3,080,538,295 | | |
| 3,423,634 |
| International Small Cap Portfolio | |
| 75,643,284 | | |
| 76,580 |
| Global Equity Select Portfolio | |
| 1,510,115 | | |
| 337 |
| Emerging Markets Core Equity Portfolio | |
| 4,443,675 | | |
| 3,783 |
| Emerging Markets Portfolio | |
| 5,210,206,719 | | |
| 7,902,722 |
| Developing Markets Portfolio | |
| 742,519,319 | | |
| 1,027,145 |
| Emerging Markets Blend Portfolio | |
| 723,786,619 | | |
| 949,070 |
| Portfolio | |
Transaction Amount | | |
|
Commissions and Concessions |
| Emerging Markets Multi Asset Portfolio | |
| 236,202,397 | | |
| 293,269 |
| Emerging Markets Debt Portfolio | |
| — | | |
| — |
| Explorer Total Return Portfolio | |
| — | | |
| — |
| Corporate Income Portfolio | |
| — | | |
| — |
| Short Duration Fixed Income Portfolio | |
| — | | |
| — |
| Global Fixed Income Portfolio | |
| — | | |
| — |
| Global Listed Infrastructure Portfolio | |
| 750,236,762 | | |
| 831,895 |
| Realty Income Portfolio | |
| 296,447,433 | | |
| 400,024 |
| Realty Equity Portfolio | |
| 160,906,380 | | |
| 103,686 |
| Global Realty Portfolio | |
| 9,996,676 | | |
| 7,213 |
| Capital Allocator Portfolio | |
| 296,447,433 | | |
| 400,024 |
Disclosure
of Portfolio Holdings
It is the policy of the Fund to protect the confidentiality
of the Portfolios’ holdings and prevent the selective disclosure of non-public information about such holdings. The Fund
will publicly disclose the Portfolios’ holdings on a calendar quarter-end basis on its website accessible from http://www.lazardnet.com/lam/us/lazardfunds.shtml,
approximately 14 days after such quarter end. The information will remain accessible until the Fund files a report on Form N-Q
or Form N-CSR for the period that includes the date as of which the information was current.
In order to avoid conflicts of interest between the Fund, on
the one hand, and the Investment Manager or any affiliated person of the Fund or the Investment Manager, on the other (1) disclosure
of portfolio holdings information is made only when such disclosure is in the best interest of Portfolio shareholders and the Fund
has a legitimate business purpose for doing so and (2) none of the Fund or the Investment Manager or their affiliates may receive
any compensation in connection with an arrangement to make portfolio holdings information available.
In accordance with the foregoing, the Fund provides portfolio
holdings information to ratings services or third party service providers who provide necessary or beneficial services when such
service providers need access to this information in the performance of their services and are subject to duties of confidentiality
(1) imposed by law, including a duty not to trade on non-public information, and/or (2) pursuant to an agreement that confidential
information is not to be disclosed or used (including trading on such information) other than as required by law. From time to
time, the Fund will communicate with these service providers to confirm that they understand the Fund’s policies and procedures
regarding such disclosure. Such service providers currently include the Fund’s investment manager, administrator, custodian,
auditors and legal counsel and each of their respective affiliates and advisors, as well as Institutional Shareholder Services,
Inc., Lipper Inc., Morningstar, Inc., Bloomberg, BNY Mellon Analytical Services, LLC, Canterbury Consulting Incorporated and Thomson
Vestek, Inc. Service providers receive holdings information at a frequency appropriate to their services, which may be as frequently
as daily. The Fund also provides monthly portfolio holdings information (on a fifteen day lag) to Market Street Trust Company pursuant
to a confidentiality agreement. No compensation is paid in consideration of receiving such information.
Disclosure of portfolio holdings information may be authorized
only by the Fund’s Chief Compliance Officer or the General Counsel of the Investment Manager, each of whom evaluates such
disclosure in light of the best interests of Portfolio shareholders and any potential conflicts of interest. The service providers
that receive portfolio holdings information from the Fund as described above, and any additions to this list of service providers,
are reported to the Fund’s Board for its review. Any exceptions to the Fund’s portfolio holdings disclosure policy
are reported to the Board.
The Investment Manager currently manages certain investment
strategies that allocate assets among various asset classes (“Multi Asset”). Using these strategies, the Investment
Manager’s Multi Asset portfolio management team may allocate assets managed in separate accounts, mutual funds, private investment
funds or other available vehicles among various strategies and vehicles managed by other portfolio management teams, including
allocating assets to a Portfolio or a Portfolio’s strategy or a similar strategy managed by a Portfolio’s portfolio
management team. For example, the emerging market Multi Asset strategy may allocate assets to the Emerging Markets Portfolio and
the
Developing Markets Portfolio, as well as certain other emerging
market-related strategies managed by these Portfolios’ portfolio management teams. The Investment Manager’s Multi Asset
portfolio management team will allocate assets to a Portfolio or a related strategy in its discretion, consistent with the investment
objectives and guidelines associated with the relevant client’s account. In making these allocation decisions, the Multi
Asset portfolio management team will have access to detailed information related to the underlying strategies that may not be available
to other investors or clients. This includes, but is not limited to, Portfolio holdings information, transaction detail and performance
information and access to the Portfolios’ portfolio management teams. The Investment Manager has implemented procedures designed
to ensure that the Multi Asset portfolio management team does not trade in a way that disadvantages other Portfolio shareholders.
Certain Portfolios are managed by allocation between or among
investment strategies managed by the Investment Manager. Quarterly performance of the investment strategies comprising these Portfolios’
investments is available to Portfolio shareholders on request by calling (800) 823-6300.
How
to Buy and How to Sell Shares
General
Securities dealers and other institutions effecting transactions
in Portfolio shares for the accounts of their clients may charge their clients direct fees in connection with such transactions.
The Fund and the Distributor reserve the right to reject any purchase order. All funds will be invested in full and fractional
shares. Stock certificates will not be issued.
Each Portfolio may, in its discretion, accept securities in
payment for shares of the Portfolio. Securities may be accepted in payment for shares only if the securities are, in the judgment
of the Investment Manager, appropriate investments for the Portfolio. In addition, securities accepted in payment for Portfolio
shares must meet the Portfolio’s investment objective and policies and be acquired by the Portfolio for investment and not
for resale. A Portfolio or the Investment Manager may impose additional conditions on accepting securities in payment for Portfolio
shares. The contribution of securities to the Portfolio may be a taxable transaction to the shareholder.
Purchases through the Transfer Agent
Orders for Portfolio shares will become effective at the net
asset value per share next determined after receipt by the Transfer Agent or other agent of a check drawn on any member of the
Federal Reserve System or after receipt by the Custodian or other agent of a bank wire or Federal Reserve Wire. Checks must be
payable in United States dollars and will be accepted subject to collection at full face value.
By investing in a Portfolio, a shareholder appoints the Transfer
Agent, as agent, to establish an account to which all shares purchased will be credited, together with any dividends and capital
gain distributions that are paid in additional shares.
Service Agents
The Fund has authorized one or more brokers and other financial
intermediaries (“Service Agents”) to accept on its behalf purchase and redemption orders. Service Agents are authorized
to designate other intermediaries to accept purchase and redemption orders on the Fund’s behalf. The Fund will be deemed
to have received a purchase or redemption order when a Service Agent or, if applicable, a Service Agent’s authorized designee,
accepts the order. Customer orders will be priced at the respective Portfolio’s net asset value next computed after such
orders are accepted by a Service Agent or its authorized designee. Service Agents may charge their clients fees which would not
apply to shares purchased through the Distributor.
Exchange Privileges and Conversion Features
The Fund may, in its discretion, accept requests by a shareholder
or Service Agent to exchange or convert holdings of one class of Portfolio shares for a different class of shares of the same Portfolio,
or to exchange shares of one
class of a Portfolio into shares of the same class of another
Portfolio. Exchange or conversion requests from one class of Portfolio shares for a different class of the same Portfolio may include
situations when a shareholder becomes a client of a Service Agent that is not authorized to accept on the Fund’s behalf purchase
and redemption orders in the class of shares held by the shareholder. For federal income tax purposes, a same-Portfolio share class
exchange is not expected to result in the realization by the investor of a capital gain or loss; however, shareholders are advised
to consult with their own tax advisers with respect to the particular tax consequences to shareholders of an investment in a Portfolio.
Redemption Fee
Each Portfolio other than the Short Duration Fixed Income Portfolio
will impose a redemption fee equal to 1.00% of the net asset value of shares acquired by purchase or exchange and redeemed or exchanged
within 30 days after such shares were acquired, calculated as described in the Prospectus. The fee will be retained by the Portfolio
and used primarily to offset the transaction costs that short-term trading imposes on the Portfolio and its remaining shareholders.
The redemption fee may be waived, modified or terminated at any time, or from time to time.
Redemption Commitment
The Fund has committed to pay in cash all redemption requests
by any shareholder of record, limited in amount during any 90-day period to the lesser of $250,000 or 1% of the value of a Portfolio’s
net assets at the beginning of such period. Such commitment is irrevocable without the prior approval of the SEC. In the case of
requests for redemption in excess of such amount, the Fund’s Board reserves the right to make payments, in whole or in part
in portfolio securities or other assets of the Portfolio in cases of emergency or at any time that the Investment Manager believes
a cash distribution would impair the liquidity of the Portfolio to the detriment of the existing shareholders. In such event, the
securities would be valued in the same manner as the Portfolio’s investments are valued. If the recipient sold such securities,
brokerage charges might be incurred.
Suspension of Redemptions
The right of redemption may be suspended, or the date of payment
postponed: (a) during any period when the NYSE is closed (other than customary weekend and holiday closings); (b) when trading
in the markets the Portfolio ordinarily utilizes is restricted, or when an emergency exists as determined by the SEC so that disposal
of the Portfolio’s investments or determination of its net asset value is not reasonably practicable; or (c) for such other
periods as the SEC by order may permit to protect the Portfolio’s shareholders.
Distribution
and Servicing Arrangements
Distribution and Servicing Plan for Open Shares
Open Shares are subject to a Distribution and Servicing Plan
adopted by the Fund’s Board pursuant to Rule 12b-1 (the “Rule”) adopted by the SEC under the 1940 Act which provides,
among other things, that an investment company may bear expenses of distributing its shares only pursuant to a plan adopted in
accordance with the Rule. Pursuant to the Distribution and Servicing Plan, the Fund pays the Distributor for advertising, marketing
and distributing each Portfolio’s Open Shares, and for the provision of certain services to the holders of Open Shares, a
fee at the annual rate of 0.25% of the average daily net assets of the Portfolio’s Open Shares. The Distributor may make
payments to Service Agents for providing these services. The services provided may include personal services relating to shareholder
accounts, such as answering shareholder inquiries regarding the Fund and providing reports and other information, and services
related to the maintenance of shareholder accounts. The fee payable for such services is intended to be a “service fee”
as defined in Conduct Rules of FINRA. From time to time, the Distributor may defer or waive receipt of fees under the Distribution
and Servicing Plan while retaining the ability to be paid by the Fund under the Distribution and Servicing Plan thereafter. The
fees payable under the Distribution and Servicing Plan are payable without regard to actual expenses incurred. The Fund’s
Board believes there is a reasonable likelihood that the Distribution and Servicing Plan will benefit each Portfolio and holders
of its Open Shares.
A quarterly report of the amounts expended under the Distribution
and Servicing Plan, and the purposes for which such expenditures were incurred, must be made to the Board for its review. The Distribution
and Servicing Plan provides that it may not be amended to increase materially the costs which holders of Open Shares of a Portfolio
may bear without such shareholders’ approval and that other material amendments of the Distribution and Servicing Plan must
be approved by the Board and by the Independent Directors of the Fund who have no direct or indirect financial interest in the
operation of the Distribution and Servicing Plan or in any agreements entered into in connection with the Distribution and Servicing
Plan, by vote cast in person at a meeting called for the purpose of considering such amendments. The Distribution and Servicing
Plan is subject to annual approval by such vote cast in person at a meeting called for the purpose of voting on the Distribution
and Servicing Plan. As to each Portfolio, the Distribution and Servicing Plan may be terminated at any time by vote of a majority
of the Independent Directors who have no direct or indirect financial interest in the operation of the Distribution and Servicing
Plan or in any agreements entered into in connection with the Distribution and Servicing Plan, or by vote of the holders of a majority
of such Portfolio’s Open Shares.
For the fiscal year ended December 31, 2013, the Portfolios
paid the Distributor the amounts set forth below with respect to their Open Shares under the Distribution and Servicing Plan:
| Portfolio | |
Amount Paid Under Distribution and Servicing
Plan For Fiscal Year
Ended December 31, 2013 |
| | |
| | |
| Equity Concentrated Portfolio | |
$ | 4,243 | |
| Strategic Equity Portfolio | |
| 20,457 | |
| Mid Cap Portfolio | |
| 84,892 | |
| Small-Mid Cap Portfolio | |
| 38,444 | |
| International Equity Portfolio | |
| 84,123 | |
| International Equity Select Portfolio | |
| 7,868 | |
| International Strategic Portfolio | |
| 1,366,350 | |
| International Small Cap Portfolio | |
| 46,506 | |
| Global Equity Select Portfolio | |
| — | |
| Emerging Markets Core Equity Portfolio | |
| 117 | |
| Emerging Markets Portfolio | |
| 5,992,643 | |
| Developing Markets Portfolio | |
| 186,434 | |
| Emerging Markets Blend Portfolio | |
| 193,895 | |
| Emerging Markets Multi Asset Portfolio | |
| 3,495 | |
| Emerging Markets Debt Portfolio | |
| 20,818 | |
| Explorer Total Return Portfolio | |
| 1,051 | |
| Corporate Income Portfolio | |
| 7,500 | |
| Short Duration Fixed Income Portfolio | |
| 483 | |
| Global Fixed Income Portfolio | |
| 136 | |
| Global Listed Infrastructure Portfolio | |
| 64,979 | |
| Realty Income Portfolio | |
| 243,415 | |
| Realty Equity Portfolio | |
| 201,097 | |
| Global Realty Portfolio | |
| 6,143 | |
| Capital Allocator Portfolio | |
| 7,173 | |
Payments by the Investment Manager or Distributor for Institutional
and Open Shares
The Investment Manager or the Distributor may provide additional
cash payments out of its own resources to financial intermediaries that sell shares and/or provide other services. Such payments
are in addition to any Service Payments (as defined in the Prospectus), including fees paid by the Fund under Rule 12b-1. These
additional payments may be paid to intermediaries that provide shareholder servicing and administration and/or marketing and related
administrative support; opportunities to participate in conferences and educational workshops, meetings and events; and/or access
to and information about sales meetings and conferences and sales representatives, financial advisors or management personnel of
the intermediary. Cash compensation also may be paid to financial intermediaries in connection with consideration or inclusion
of the Fund for or on a “recommended” or similar list,
including a preferred or select sales list, or in other programs.
In some cases, these payments may create an incentive for a financial intermediary or its representatives to recommend or sell
Fund shares. Shareholders or potential shareholders should contact their financial intermediary representative for details about
any payments the representative or the financial intermediary may receive in connection with the sale of Fund shares or the provision
of services to the Fund.
From time to time, the Investment Manager or the Distributor
also may provide cash or non-cash compensation to financial intermediaries or their representatives in the form of occasional gifts
or meals, event tickets or other entertainment; support for due diligence trips; educational conference sponsorship; support for
recognition programs; and other forms of cash or non-cash compensation permissible under applicable broker-dealer regulations.
Dividends
and Distributions
The Fund intends to declare as a dividend on the outstanding
shares of the Emerging Markets Debt, Emerging Markets Income, Explorer Total Return, Short Duration Fixed Income, Corporate Income
and Global Fixed Income Portfolios substantially all of each Portfolio’s net investment income at the close of each business
day to shareholders of record as of the close of regular trading on the NYSE. Net investment income for a Saturday, Sunday or holiday
will be included in the dividend declared on the previous business day. Dividends declared on the shares of these Portfolios ordinarily
will be paid on the last business day of each month. Shareholders who redeem all their shares of a Portfolio prior to a dividend
payment date will receive, in addition to the redemption proceeds, any dividends that are declared but unpaid through the date
of their redemption. Shareholders who redeem only a portion of their shares will receive all dividends declared but unpaid on those
shares on the next dividend payment date.
For the Global Listed Infrastructure and Realty Income Portfolios,
dividends from net investment income, if any, are paid quarterly.
Dividends from net investment income, if any, on all other Portfolios
generally will be declared and paid at least annually, and may be declared and paid more frequently.
Dividends for each Class of a Portfolio will be calculated at
the same time and in the same manner and will be of the same amount, except that certain expenses will be borne exclusively by
one Class and not by the other, such as fees payable under the Distribution and Servicing Plan. Open Shares will receive lower
per share dividends than Institutional Shares and R6 Shares because of the higher expenses borne by Open Shares. Any differences
between the expenses of Institutional Shares and R6 Shares will result in corresponding differences in the per share dividends
paid to Institutional Shares and R6 Shares. Investment income for a Portfolio includes, among other things, dividends and interest
income, accretion of market and original issue discount and amortization of premium, as applicable.
With respect to all of the Portfolios, net realized capital
gains, if any, will be distributed at least annually, and may be declared and paid more frequently. If a dividend check mailed
to a shareholder who elected to receive dividends and/or capital gain distributions in cash is returned as undeliverable by the
postal or other delivery service, such shareholder’s distribution option automatically will be converted to having all dividends
and other distributions reinvested in additional shares. No interest will accrue on amounts represented by uncashed distribution
or redemption checks.
Taxation
The following is only a general summary of some of the important
federal income tax considerations generally affecting each Portfolio and its shareholders. No attempt is made to present a complete
explanation of the federal tax treatment of each Portfolio’s activities or, except to the extent specifically addressed herein,
to discuss state and local tax matters affecting a Portfolio or its shareholders. Shareholders are urged to consult their own tax
advisors for more detailed information concerning the tax implications of investing in a particular Portfolio.
Taxation of the Portfolios
Each Portfolio intends to qualify for treatment as a regulated
investment company (“RIC”) under Subchapter M of the Code and intends to continue to so qualify if such qualification
is in the best interests of its shareholders. As a RIC, a Portfolio will pay no federal income tax on its net investment income
and net realized capital gains to the extent that such income and gains are distributed to shareholders in accordance with applicable
provisions of the Code. To qualify as a RIC, a Portfolio must, among other things: (a) derive in each taxable year (the “gross
income test”) at least 90% of its gross income from (i) dividends, interest, payments with respect to securities loans and
gains from the sale or other disposition of stocks, 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 stocks, securities
or currencies, and (ii) net income from interests in “qualified publicly traded partnerships” (“QPTPs,”
as defined below); (b) diversify its holdings (the “asset diversification test”) so that, at the end of each quarter
of the taxable year, (i) at least 50% of the market value of the Portfolio’s assets is represented by cash and cash items
(including receivables), US Government securities, the securities of other RICs and other securities, with such other securities
of any one issuer limited for the purposes of this calculation to an amount not greater than 5% of the value of the Portfolio’s
total assets and not greater than 10% of the outstanding voting securities of such issuer, and (ii) not more than 25% of the value
of the Portfolio’s total assets is invested in the securities (other than US Government securities or the securities of other
RICs) of a single issuer, two or more issuers that the Portfolio controls and that are engaged in the same, similar or related
trades or businesses or one or more QPTPs; and (c) distribute with respect to each taxable year at least 90% of the sum of the
Portfolio’s investment company taxable income (determined without regard to the dividends paid deduction) and net tax-exempt
interest income, if any, for such year.
In general, for purposes of the gross income test described
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 that would be qualifying income if realized by a RIC. However, as noted above, 100% of the net
income derived from an interest in a QPTP is qualifying income for purposes of the gross income test. A QPTP is 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 at least 90% of its gross income from certain enumerated passive income sources described
in Code section 7704(d), but does not include a partnership that derives 90% of its gross income from sources described in Code
section 851(b)(2)(A). Although income from a QPTP is qualifying income for purposes of the gross income test, investment in QPTPs
cannot exceed 25% of a Portfolio’s assets.
Gains from foreign currencies (including foreign currency options,
foreign currency swaps, foreign currency futures and foreign currency forward contracts) currently constitute qualifying income
for purposes of the gross income test. However, the US Treasury Department has the authority to issue regulations (possibly with
retroactive effect) treating a RIC’s foreign currency gains as non-qualifying income for purposes of the gross income test
to the extent that such income is not directly related to the RIC’s principal business of investing in stock or securities.
A Portfolio’s investment in MLPs may qualify as an investment
in (1) a QPTP, (2) a “regular” partnership, (3) a “passive foreign investment company” (a “PFIC”)
or (4) a corporation for US federal income tax purposes. The treatment of particular MLPs for US federal income tax purposes will
affect the extent to which a Portfolio can invest in MLPs. The US federal income tax consequences of a Portfolio’s investments
in “PFICs” and “regular” partnerships are discussed in greater detail below.
A RIC that fails the gross income test for a taxable year shall
nevertheless be considered to have satisfied the test for such year if (i) the RIC satisfies certain procedural requirements, and
(ii) the RIC’s failure to satisfy the gross income test is due to reasonable cause and not due to willful neglect. However,
in such case, a tax is imposed on the RIC for the taxable year in which, absent the application of the above cure provision, it
would have failed the gross income test equal to the amount by which (x) the RIC’s non-qualifying gross income exceeds (y)
one-ninth of the RIC’s qualifying gross income, each as determined for purposes of applying the gross income test for such
year.
A RIC that fails the asset diversification test as of the end
of a quarter shall nevertheless be considered to have satisfied the test as of the end of such quarter in the following circumstances.
If the RIC’s failure to satisfy the asset diversification test at the end of the quarter is due to the ownership of assets
the total value of which does not exceed the lesser of (i) one percent of the total value of the RIC’s assets at the end
of such quarter and (ii) $10,000,000 (a
“de minimis failure”), the RIC shall be considered
to have satisfied the asset diversification test as of the end of such quarter if, within six months of the last day of the quarter
in which the RIC identifies that it failed the asset diversification test (or such other prescribed time period), the RIC either
disposes of assets in order to satisfy the asset diversification test, or otherwise satisfies the asset diversification test.
In the case of a failure to satisfy the asset diversification
test at the end of a quarter under circumstances that do not constitute a de minimis failure, a RIC shall nevertheless be
considered to have satisfied the asset diversification test as of the end of such quarter if (i) the RIC satisfies certain procedural
requirements; (ii) the RIC’s failure to satisfy the asset diversification test is due to reasonable cause and not due to
willful neglect; and (iii) within six months of the last day of the quarter in which the RIC identifies that it failed the asset
diversification test (or such other prescribed time period), the RIC either disposes of the assets that caused the asset diversification
failure, or otherwise satisfies the asset diversification test. However, in such case, a tax is imposed on the RIC, at the highest
prescribed corporate income tax rate, on the net income generated by the assets that caused the RIC to fail the asset diversification
test during the period for which the asset diversification test was not met. In all events, however, such tax will not be less
than $50,000.
If a Portfolio were to fail to qualify as a RIC in any taxable
year, the Portfolio would be subject to tax on its taxable income at corporate rates, and all distributions from current or accumulated
earnings and profits, including any distributions of net tax-exempt income and net long-term capital gains, would be taxable to
shareholders as ordinary income. Some portions of such distributions may be eligible for the dividends received deduction in the
case of corporate shareholders and may be eligible for a 20% preferential maximum tax rate in respect of “qualified dividend
income” in the case of shareholders taxed as individuals, provided in both cases, the shareholder meets certain holding period
and other requirements in respect of the Portfolio’s shares (as described below). In addition, a Portfolio could be required
to recognize unrealized gains, pay substantial taxes and interest and make substantial distributions before requalifying as a RIC
that is accorded special tax treatment.
A nondeductible excise tax at a rate of 4% will be imposed on
the excess, if any, of a Portfolio’s “required distribution” over its actual distributions in any calendar year.
Generally, the required distribution is 98% of a Portfolio’s ordinary income for the calendar year plus 98.2% of its capital
gain net income, determined under prescribed rules for this purpose, recognized during the one-year period ending on October 31st
of such year (or December 31st of that year if the Portfolio is permitted to so elect and so elects) plus undistributed amounts
from prior years. Each Portfolio generally intends to make distributions sufficient to avoid imposition of the excise tax, although
there can be no assurance that it will be able to do so.
Each Portfolio may in certain years use “equalization
accounting” in determining the portion of its net investment income and net realized capital gains that has been distributed.
A Portfolio that elects to use equalization accounting in a year will allocate a portion of its investment income and capital gain
to redemptions of Portfolio shares and will reduce the amount of such income and/or gain that it distributes in cash. The Internal
Revenue Service (the “IRS”) has not published any guidance concerning the methods to be used in allocating investment
income and capital gain to redemptions of shares. In the event that the IRS determines that a Portfolio is using an improper method
of allocation and has underdistributed its net investment income or net realized capital gains for any taxable year, such Portfolio
may be liable for additional federal income or excise tax or may jeopardize its treatment as a RIC.
Although in general the passive loss rules of the Code do not
apply to RICs, such rules do apply to a RIC with respect to items attributable to an interest in a QPTP. A Portfolio’s investments
in partnerships, including in QPTPs, may result in the Portfolio being subject to state, local or foreign income, franchise or
withholding tax liabilities.
Taxation of Portfolio Distributions
For federal income tax purposes, distributions of investment
income generally are taxable as ordinary income to the extent of the distributing Portfolio’s earnings and profits, regardless
of whether you receive your distributions in cash or have them reinvested in additional Portfolio shares. Taxes on distributions
of capital gains are determined by how long the Portfolio owned the investments that generated them, rather than how long a shareholder
has owned his or her shares. In general, a Portfolio will recognize long-term capital gain or loss on assets it has owned (or is
deemed to have owned) for more than one year, and short-term capital gain or loss on investments it has owned (or is deemed to
have owned) for one year or less. Distributions of “net capital gain,” that is, the excess of net long-
term capital gains over net short-term capital losses, that
are properly characterized by the Portfolio as capital gain dividends (“capital gain dividends”) will generally be
taxable to a shareholder receiving such distributions as long-term capital gain. Long-term capital gains are generally taxable
to individuals at a maximum rate of 20%, with lower rates potentially applicable to taxpayers depending on their income levels.
These rates may increase depending on whether legislation is or has been enacted, and, if so, in what form. Distributions of net
short-term capital gains that exceed net long-term capital losses will generally be taxable as ordinary income. The determination
of whether a distribution is from capital gains is generally made taking into account available net capital loss carryforwards,
if any. If a RIC has a “net capital loss” (that is, capital losses in excess of capital gains) for a taxable year,
that portion of the RIC’s net capital loss consisting of the excess (if any) of the RIC’s net short-term capital losses
over its net long-term capital gains is treated as a short-term capital loss arising on the first day of the RIC’s next taxable
year, and that portion of the RIC’s net capital loss consisting of the excess (if any) of the RIC’s net long-term capital
losses over its net short-term capital gains is treated as a long-term capital loss arising on the first day of the RIC’s
next taxable year. Any such capital losses of a RIC may be carried forward to succeeding taxable years of the RIC without limitation.
Net capital loss carryforwards of a RIC arising in taxable years of the RIC beginning on or before December 22, 2010 (the date
of enactment of the Regulated Investment Company Modernization Act of 2010) may be applied against any net realized capital gains
of the RIC in each succeeding year, or until their respective expiration dates, whichever is first.
Distributions are taxable to shareholders even if they are paid
from income or gains earned by a Portfolio before a shareholder’s investment (and thus were included in the price the shareholder
paid for his or her shares). Distributions are taxable regardless of whether shareholders receive them in cash or in additional
shares. Distributions declared and payable by a Portfolio during October, November or December to shareholders of record on a date
in any such month and paid by the Portfolio during the following January generally will be treated for federal tax purposes as
paid by the Portfolio and received by shareholders on December 31st of the year in which the distributions are declared rather
than the calendar year in which they are received.
In certain cases, a Portfolio may elect to retain its net capital
gain or a portion thereof for investment and be taxed at corporate rates on the amount retained. In such case, the Portfolio may
designate its retained amount as undistributed capital gains in a notice to its shareholders who will be treated as if each received
a distribution of his or her pro rata share of such gain, with the result that each shareholder in the Portfolio will (i) be required
to report his or her pro rata share of such gain on his or her tax return as long-term capital gain, (ii) receive a refundable
tax credit for his or her pro rata share of the tax paid by the Portfolio on the gain and (iii) increase the tax basis for his
or her shares in the Portfolio by an amount equal to the deemed distribution less the tax credit.
In general, dividends (other than capital gain dividends) paid
by a Portfolio to US individual shareholders may be eligible for the same preferential tax rates applicable to long-term capital
gain to the extent that the Portfolio’s income consists of dividends paid by US corporations and certain “qualified
foreign corporations” on shares that have been held by the Portfolio for at least 61 days during the 121-day period commencing
60 days before the shares become ex-dividend. Dividends paid on shares held by a Portfolio will not be taken into account in determining
the applicability of the preferential maximum tax rate to the extent that the Portfolio is under an obligation (pursuant to a short
sale or otherwise) to make related payments with respect to positions in substantially similar or related property. Dividends paid
by REITs are not generally eligible for the preferential maximum tax rate. Further, a “qualified foreign corporation”
does not include any foreign corporation, which for its taxable year in which its dividend was paid, or the preceding taxable year,
is a passive foreign investment company (“PFIC,” discussed below). In order to be eligible for the preferential rate,
the shareholder in the Portfolio must have held his or her shares in the Portfolio for at least 61 days during the 121-day period
commencing 60 days before the Portfolio shares become ex-dividend. Additional restrictions on a shareholder’s qualification
for the preferential rate may apply.
In general, dividends (other than capital gain dividends) paid
by a Portfolio to US corporate shareholders may be eligible for the dividends received deduction to the extent that the Portfolio’s
income consists of dividends paid by US corporations (other than REITs) on shares that have been held by the Portfolio for at least
46 days during the 91-day period commencing 45 days before the shares become ex-dividend. Dividends paid on shares held by a Portfolio
will not be taken into account for this purpose if the stock on which the dividend is paid is considered to be “debt-financed”
(generally, acquired with borrowed funds), or to the extent that the Portfolio is under an obligation (pursuant to a short sale
or otherwise) to make related payments with respect to positions in substantially similar or
related property. Moreover, the dividend received deduction
may be disallowed or reduced if the corporate shareholder fails to satisfy the foregoing holding period and other requirements
with respect to its shares of the Portfolio or by application of the Code. It is anticipated that dividends (other than capital
gain dividends) paid by the Equity Concentrated, Strategic Equity, Mid Cap, Small-Mid Cap, Global Listed Infrastructure and Capital
Allocator Portfolios may be eligible for the dividends-received deduction, but that dividends paid by the other Portfolios will
not be eligible for the dividends-received deduction.
If a Portfolio makes a distribution that is or is considered
to be in excess of its current and accumulated “earnings and profits” for the relevant period, the excess distribution
will be treated as a return of capital to the extent of a shareholder’s tax basis in his or her shares, and thereafter as
capital gain. A return of capital is not taxable, but it reduces a shareholder’s basis in his or her shares, thus reducing
any loss or increasing any gain on a subsequent taxable disposition by the shareholder of such shares.
An additional 3.8% Medicare tax will be imposed on certain net
investment income (including ordinary dividends and capital gain distributions received from a RIC and net gains from redemptions
or other taxable dispositions of RIC shares) of US individuals, estates and trusts. The tax applies to the lesser of (i) such net
investment income (or, in the case of an estate or trust, its undistributed net investment income), and (ii) the excess, if any,
of such person’s “modified adjusted gross income” (or, in the case of an estate or trust, its “adjusted
gross income”) over a threshold amount.
Sale, Exchange or Redemption of Shares
A sale, exchange or redemption of shares in a Portfolio will
give rise to a gain or loss. Any gain or loss realized upon a taxable disposition of shares will be treated as long-term capital
gain or loss if the shares have been held for more than 12 months. Otherwise, the gain or loss on the taxable disposition of shares
of a Portfolio will be treated as short-term capital gain or loss.
However, any loss realized upon a taxable disposition of shares
held for six months or less will be treated as long-term, rather than short-term, to the extent of any capital gain dividends received
(or deemed received) by the shareholder with respect to the shares. Further, all or a portion of any loss realized upon a taxable
disposition of shares of a Portfolio will be disallowed if other substantially identical shares of the Portfolio are purchased
(including by means of a dividend reinvestment plan) within 30 days before or after the disposition. In such a case, the basis
of the newly purchased shares will be adjusted to reflect the disallowed loss.
If a shareholder recognizes a loss with respect to shares of
a Portfolio of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder, the shareholder
must file with the IRS a disclosure statement on Form 8886. Direct shareholders of portfolio securities are in many cases excepted
from this reporting requirement, but under current guidance, shareholders of a RIC are not excepted. Future guidance may extend
the current exception from this reporting requirement to shareholders of most or all RICs. The fact that a loss is reportable under
these regulations does not affect the legal determination of whether the taxpayer’s treatment of the loss is proper. Shareholders
should consult their tax advisors to determine the applicability of the applicable regulations in light of their individual circumstances.
The Portfolios (or their administrative agent) are required
to report to the IRS and furnish to Portfolio shareholders the cost basis information and holding period for Portfolio shares purchased
on or after January 1, 2012, and redeemed on or after that date. The Portfolios will permit Portfolio shareholders to elect from
among several IRS-accepted cost basis methods, including average cost. In the absence of an election by a shareholder, the Portfolios
will use the average cost method with respect to that shareholder. The cost basis method a shareholder elects may not be changed
with respect to a redemption of shares after the settlement date of the redemption. Portfolio shareholders should consult with
their tax advisors to determine the best IRS-accepted cost basis method for their tax situation and to obtain more information
about how the cost basis reporting rules apply to them.
PFICs
Certain Portfolios that invest in foreign securities may own
shares in certain foreign entities that are treated as PFICs for US federal income tax purposes. A Portfolio that owns shares of
a PFIC may be subject to US federal income tax (including interest charges) on distributions received from the PFIC or gains from
a disposition of shares in the PFIC. To avoid this treatment, a Portfolio owning PFIC shares may make an election to mark the gains
(and to a limited extent losses) in a PFIC “to market” as though it had sold and repurchased its holdings in the PFIC
on the last day of the Portfolio’s taxable year. Such gains and losses are treated as ordinary income and loss. Alternatively,
a Portfolio may in certain cases elect to treat a PFIC as a “qualified electing fund” (a “QEF”), in which case
the Portfolio will be required to include in its income annually its share of the QEF’s income and net capital gains, regardless
of whether the Portfolio receives any distribution from the QEF. If the QEF incurs a loss for a taxable year, the loss will not
pass through to the Portfolio and, accordingly, cannot offset other income and/or gains of the Portfolio. A Portfolio may not be
able to make the QEF election with respect to many PFICs because of certain requirements that the PFICs would have to satisfy.
The mark-to-market and QEF elections may accelerate the recognition
of income (without the receipt of cash) and increase the amount required to be distributed by a Portfolio to avoid taxation. Making
either of these elections therefore may require a Portfolio to liquidate investments (including when it is not advantageous to
do so) to meet its distribution requirements, which also may accelerate the recognition of gain and affect the Portfolio’s total
return. Dividends paid by PFICs generally will not be eligible to be treated as qualified dividend income.
Non-US Taxes
Investment income that may be received by a Portfolio from sources
within foreign countries may be subject to foreign withholding and other taxes. Tax treaties between the United States and certain
countries may reduce or eliminate such taxes.
If more than 50% of the value of a Portfolio’s total assets
at the close of its taxable year consists of stock or securities of foreign corporations, or if at least 50% of the value of a
Portfolio’s total assets at the close of each quarter of its taxable year is represented by interests in other RICs, that Portfolio
may elect to “pass through” to its shareholders the amount of foreign taxes paid or deemed paid by that Portfolio. If
that Portfolio so elects, each of its shareholders would be required to include in gross income, even though not actually received,
his or her pro rata share of the foreign taxes paid or deemed paid by that Portfolio, but would be treated as having paid his or
her pro rata share of such foreign taxes and would therefore be allowed to either deduct such amount in computing taxable income
or use such amount (subject to various Code limitations) as a foreign tax credit against federal income tax (but not both). For
purposes of the foreign tax credit limitation rules of the Code, each shareholder would treat as foreign source income his or her
pro rata share of such foreign taxes plus the portion of dividends received from the Portfolio representing income derived from
foreign sources. No deduction for foreign taxes could be claimed by an individual shareholder who does not itemize deductions.
In certain circumstances, a shareholder that (i) has held shares of the Portfolio for less than a specified minimum period during
which it is not protected from risk of loss or (ii) is obligated to make payments related to the dividends will not be allowed
a foreign tax credit for foreign taxes deemed imposed on dividends paid on such shares. Additionally, the Portfolio must also meet
this holding period requirement with respect to its foreign stocks and securities in order for “creditable” taxes to
flow-through.
It is anticipated that each of the International Equity, International
Equity Concentrated, International Equity Select, International Strategic, International Small Cap, Global Equity Select, Global
Strategic, Emerging Markets Core, Emerging Markets, Developing Markets, Emerging Markets Blend, Emerging Markets Multi Asset, Emerging
Markets Debt, Emerging Markets Income, Explorer Total Return, Global Fixed Income, Global Listed Infrastructure and Global Realty
Portfolios will be operated so as to meet the requirements of the Code to “pass through” to shareholders credits for
foreign taxes paid, although there can be no assurance that these requirements will be met. Each shareholder should consult his
or her own tax advisor regarding the potential application of foreign tax credits.
Foreign Currency Transactions
Gains or losses attributable to fluctuations in exchange rates
between the time a Portfolio accrues income or receivables, or expenses or other liabilities, denominated in a foreign currency
and the time that Portfolio actually
collects such income or receivables, or pays such liabilities,
are generally treated as ordinary income or loss. Similarly, gains or losses on foreign currency forward contracts and the disposition
of debt securities denominated in a foreign currency, to the extent attributable to fluctuations in exchange rates between the
acquisition and disposition dates, also are treated as ordinary income or loss.
Financial Products
A Portfolio’s investments in options, futures contracts, forward
contracts, swaps and derivatives, as well as any of its other hedging, short sale or similar transactions, may be subject to one
or more special tax rules (including notional principal contract, constructive sale, straddle, wash sale, short sale and other
rules), the effect of which may be to accelerate income to the Portfolio (including, potentially, without a corresponding receipt
of cash with which to make required distributions), defer Portfolio losses, cause adjustments in the holding periods of Portfolio
securities, convert capital gains into ordinary income, render dividends that would otherwise be eligible for the dividends received
deduction or preferential rates of taxation ineligible for such treatment, 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 of a Portfolio. In addition, because the tax rules applicable to derivative financial
instruments are in some cases uncertain under current law, an adverse determination or future guidance by the IRS with respect
to these rules (which determination or guidance could be retroactive) may affect whether a Portfolio has made sufficient distributions,
and otherwise satisfied the applicable requirements, to maintain its qualification as a RIC and avoid Portfolio-level taxation.
Payments with Respect to Securities Loans
A Portfolio’s participation in loans of securities may affect
the amount, timing and character of distributions to shareholders. With respect to any security subject to a securities loan, any
(i) amounts received by a Portfolio in place of dividends earned on the security during the period that such security was not directly
held by a Portfolio may not give rise to qualified dividend income and (ii) withholding taxes accrued on dividends during the period
that such security was not directly held by a Portfolio will not qualify as a foreign tax paid by such Portfolio and therefore
cannot be passed through to shareholders even if the Portfolio meets the requirements described in “Non-US Taxes,” above.
Securities Issued or Purchased at a Discount and Payment-in-Kind
Securities
A Portfolio’s investments, if any, in securities issued or purchased
at a discount, as well as certain other securities (including zero coupon obligations and certain redeemable preferred stock),
may require the Portfolio to accrue and distribute income not yet received. Similarly, a Portfolio’s investment in payment-in-kind
securities will give rise to income which is required to be distributed even though the Portfolio receives no payment in cash on
the security during the year. In order to generate sufficient cash to make its requisite distributions, a Portfolio may be required
to borrow money or sell securities in its portfolio that it otherwise would have continued to hold.
Certain Higher-Risk and High Yield Securities
Certain Portfolios may invest in lower-quality fixed income
securities, including debt obligations of issuers not currently paying interest or that are in default. Investments in debt obligations
that are at risk of or are in default present special tax issues for a Portfolio. Tax rules are not entirely clear on the treatment
of such debt obligations, including as to whether and to what extent a Portfolio should recognize market discount on such a debt
obligation, when a Portfolio may cease to accrue interest, original issue discount or market discount, when and to what extent
a Portfolio may take deductions for bad debts or worthless securities and how a Portfolio shall allocate payments received on obligations
in default between principal and interest. These and other related issues will be addressed by a Portfolio if it invests in such
securities as part of the Portfolio’s efforts to ensure that it distributes sufficient income to preserve its status as a RIC and
does not become subject to US federal income or excise tax.
Investing in Mortgage Entities
Special tax rules may apply to the investments by a Portfolio
in entities which invest in or finance mortgage debt. Such investments include residual interests in real estate mortgage investment
conduits (“REMICs”) and interests in a REIT which qualifies as a taxable mortgage pool under the Code or has a qualified
REIT subsidiary that is a taxable mortgage pool under the Code. Although it is the practice of each Portfolio, other than the Corporate
Income Portfolio which may hold residual interests in REMICs, not to make such investments, there is no guarantee that a Portfolio
will be able to avoid an inadvertent investment in REMIC residual interests or a taxable mortgage pool.
Such investments may result in a Portfolio receiving excess
inclusion income (“EII”) in which case a portion of its distributions will be characterized as EII and shareholders receiving
such distributions, including shares held through nominee accounts, will be deemed to have received EII. This can result in the
Portfolio being required to pay tax on the portion of its EII that is allocated to disqualified organizations, including certain
cooperatives, agencies or instrumentalities of a government or international organization, and tax-exempt organizations that are
not subject to tax on unrelated business taxable income (“UBTI”). In addition, such amounts generally cannot be offset
by net operating losses, will be treated as UBTI to tax-exempt organizations that are not disqualified organizations, and will
be subject to a 30% withholding tax for shareholders who are not US persons, notwithstanding any otherwise applicable exemptions
or rate reductions in any relevant tax treaties.
Special tax consequences also apply where charitable remainder
trusts invest in RICs that invest directly or indirectly in residual interests in REMICs or in taxable mortgage pools. Furthermore,
any investment in residual interests of a REMIC can create complex tax consequences to both a Portfolio and its shareholders, especially
if a Portfolio has state or local governments or other tax-exempt organizations as shareholders.
Investments in Pass-Through Entities
Some amounts received by a Portfolio with respect to certain
investments in MLPs will likely be treated as a return of capital because of accelerated deductions available with respect to the
activities of such MLPs. On the disposition of an investment in such an MLP, the Portfolio will likely realize taxable income in
excess of economic gain with respect to that asset (or, if the Portfolio does not dispose of the MLP, the Portfolio likely will
realize taxable income in excess of cash flow with respect to the MLP in a later period), and the Portfolio must take such income
into account in determining whether the Portfolio has satisfied its distribution requirements. The Portfolio may have to borrow
or liquidate securities to satisfy its distribution requirements and to meet its redemption requests, even though investment considerations
might otherwise make it undesirable for the Portfolio to sell securities or borrow money at such time.
Tax-Exempt Shareholders
Under current law, each Portfolio serves to “block”
(that is, prevent the attribution to shareholders of) UBTI from being realized by its tax-exempt shareholders (including, among
others, individual retirement accounts, 401(k) accounts, Keogh plans, pension plans and certain charitable entities). Notwithstanding
the foregoing, a tax-exempt shareholder could realize UBTI by virtue of its investment in a Portfolio if shares in the Portfolio
constitute debt-financed property in the hands of the tax-exempt shareholder within the meaning of Section 514(b) of the Code.
As noted above, a tax-exempt shareholder may also recognize UBTI if a Portfolio recognizes EII derived from direct or indirect
investments in residual interests in REMICs or taxable mortgage pools. If a charitable remainder annuity trust or a charitable
remainder unitrust (each as defined in Section 664 of the Code) has UBTI for a taxable year, a 100% excise tax on the UBTI is imposed
on the trust.
Backup Withholding
Each Portfolio generally is required to withhold and remit to
the Treasury a percentage of the taxable distributions and redemption proceeds paid to a shareholder who fails to properly furnish
the Portfolio with a correct taxpayer identification number, who has under-reported dividend or interest income, or who fails to
certify to the applicable Portfolio that he or she is not subject to such withholding. Corporate shareholders, certain foreign
persons and other
shareholders specified in the Code and applicable regulations
are generally exempt from backup withholding, but may need to provide documentation to the Portfolio to establish such exemption.
Backup withholding is not an additional tax. Any amounts withheld
may be credited against the shareholder’s US federal income tax liability, provided the appropriate information is furnished to
the IRS.
Foreign (Non-US) Shareholders
Dividends paid by a Portfolio to foreign shareholders are generally
subject to withholding tax at a 30% rate or a reduced rate specified by an applicable income tax treaty, if any, to the extent
derived from investment income and short-term capital gains. In order to obtain a reduced rate of withholding, a foreign shareholder
will be required to provide an IRS Form W-8BEN or other applicable tax form certifying its entitlement to benefits under a treaty.
The withholding tax does not apply to regular dividends paid to a foreign shareholder who provides a Form W-8ECI, certifying that
the dividends are effectively connected with the foreign shareholder’s conduct of a trade or business within the United States.
Instead, the effectively connected dividends will be subject to regular US income tax as if the foreign shareholder were a US shareholder.
A foreign corporation receiving effectively connected dividends may also be subject to additional “branch profits tax”
imposed at a rate of 30% (or, if applicable, a lower treaty rate). A foreign shareholder who fails to provide an IRS Form W-8BEN
or other applicable form may be subject to backup withholding at the appropriate rate. All foreign shareholders should consult
their tax advisors to determine the appropriate tax forms to provide to a Portfolio to claim a reduced rate or exemption from US
federal withholding taxes, and the proper completion of those forms.
Notwithstanding the foregoing, for taxable years of a Portfolio
beginning before January 1, 2014, properly-reported dividends are generally exempt from US withholding tax where they (i) are paid
in respect of the Portfolio’s “qualified net interest income” (generally, the Portfolio’s US source interest income,
other than certain contingent interest and interest from obligations of a corporation or partnership in which the Portfolio is
at least a 10% shareholder, reduced by expenses that are allocable to such income) or (ii) are paid in respect of the Portfolio’s
“qualified short-term capital gains” (generally, the excess of the Portfolio’s net short-term capital gain over the Portfolio’s
long-term capital loss for such taxable year). However, depending on its circumstances, the Portfolio may report all, some or none
of its potentially eligible dividends as such qualified net interest income or as qualified short-term capital gains 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 shareholder will need to comply with applicable certification requirements relating to its non-US status
(including, in general, furnishing an IRS Form W-8BEN or other applicable form). In the case of shares of a Portfolio held through
an intermediary, the intermediary may withhold even if the Portfolio designates the payment as qualified net interest income or
qualified short-term capital gain. Foreign shareholders should contact their intermediaries with respect to the application of
these rules to their accounts.
In general, and subject to the exceptions described below, US
withholding tax will not apply to any gain or income realized by a foreign shareholder in respect of any distributions of net long-term
capital gains over net short-term capital losses, exempt-interest dividends or upon the sale or other disposition of shares of
a Portfolio.
For foreign shareholders of a Portfolio, a distribution by a
Portfolio that is attributable to the Portfolio’s receipt of certain capital gain distributions from a REIT generally will be treated
as “effectively connected” real property gain that is subject to tax in the hands of the foreign shareholder at the graduated
rates applicable to US shareholders (subject to a special alternative minimum tax (AMT) in the case of nonresident alien individuals),
a potential 30% branch profits tax in the hands of a foreign shareholder that is a corporation and a 35% withholding tax (which
can be credited against the foreign shareholder’s direct US tax liabilities) if the Portfolio is a “United States real property
holding corporation” (as such term is defined in the Code, and referred to herein as a “USRPHC”) or would be but
for the operation of certain exclusions. An exception to such treatment is provided if the foreign shareholder has not owned more
than 5% of the class of stock of the Portfolio in respect of which the distribution was made at any time during the one-year period
ending on the date of the distribution. In that case, the distribution generally is treated as an ordinary dividend subject to
US withholding tax at the rate of 30% (or lower treaty rate). In addition, foreign shareholders may be subject to certain tax filing
requirements if the Portfolio is a USRPHC.
Gains from the disposition of Portfolio shares by a foreign
shareholder will be subject to withholding tax and treated as income effectively connected to a US trade or business if at any
time during the five-year period ending on the date of disposition (or if shorter, the foreign shareholder’s holding period for
the shares), the Portfolio was a USRPHC and the foreign shareholder actually or constructively held more than 5% of the outstanding
shares of the Portfolio.
Foreign shareholders that engage in certain “wash sale”
and/or substitute dividend payment transactions the effect of which is to avoid the receipt of distributions from a Portfolio that
would be treated as gain effectively connected with a United States trade or business generally will be treated as having received
such distributions. All shareholders of a Portfolio should consult their tax advisors regarding the application of the foregoing
rule.
The Hiring Incentives to Restore Employment Act
Under provisions of The Hiring Incentives to Restore Employment
Act, P.L. 111-147 (the “HIRE Act”), certain payments of US source interest, dividends, and other fixed or determinable
annual or periodical gains, profits and income, as well as gross proceeds from the sale or disposition of property of a type that
can produce US source dividends or interest (all such payments, “withholdable payments”), which are made to a “foreign
financial institution,” which term may include certain non-US shareholders of a Portfolio or certain Portfolio investments,
may be subject to a 30% withholding tax, if the foreign financial institution does not, among other things, comply, under an agreement
with the Secretary of the Treasury or his/her delegate or the terms of an applicable intergovernmental agreement entered into by
the United States and the country where such non-US shareholder resides or does business, with prescribed due diligence requirements
necessary to determine which of its accounts (including equity interests in the foreign financial institution) are held by specified
United States persons or United States owned foreign entities (such accounts, “United States accounts”), and prescribed
reporting requirements in respect of its United States accounts. Further, a 30% withholding tax may apply in respect of “passthru
payments” made by a foreign financial institution to certain account holders that do not comply with reasonable information
requests aimed at enabling the foreign financial institution to identify its United States accounts and meet applicable reporting
obligations. The HIRE Act will further impose a 30% withholding tax on certain payments to non-financial foreign entities. The
scope of the applicable HIRE Act provisions is not entirely clear and no assurance can be given that some or all of the income
of a Portfolio, and/or certain of the Portfolio’s shareholders or investments will not be subject to any of the above described
withholding taxes or that information will not be required to be reported to the IRS in respect of a shareholder’s interest in
the Portfolio. To comply with the requirements of the HIRE Act, a Portfolio may, in appropriate circumstances, require shareholders
to provide information and tax documentation regarding their direct and indirect owners, and direct and indirect owners of certain
entity shareholders will be required to waive the application of any non-US laws which, but for such waiver, would prevent the
Portfolio or any other person or entity from reporting information in respect of United States accounts in accordance with the
applicable provisions of the HIRE Act or any agreement described in Section 1471(b) of the Code (and, if necessary to effectuate
the information reporting contemplated by the HIRE Act, such shareholders will be required to obtain similar waivers from their
direct and indirect owners). While the withholding tax provisions of the HIRE Act were to have been fully effective beginning in
2013, the Treasury and the IRS have provided for a phased-in implementation of these provisions; under the latest guidance, the
withholding tax will apply to Portfolio dividends paid after June 30, 2014 and to capital gain dividends and the gross proceeds
of Portfolios redemptions paid after December 31, 2016.
The HIRE Act also imposes information reporting requirements
on individuals (and, to the extent provided in future regulations, certain domestic entities) that hold any interest in a “specified
foreign financial asset” if the aggregate value of all such assets held by such individual exceeds $50,000. Significant penalties
can apply upon a failure to make the required disclosure and in respect of understatements of tax attributable to undisclosed foreign
financial assets. The scope of this reporting requirement is not entirely clear and all shareholders should consult their own tax
advisors as to whether reporting may be required in respect of their indirect interests in certain investments of a Portfolio.
All non-US shareholders are advised to consult their own tax
advisors with respect to the particular tax consequences to them of an investment in a Portfolio.
Possible Legislative Changes
The tax consequences described herein may be affected (possibly
with retroactive effect) by various legislative bills and proposals that may be initiated in Congress. Prospective investors should
consult their own tax advisors regarding the status of any proposed legislation and the effect, if any, on their investment in
a Portfolio.
Other Tax Matters
Special tax rules apply to investments through defined contribution
plans and other tax-qualified plans. Shareholders should consult their tax advisors to determine the suitability of shares of a
Portfolio as an investment through such plans and the precise effect of such an investment in their particular tax situation.
Dividends, distributions and gains from the sale of Portfolio
shares may be subject to state, local and foreign taxes. Shareholders are urged to consult their tax advisors regarding specific
questions as to federal, state, local and, where applicable, non-US taxes.
Shareholders should consult their own tax advisors regarding
the state, local and non-US tax consequences of an investment in shares and the particular tax consequences to them of an investment
in a Portfolio.
Additional
Information About the Fund and Portfolios
As of April 21, 2014, no person owned of record or was known
by the Fund to own beneficially 5% or more of a Class of the indicated Portfolio’s outstanding voting securities except the following:
| Name and Address |
|
Percentage of Total
Institutional Shares Outstanding |
| Equity Concentrated Portfolio |
|
|
|
| |
|
|
|
Charles Schwab & Co., Inc.
FBO Its Customers
211 Main Street
San Francisco, CA 94105-1905 |
|
44% |
|
| |
|
|
|
Equitable Trust Company
4400 Harding Road, Suite 310
Nashville, TN 37205-2314 |
|
23% |
|
| |
|
|
|
Capinco
c/o US Bank NA
1555 N. Rivercenter Drive
Milwaukee, WI 53212 |
|
14% |
|
| |
|
|
|
National Financial Services Corp.
FBO Its Customers
499 Washington Blvd.
Jersey City, NJ 07310 |
|
7% |
|
| |
|
|
|
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002 |
|
7% |
|
| Strategic Equity Portfolio |
|
|
|
| |
|
|
|
National Financial Services Corp.
FBO Its Customers
499 Washington Blvd.
Jersey City, NJ 07310 |
|
45% |
|
| |
|
|
|
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002 |
|
21% |
|
| |
|
|
|
JPMorgan Chase as Trustee FBO
Bemis Investment Incentive Plan
11500 Outlook Street
Overland Parks, KS 66211-1804 |
|
13% |
|
| |
|
|
|
Mac & Co.
Attn: Mutual Fund Ops
P.O. Box 3198
525 William Penn Place
Pittsburgh, PA 15230-3198 |
|
12% |
|
| |
|
|
|
| Mid Cap Portfolio |
|
|
|
| |
|
|
|
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002 |
|
47% |
|
| |
|
|
|
Charles Schwab & Co. Inc.
FBO Its Customers
211 Main Street
San Francisco, CA 94105 |
|
18% |
|
| |
|
|
|
National Financial Services Corp.
FBO Its Customers
499 Washington Blvd.
Jersey City, NJ 07310-2010 |
|
18% |
|
| |
|
|
|
Merrill Lynch, Pierce, Fenner & Smith Incorporated
FBO Its Customers
4800 Deer Lake Drive East, 2nd Floor
Jacksonville, FL 32246-6484 |
|
6% |
|
| |
|
|
|
| Small-Mid Cap Portfolio |
|
|
|
| |
|
|
|
Mac & Co.
P.O. Box 3198
525 William Penn Place
Pittsburgh, PA 15230-3198 |
|
45% |
|
| |
|
|
|
Alaska Retirement Management Board
State Street Bank & Trust Co.
2 Avenue de Lafayette
Boston, MA 02111-1724 |
|
25% |
|
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002 |
|
11% |
|
| |
|
|
|
National Financial Services Corp.
FBO Its Customers
499 Washington Blvd.
Jersey City, NJ 07310 |
|
7% |
|
| |
|
|
|
| International Equity Portfolio |
|
|
|
| |
|
|
|
Merrill Lynch, Pierce, Fenner & Smith Incorporated
FBO Its Customers
4800 Deer Lake Drive East, 2nd Floor
Jacksonville, FL 32246-6484 |
|
20% |
|
| |
|
|
|
Charles Schwab & Co., Inc.
FBO Its Customers
2ll Main Street
San Francisco, CA 94105-1905 |
|
17% |
|
| |
|
|
|
National Financial Services Corp.
FBO Its Customers
499 Washington Blvd., Floor 5
Jersey City, NJ 07310-2010 |
|
13% |
|
| |
|
|
|
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002 |
|
8% |
|
| |
|
|
|
Morgan Stanley Smith Barney
Harborside Financial Center
Plaza 2, Floor 3
Jersey City, NJ 07311 |
|
6% |
|
| |
|
|
|
Wells Fargo Bank
P.O. Box 1533
Minneapolis, MN 55480 |
|
6% |
|
| |
|
|
|
Somerville Retirement System
City Hall Annex
50 Evergreen Ave.
Somerville, MA 02145 |
|
6% |
|
| |
|
|
|
| International Equity Select Portfolio |
|
|
|
| |
|
|
|
Morgan Stanley Smith Barney
Harborside Financial Center
Plaza 2, Floor 3
Jersey City, NJ 07311 |
|
72% |
|
| |
|
|
|
Merrill Lynch, Pierce, Fenner & Smith Incorporated
FBO Its Customers
4800 Deer Lake Drive East, 2nd Floor
Jacksonville, FL 32246-6484 |
|
8% |
|
National Financial Services Corp.
FBO Its Customers
499 Washington Blvd.
Jersey City, NJ 07310 |
|
8% |
|
| |
|
|
|
| International Strategic Portfolio |
|
|
|
| |
|
|
|
Charles Schwab & Co., Inc.
FBO Its Customers
211 Main Street
San Francisco, CA 94105-1905 |
|
13% |
|
| |
|
|
|
National Financial Services Corp.
FBO Its Customers
499 Washington Blvd.
Jersey City, NJ 07310 |
|
12% |
|
| |
|
|
|
Morgan Stanley Smith Barney
Harborside Financial Center
Plaza 2, Floor 3
Jersey City, NJ 07311 |
|
5% |
|
| |
|
|
|
| International Small Cap Portfolio |
|
|
|
| |
|
|
|
Wells Fargo Bank
P.O. Box 1533
Minneapolis, MN 55480 |
|
35% |
|
| |
|
|
|
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002 |
|
29% |
|
| |
|
|
|
National Financial Services Corp.
FBO Its Customers
499 Washington Blvd.
Jersey City, NJ 07310 |
|
26% |
|
| |
|
|
|
First Clearing, LLC
FBO Its Customers
2801 Market Street
St. Louis, MO 63103 |
|
6% |
|
| |
|
|
|
| Global Equity Select Portfolio |
|
|
|
| |
|
|
|
National Financial Services Corp.
FBO Its Customers
499 Washington Blvd.
Jersey City, NJ 07310 |
|
63% |
|
| |
|
|
|
Lazard Asset Management LLC
30 Rockefeller Plaza
New York, NY 10112-0015 |
|
31% |
|
| |
|
|
|
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002 |
|
6% |
|
| Emerging Markets Core Portfolio |
|
|
|
| |
|
|
|
Maril & Co FBO JI
c/o BMO Harris Bank NA
11270 W Park Pl.
Milwaukee, WI 53224-3638 |
|
60% |
|
| |
|
|
|
Georgetown Memorial Hospital
P.O. Box 421718
Georgetown, SC 29442-4203 |
|
26% |
|
| |
|
|
|
Lazard Asset Management LLC
30 Rockefeller Plaza
New York, NY 10112-0015 |
|
7% |
|
| |
|
|
|
| Emerging Markets Portfolio |
|
|
|
| |
|
|
|
National Financial Services Corp.
FBO Its Customers
499 Washington Blvd.
Jersey City, NJ 07310 |
|
18% |
|
| |
|
|
|
Charles Schwab & Co., Inc.
FBO Its Customers
211 Main Street
San Francisco, CA 94105-1905 |
|
10% |
|
| |
|
|
|
Morgan Stanley Smith Barney
Harborside Financial Center
Plaza 2, Floor 3
Jersey City, NJ 07311 |
|
8% |
|
| |
|
|
|
First Clearing, LLC
FBO Its Customers
2801 Market Street
St. Louis, MO 63103-2523 |
|
8% |
|
| |
|
|
|
Merrill Lynch, Pierce, Fenner & Smith Incorporated
FBO Its Customers
4800 Deer Lake Drive East
Jacksonville, FL 32246-6484 |
|
5% |
|
| |
|
|
|
| Developing Markets Portfolio |
|
|
|
| |
|
|
|
Morgan Stanley Smith Barney
Harborside Financial Center
Plaza 2, Floor 3
Jersey City, NJ 07311 |
|
21% |
|
| |
|
|
|
Edward D Jones & Co.
201 Progress Parkway
Maryland Heights, MO 63043-3009 |
|
20% |
|
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002 |
|
18% |
|
| |
|
|
|
National Financial Services, LLC
FBO Its Customers
499 Washington Blvd.
Jersey City, NJ 07310 |
|
13% |
|
| |
|
|
|
Merrill Lynch, Pierce, Fenner & Smith Incorporated
FBO Its Customers
4800 Deer Lake Drive East
Jacksonville, FL 32246-6484 |
|
10% |
|
| |
|
|
|
Charles Schwab & Co.
FBO Its Customers
211 Main Street
San Francisco, CA 94105-1905 |
|
5% |
|
| |
|
|
|
| Emerging Markets Blend Portfolio |
|
|
|
| |
|
|
|
National Financial Services Corp.
499 Washington Blvd.
Jersey City, NJ 07310 |
|
19% |
|
| |
|
|
|
Charles Schwab & Co.
FBO Its Customers
211 Main Street
San Francisco, CA 94105-1905 |
|
14% |
|
| |
|
|
|
First Clearing, LLC
FBO Its Customers
2801 Market Street
St. Louis, MO 63103-2523 |
|
6% |
|
| |
|
|
|
Georgia Tech Foundation
c/o Lazard Asset Management
30 Rockefeller Plaza
New York, NY 10112 |
|
5% |
|
| |
|
|
|
| Emerging Markets Multi Asset Portfolio |
|
|
|
| |
|
|
|
Mac & Co.
P.O. Box 3198
525 William Penn Place
Pittsburgh, PA 15230-3198 |
|
39% |
|
| |
|
|
|
National Financial Services Corp.
499 Washington Blvd.
Jersey City, NJ 07310 |
|
24% |
|
| |
|
|
|
Charles Schwab & Co., Inc.
FBO Its Customers
211 Main Street
San Francisco, CA 94105-1905 |
|
11% |
|
TD Ameritrade Trust Company
P.O. Box 17748
Denver, CO 80217-0748 |
|
8% |
|
| |
|
|
|
Morgan Stanley Smith Barney
Harborside Financial Center
Plaza 2, Floor 3
Jersey City, NJ 07311 |
|
6% |
|
| |
|
|
|
| Emerging Markets Debt Portfolio |
|
|
|
| |
|
|
|
Mac & Co.
525 William Penn Place
Pittsburgh, PA 15230-3198 |
|
37% |
|
| |
|
|
|
Windstream Master Trust
4001 North Rodney Parham Road
Little Rock, AZ 72212-2459 |
|
21% |
|
| |
|
|
|
Wells Fargo Bank, N.A.
FBO Customers
P.O. Box 1533
Minneapolis, MN 55480-1533 |
|
14% |
|
| |
|
|
|
National Financial Services Corp.
499 Washington Blvd.
Jersey City, NJ 07310 |
|
10% |
|
| |
|
|
|
| Corporate Income Portfolio |
|
|
|
| |
|
|
|
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002 |
|
21% |
|
| |
|
|
|
Mac & Co.
Mutual Funds Operations
P.O. Box 3198
Pittsburgh, PA 15230 |
|
14% |
|
| |
|
|
|
Mac & Co.
Mutual Funds Operations
P.O. Box 3198
Pittsburgh, PA 15230 |
|
14% |
|
| |
|
|
|
Charles Schwab & Co., Inc.
FBO Its Customers
211 Main Street
San Francisco, CA 94105-1905 |
|
8% |
|
| |
|
|
|
Mac & Co.
Mutual Fund Operations
P.O. Box 3198
Pittsburgh, PA 15230 |
|
7% |
|
National Financial Services Corp.
499 Washington Blvd.
Jersey City, NJ 07310 |
|
6% |
|
| |
|
|
|
| Short Duration Fixed Income Portfolio |
|
|
|
| |
|
|
|
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002 |
|
30% |
|
| |
|
|
|
Publishers Clearing House LLC
382 Channel Drive
Port Washington, NY 11050-2297 |
|
21% |
|
| |
|
|
|
Lazard Freres & Company LLC
30 Rockefeller Plaza, 19th Floor
New York, NY 10112-5599 |
|
14% |
|
| |
|
|
|
Bank of America, N.A
As Custodian FBO Customers
135 South LaSalle Street, Suite 1811
Chicago, IL 60603-4177 |
|
13% |
|
| |
|
|
|
National Financial Services Corp.
FBO Its Customers
499 Washington Blvd.
Jersey City, NJ 0731 |
|
8% |
|
| |
|
|
|
Wells Fargo Bank, N.A.
FBO Customers
P.O. Box 1533
Minneapolis, MN 55480-1533 |
|
5% |
|
| |
|
|
|
| Global Fixed Income Portfolio |
|
|
|
| |
|
|
|
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002 |
|
90% |
|
| |
|
|
|
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002 |
|
8% |
|
| |
|
|
|
| Global Listed Infrastructure Portfolio |
|
|
|
| |
|
|
|
National Financial Services Corp.
FBO Its Customers
499 Washington Blvd.
Jersey City, NJ 07310 |
|
24% |
|
| |
|
|
|
Saxon & Co.
P.O. Box 7780
Philadelphia, PA 19182-0001 |
|
14% |
|
Charles Schwab & Co., Inc.
FBO Its Customers
2ll Main Street
San Francisco, CA 94105-1905 |
|
14% |
|
| |
|
|
|
AssetMark Trust Co.
FBO Clients
3200 N. Central Ave.
Phoenix, AZ 85012 |
|
9% |
|
| |
|
|
|
Morgan Stanley Smith Barney
Harborside Financial Center
Plaza 2, Floor 3
Jersey City, NJ 07311 |
|
8% |
|
| |
|
|
|
| Realty Income Portfolio |
|
|
|
| |
|
|
|
National Financial Services Corp.
499 Washington Blvd.
Jersey City, NJ 07310 |
|
28% |
|
| |
|
|
|
Morgan Stanley Smith Barney
Harborside Financial Center
Plaza 2, Floor 3
Jersey City, NJ 07311 |
|
24% |
|
| |
|
|
|
Charles Schwab & Co., Inc.
FBO Its Customers
211 Main Street
San Francisco, CA 94105-1905 |
|
23% |
|
| |
|
|
|
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002 |
|
10% |
|
| |
|
|
|
Maril & Co.
c/o M&I Trust Co.
11270 West Park Place, Suite 400
Milwaukee, WI 53224-3638 |
|
7% |
|
| |
|
|
|
| Realty Equity Portfolio |
|
|
|
| |
|
|
|
National Financial Services Corp.
499 Washington Blvd.
Jersey City, NJ 07310 |
|
13% |
|
| |
|
|
|
Raymond James & Assoc., Inc.
FBO Ahmad H. Abdul-Baki & Katherine Abdul-Baki TTEE
Abdul-Baki Family Revocable Trust
McLean, VA 22102-1433 |
|
8% |
|
| |
|
|
|
| Global Realty Portfolio |
|
|
|
| |
|
|
|
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002 |
|
99% |
|
| Capital Allocator Portfolio |
|
|
|
| |
|
|
|
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002 |
|
68% |
|
| |
|
|
|
Charles Schwab & Co., Inc.
FBO Its Customers
211 Main Street
San Francisco, CA 94105-1905 |
|
15% |
|
| |
|
|
|
National Financial Services Corp.
499 Washington Blvd.
Jersey City, NJ 07310 |
|
7% |
|
Name and Address |
|
Percentage of Total
Open Shares Outstanding |
| Equity Concentrated Portfolio |
|
|
|
| |
|
|
|
Charles Schwab & Co., Inc.
FBO Its Customers
211 Main Street
San Francisco, CA 94105-1905 |
|
69% |
|
| |
|
|
|
UBS WM USA
1000 Harbor Blvd., Floor 5
Weehawken, NJ 07086 |
|
8% |
|
| |
|
|
|
| Strategic Equity Portfolio |
|
|
|
| |
|
|
|
Charles Schwab & Co., Inc.
FBO Its Customers
211 Main Street
San Francisco, CA 94105-1905 |
|
41% |
|
| |
|
|
|
Priac as Trustee/Custodian
FBO Various Retirement Plans
280 Trumbull Street
One Commercial Plaza
Hartford, CT 06103 |
|
26% |
|
| |
|
|
|
Merrill Lynch, Pierce, Fenner & Smith Incorporated
FBO Its Customers
4800 Deer Lake Drive East, 2nd Floor
Jacksonville, FL 32246 |
|
18% |
|
| |
|
|
|
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002 |
|
8% |
|
| |
|
|
|
| Mid Cap Portfolio |
|
|
|
| |
|
|
|
Charles Schwab & Co., Inc.
FBO Its Customers
211 Main Street
San Francisco, CA 94105-1905 |
|
29% |
|
ING Life Insurance and Annuity Company
One Orange Way
Windsor, CT 06095 |
|
25% |
|
| |
|
|
|
Reliance Trust Company
8515 East Orchard Road 2T2
Greenwood Village, CO 80111-5002 |
|
15% |
|
| |
|
|
|
| Small-Mid Cap Portfolio |
|
|
|
| |
|
|
|
Charles Schwab & Co., Inc.
FBO Its Customers
211 Main Street
San Francisco, CA 94105-1905 |
|
20% |
|
| |
|
|
|
Nationwide Life Insurance, NWVA
C/O IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218 |
|
20% |
|
| |
|
|
|
Prudential Retirement Insurance & Annuity Co.
FBO Various Retirement Plans
280 Trumbull Street
One Commercial Plaza
Hartford, CT 06103 |
|
10% |
|
| |
|
|
|
Nationwide Life Insurance, QVPA
C/O IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218 |
|
10% |
|
| |
|
|
|
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002 |
|
5% |
|
| |
|
|
|
| International Equity Portfolio |
|
|
|
| |
|
|
|
Charles Schwab & Co., Inc.
Special Custody Account
FBO Its Customers
211 Main Street
San Francisco, CA 94105-1905 |
|
21% |
|
| |
|
|
|
Merrill Lynch, Pierce, Fenner & Smith Incorporated
FBO Its Customers
4800 Deer Lake Drive East, 2nd Floor
Jacksonville, FL 32246 |
|
21% |
|
| |
|
|
|
UBS WM USA
1000 Harbor Boulevard, Floor 5
Weehawken, NJ 07086-6761 |
|
18% |
|
Charles Atwood Company
136 E. Michigan Avenue, Suite 1201
Kalamazoo, MI 49007 |
|
10% |
|
| |
|
|
|
| International Equity Select Portfolio |
|
|
|
| |
|
|
|
Charles Schwab & Co., Inc.
FBO Its Customers
211 Main Street
San Francisco, CA 94105-1905 |
|
26% |
|
| |
|
|
|
| |
|
|
|
NFS LLC
FEBO Wm V. Heaphy & Christine A. Heaphy
1 Eastport Court
Luthvle Timon, MD 21093-3803 |
|
12% |
|
| |
|
|
|
| |
|
|
|
First Clearing, LLC
FBO Its Customers
10750 Wheat First Drive
Glen Allen, VA 23060 |
|
11% |
|
| |
|
|
|
LAFOBA & Co.
50 Commerce Drive
Grayslake, IL 60030-1600 |
|
10% |
|
| |
|
|
|
William Blair & Co. LLC
Gizmo Partners LP
222 West Adams Street
Chicago, IL 60606-5312 |
|
9% |
|
| |
|
|
|
William Blair & Co. LLC
Jonathan and Natalie Stein
222 West Adams Street
Chicago, IL 60606-5312 |
|
6% |
|
| |
|
|
|
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002 |
|
5% |
|
| |
|
|
|
| International Strategic Portfolio |
|
|
|
| |
|
|
|
Charles Schwab & Co., Inc.
Special Custody Account
FBO Its Customers
211 Main Street
San Francisco, CA 94105-1905 |
|
50% |
|
| |
|
|
|
AssetMark Trust Company
FBO Clients
3200 N. Central Ave.
Phoenix, AZ 85012 |
|
12% |
|
| |
|
|
|
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002 |
|
9% |
|
Merrill Lynch, Pierce, Fenner & Smith Incorporated
FBO Its Customers
4800 Deer Lake Drive East
Jacksonville, FL 32246-6484 |
|
6% |
|
| |
|
|
|
| International Small Cap Portfolio |
|
|
|
| |
|
|
|
Charles Schwab & Co., Inc.
Special Custody Account
FBO Its Customers
211 Main Street
San Francisco, CA 94105-1905 |
|
69% |
|
| |
|
|
|
| Global Equity Select Portfolio |
|
|
|
| |
|
|
|
Lazard Asset Management LLC
30 Rockefeller Plaza
New York, NY 10112-0015 |
|
46% |
|
| |
|
|
|
Charles Schwab & Co., Inc.
FBO Its Customers
211 Main Street
San Francisco, CA 94105-1905 |
|
34% |
|
| |
|
|
|
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002 |
|
7% |
|
| |
|
|
|
| Emerging Markets Core Equity Portfolio |
|
|
|
| |
|
|
|
RBC Capital Markets LLC
Frank & Kimberly Brienzi JT TEN WROS
16014 Canard Circle
Austin, TX 78734 |
|
12% |
|
| |
|
|
|
Charles Schwab & Co., Inc.
FBO Its Customers
211 Main Street
San Francisco, CA 94105-1905 |
|
11% |
|
| |
|
|
|
RBC Capital Markets LLC
David & Angela Clark JT TEN WROS
11510 Topanga
Boerne, TX 78006-8488 |
|
10% |
|
| |
|
|
|
Lazard Asset Management LLC
30 Rockefeller Plaza
New York, NY 10112-0015 |
|
10% |
|
| |
|
|
|
RBC Capital Markets LLC
John Bailey
2 Nighthawk Circle
Santa Fe, NM 87506-8252 |
|
9% |
|
RBC Capital Markets LLC
Nancy M Groover Trust 1
Nancy M Groover TTEE UAD 1/20/97
3500 Stewart Circle
Waco, TX 76708-1038 |
|
7% |
|
| |
|
|
|
Lazard Asset Management LLC
30 Rockefeller Plaza
New York, NY 10112-0015 |
|
7% |
|
| |
|
|
|
RBC Capital Markets LLC
Drutan Investments Ltd.
10102 Talleyran Drive
Austin, TX 78750-3836 |
|
6% |
|
| |
|
|
|
| Emerging Markets Portfolio |
|
|
|
| |
|
|
|
Charles Schwab & Co., Inc.
Special Custody Account
FBO Its Customers
211 Main Street
San Francisco, CA 94105-1905 |
|
27% |
|
| |
|
|
|
Morgan Stanley Smith Barney
Harborside Financial Center
Plaza 2, Floor 3
Jersey City, NJ 07311 |
|
10% |
|
| |
|
|
|
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002 |
|
6% |
|
| |
|
|
|
| Developing Markets Portfolio |
|
|
|
| |
|
|
|
Morgan Stanley Smith Barney
Harborside Financial Center
Plaza 2, Floor 3
Jersey City, NJ 07311 |
|
36% |
|
| |
|
|
|
Charles Schwab & Co., Inc.
Special Custody Account
FBO Its Customers
211 Main Street
San Francisco, CA 94105-1905 |
|
14% |
|
| |
|
|
|
UBS WM USA
1000 Harbor Boulevard, Floor 5
Weehawken, NJ 07086-6761 |
|
8% |
|
| |
|
|
|
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002 |
|
5% |
|
| Emerging Markets Blend Portfolio |
|
|
|
| |
|
|
|
Charles Schwab & Co., Inc.
FBO Its Customers
211 Main Street
San Francisco, CA 94105-1905 |
|
13% |
|
| |
|
|
|
TD Ameritrade Inc.
FBO Its Customers
P.O. Box 2226
Omaha, NE 68103-2226 |
|
10% |
|
| |
|
|
|
| Emerging Markets Multi Asset Portfolio |
|
|
|
| |
|
|
|
UBS WM USA
1000 Harbor Boulevard, Floor 5
Weehawken, NJ 07086-6761 |
|
57% |
|
| |
|
|
|
Charles Schwab & Co., Inc.
FBO Its Customers
211 Main Street
San Francisco, CA 94105-1905 |
|
10% |
|
| |
|
|
|
| Emerging Markets Debt Portfolio |
|
|
|
| |
|
|
|
UBS WM USA
1000 Harbor Boulevard, Floor 5
Weehawken, NJ 07086-6761 |
|
37% |
|
| |
|
|
|
Charles Schwab & Co., Inc.
FBO Its Customers
211 Main Street
San Francisco, CA 94105-1905 |
|
35% |
|
| |
|
|
|
Morgan Stanley Smith Barney
Harborside Financial Center
Jersey City, NJ 07311 |
|
10% |
|
| |
|
|
|
| Corporate Income Portfolio |
|
|
|
| |
|
|
|
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07303-2052 |
|
21% |
|
| |
|
|
|
Merrill Lynch, Pierce, Fenner & Smith Incorporated
FBO Its Customers
4800 Deer Lake Drive East, 2nd Floor
Jacksonville, FL 32246 |
|
18% |
|
| |
|
|
|
Charles Schwab & Co., Inc.
FBO Its Customers
211 Main Street
San Francisco, CA 94105-1905 |
|
15% |
|
MG Trust Company
FBO Smith & Downey, PA 401(k) Plan
700 17th Street, Suite 300
Denver, CO 80202-3531 |
|
10% |
|
| |
|
|
|
Thomas J. Cogdill and Patricia W. Cogdill TTES
Cogdill Family Trust dtd 8/6/03
Huntsville, AL |
|
9% |
|
| |
|
|
|
TD Ameritrade Inc.
FEBO Its Customers
P.O. Box 2226
Omaha, NE 68103-2226 |
|
7% |
|
| |
|
|
|
| Short Duration Fixed Income Portfolio |
|
|
|
| |
|
|
|
NFS LLC
FBO Maria L. Gonzalez
723 Oak Lane
Franklin Lakes, NJ 07417 |
|
54% |
|
| |
|
|
|
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399 |
|
43% |
|
| |
|
|
|
| Global Fixed Income Portfolio |
|
|
|
| |
|
|
|
Charles Schwab & Co., Inc.
FBO Its Customers
211 Main Street
San Francisco, CA 94105-1905 |
|
72% |
|
| |
|
|
|
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07303-2052 |
|
28% |
|
| |
|
|
|
| Global Listed Infrastructure Portfolio |
|
|
|
| |
|
|
|
Charles Schwab & Co., Inc.
FBO Its Customers
211 Main Street
San Francisco, CA 94105-1905 |
|
36% |
|
| |
|
|
|
TD Ameritrade Inc.
FBO Its Customers
P.O. Box 2226
Omaha, NE 68103 |
|
13% |
|
| |
|
|
|
| Realty Income Portfolio |
|
|
|
| |
|
|
|
Charles Schwab & Co., Inc.
FBO Its Customers
211 Main Street
San Francisco, CA 94105-1905 |
|
41% |
|
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002 |
|
15% |
|
| |
|
|
|
LPL Financial
9875 Towne Centre Drive
San Diego, CA 92121-1968 |
|
7% |
|
| |
|
|
|
| Realty Equity Portfolio |
|
|
|
| |
|
|
|
Charles Schwab & Co., Inc.
FBO Its Customers
211 Main Street
San Francisco, CA 94105-1905 |
|
15% |
|
| |
|
|
|
UBS WM USA
1000 Harbor Boulevard, Floor 5
Weehawken, NJ 07086-6761 |
|
13% |
|
| |
|
|
|
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002 |
|
11% |
|
| |
|
|
|
| Global Realty Portfolio |
|
|
|
| |
|
|
|
UBS WM USA
1000 Harbor Boulevard, Floor 5
Weehawken, NJ 07086-6761 |
|
42% |
|
| |
|
|
|
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052 |
|
23% |
|
| |
|
|
|
NFS LLC
FEBO Jay P. Leupp
Hillsborough, CA |
|
14% |
|
| |
|
|
|
Charles Schwab & Co., Inc.
FBO Its Customers
211 Main Street
San Francisco, CA 94105-1905 |
|
8% |
|
| |
|
|
|
| Capital Allocator Portfolio |
|
|
|
| |
|
|
|
Charles Schwab & Co., Inc.
FBO Its Customers
211 Main Street
San Francisco, CA 94105-1905 |
|
20% |
|
| |
|
|
|
National Financial Services LLC
FEBO Elwyn Inc. Ret. Plan
111 Elwyn Road
Elwyn, PA 19063-4622 |
|
8% |
|
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002 |
|
8% |
|
| |
|
|
|
National Financial Services LLC
FEBO Fishman Partners L.P.
848 Roscommon Road
Bryn Mawr, PA 19010 |
|
6% |
|
Under the 1940 Act, a shareholder that beneficially owns, directly
or indirectly, more than 25% of a Portfolio’s total outstanding shares may be deemed a “control person” (as defined in
the 1940 Act) of the Portfolio.
Certain of the shareholders are investment management clients
of the Investment Manager that have entered into agreements with the Investment Manager pursuant to which the Investment Manager
has investment discretion and voting power over any assets held in the clients’ accounts, including shares of the Portfolios. For
purposes of the list above, the Fund considers the Investment Manager to be a beneficial owner of Portfolio shares held in management
accounts on behalf of its investment management clients.
Generally, all shares have equal voting rights and will be voted
in the aggregate, and not by class, except where voting by Class is required by law or where the matter involved affects only one
Class. As used in this SAI, the vote of a majority of the outstanding voting securities means, with respect to the Fund or a Portfolio,
the vote of the lesser of (i) 67% of the shares represented at a meeting if the holders of more than 50% of the outstanding
shares of the Fund or Portfolio, as the case may be, are present in person or by proxy, or (ii) more than 50% of the outstanding
shares of the Fund or Portfolio, as the case may be. Shareholders are entitled to one vote for each full share held, and fractional
votes for fractional shares held.
Shareholders are not entitled to any preemptive, subscription
or conversion rights and are freely transferable. All shares, when issued and paid for in accordance with the terms of the offering,
will be fully paid and non-assessable by the Fund. Each share of the applicable Class of a Portfolio is entitled to such dividends
and distributions out of the income earned on the assets belonging to that Portfolio as are declared in the discretion of the Fund’s
Board. In the event of the liquidation of a Portfolio, shares of each Class of the Portfolio are entitled to receive the assets
attributable to such Class of that Portfolio that are available for distribution based on the relative net assets of the applicable
Class.
Unless otherwise required by the 1940 Act, ordinarily it will
not be necessary for the Fund to hold annual meetings of shareholders. As a result, shareholders may not consider each year the
election of Directors or the appointment of independent auditors. However, the holders of at least 10% of the shares outstanding
and entitled to vote may require the Fund to hold a special meeting of shareholders for purposes of removing a Director from office.
Shareholders may remove a Director by the affirmative vote of a majority of the Fund’s outstanding voting shares. In addition,
the Board will call a meeting of shareholders for the purpose of electing Directors if, at any time, less than a majority of the
Directors then holding office have been elected by shareholders.
The Fund is a “series fund,” which is a mutual fund
divided into separate portfolios, each of which is treated as a separate entity for certain matters under the 1940 Act and for
other purposes. A shareholder of one portfolio is not deemed to be a shareholder of any other portfolio. For certain matters shareholders
vote together as a group; as to others they vote separately by portfolio.
All consideration received by the Fund for shares of one of
the Portfolios, and all assets in which such consideration is invested, will belong to that Portfolio (subject only to the rights
of creditors of the Fund) and will be subject to the liabilities related thereto. The income attributable to, and the expenses
of, one Portfolio would be treated separately from those of the other Portfolios. The Fund has the ability to create, from time
to time, new series without shareholder approval.
Rule 18f-2 under the 1940 Act provides that any matter required
to be submitted under the provisions of the 1940 Act or applicable state law or otherwise to the holders of the outstanding voting
securities of an investment company, such as the Fund, will not be deemed to have been effectively
acted upon unless approved by the holders of a majority of the outstanding shares of each portfolio affected by such matter. Rule
18f-2 further provides that a
portfolio shall be deemed to be affected by a matter unless it is clear that the interests of each
portfolio in the matter are identical or that the matter does not affect any interest of such portfolio. The Rule exempts the selection
of independent auditors and the election of Directors from the separate voting requirements of the rule.
Each Portfolio will send annual and semi-annual financial statements
to its shareholders.
The Fund’s Registration Statement, including the Prospectus,
the SAI and the exhibits filed therewith, may be examined at the office of the SEC in Washington, D.C. Statements contained in
the Prospectus or this SAI as to the content of any contract or other document referred to herein or in the Prospectus are not
necessarily complete, and, in each instance, reference is made to the copy of such contract or other document filed as an exhibit
to the Registration Statement, each such statement being qualified in all respects by such reference.
A special service is available to banks, brokers, investment
advisers, trust companies and others who have a number of accounts in the Fund. In addition to the regular Statement of Account
furnished to the registered holder after each transaction, a monthly summary of accounts can be provided. The monthly summary will
show for each account the account number, the month-end share balance and the dividends and distributions paid during the month.
For information on the special monthly summary of accounts, contact the Fund.
The “Dow Jones US Select Real Estate Securities IndexSM”
is a product of Dow Jones Indexes, a licensed trademark of CME Group Index Services LLC (“CME”), and has been licensed
for use. “Dow Jones®”, “Dow Jones US Select Real Estate Securities IndexSM” and “Dow
Jones Indexes” are service marks of Dow Jones Trademark Holdings, LLC (“Dow Jones”), have been licensed to CME and
have been sub-licensed for use for certain purposes by the Investment Manager. Realty Income Portfolio and Realty Equity Portfolio,
which compare their performance to the Dow Jones US Select Real Estate Securities IndexSM, are not sponsored, endorsed,
sold or promoted by Dow Jones, CME or their respective affiliates and Dow Jones, CME and their respective affiliates make no representation
regarding the advisability of investing in such product(s).
“Wells Fargo Hybrid and Preferred Securities” and
“WHPS” are service marks of Wells Fargo & Company. Wells Fargo & Company does not guarantee the accuracy or completeness
of the Wells Fargo Hybrid and Preferred Securities REIT Index (“WHPS”) and shall have no liability for any errors, omissions
or interruptions to publication. Wells Fargo & Company does not sponsor or advise any product or service that references WHPS,
nor does Wells Fargo & Company represent that any use of WHPS by any person is appropriate, suitable or fit for the uses to
which it is put.
BofA Merrill Lynch is licensing the BofA Merrill Lynch indices
“as is,” makes no warranties regarding the same, does not guarantee the suitability, quality, accuracy, timeliness, and/or
completeness of BofA Merrill Lynch indices or any data included in, related to, or derived therefrom, assumes no liability in connection
with their use, and does not sponsor, endorse, or recommend any company, or any of its products or services.
Counsel
and Independent Registered Public Accounting Firm
Legal matters in connection with the issuance of the shares
of the Fund offered hereby have been passed upon by Stroock & Stroock & Lavan LLP, 180 Maiden Lane, New York, New York
10038.
Deloitte & Touche LLP, 30 Rockefeller Plaza, New York, New
York 10112, is the independent registered public accounting firm for the Fund.
Appendix
A
RATING CATEGORIES
The following is a description of certain ratings assigned by
S&P and Moody’s.
S&P
An S&P issue credit rating is a forward-looking opinion
about the creditworthiness of an obligor with respect to a specific financial obligation, a specific class of financial obligations,
or a specific financial program (including ratings on medium-term note programs and commercial paper programs). It takes into consideration
the creditworthiness of guarantors, insurers or other forms of credit enhancement on the obligation and takes into account the
currency in which the obligation is denominated. The opinion reflects S&P’s view of the obligor’s capacity and
willingness to meet its financial commitments as they come due, and may assess terms, such as collateral security and subordination,
which could affect ultimate payment in the event of default.
Issue credit ratings can be either long term or short term.
Short-term ratings are generally assigned to those obligations considered short-term in the relevant market. In the US, for example,
that means obligations with an original maturity of no more than 365 days¾including
commercial paper. Short-term ratings are also used to indicate the creditworthiness of an obligor with respect to put features
on long-term obligations. The result is a dual rating, in which the short-term rating addresses the put feature, in addition to
the usual long-term rating. Medium-term notes are assigned long-term ratings.
Long-Term Issue Credit Ratings. Issue credit ratings
are based, in varying degrees, on S&P’s analysis of the following considerations:
| · | likelihood of payment¾capacity and willingness of the obligor to meet its financial
commitment on an obligation in accordance with the terms of the obligation; |
| · | nature of and provisions of the obligation; and |
| · | protection afforded by, and relative position of, the obligation in the event of bankruptcy, reorganization or other arrangement
under the laws of bankruptcy and other laws affecting creditors’ rights. |
Issue ratings are an assessment of default risk, but may incorporate
an assessment of relative seniority or ultimate recovery in the event of default. Junior obligations are typically rated lower
than senior obligations, to reflect the lower priority in bankruptcy, as noted above. (Such differentiation may apply when an entity
has both senior and subordinated obligations, secured and unsecured obligations, or operating company and holding company obligations.)
An obligation rated “AAA” has the highest
rating assigned by S&P. The obligor’s capacity to meet its financial commitment on the obligation is extremely strong.
An obligation rated “AA” differs from the
highest-rated obligations only to a small degree. The obligor’s capacity to meet its financial commitment on the obligation
is very strong.
An obligation rated “A” is somewhat more
susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories.
However, the obligor’s capacity to meet its financial commitment on the obligation is still strong.
An obligation rated “BBB” exhibits adequate
protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity
of the obligor to meet its financial commitment on the obligation.
Obligations rated “BB,” “B,”
“CCC,” “CC,” and “C” are regarded as having significant
speculative characteristics. “BB” indicates the least degree of speculation and “C” the highest. While
such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or
major exposures to adverse conditions.
An obligation rated “BB” is less vulnerable
to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial,
or economic conditions which could lead to the obligor’s inadequate capacity to meet its financial commitment on the obligation.
An obligation rated “B” is more vulnerable
to nonpayment than obligations rated “BB,” but the obligor currently has the capacity to meet its financial commitment
on the obligation. Adverse business, financial, or economic conditions will likely impair the obligor’s capacity or willingness
to meet its financial commitment on the obligation.
An obligation rated “CCC” is currently vulnerable
to nonpayment, and is dependent upon favorable business, financial and economic conditions for the obligor to meet its financial
commitment on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to
have the capacity to meet its financial commitment on the obligation.
An obligation rated “CC” is currently highly
vulnerable to nonpayment.
A “C” rating is assigned to obligations that
are currently highly vulnerable to nonpayment, obligations that have payment arrearages allowed by the terms of the documents,
or obligations of an issuer that is the subject of a bankruptcy petition or similar action which have not experienced a payment
default. Among others, the “C” rating may be assigned to subordinated debt, preferred stock or other obligations on
which cash payments have been suspended in accordance with the instrument’s terms or when preferred stock is the subject
of a distressed exchange offer, whereby some or all of the issue is either repurchased for an amount of cash or replaced by other
instruments having a total value that is less than par.
An obligation rated “D” is in payment default.
The “D” rating category is used when payments on an obligation, including a regulatory capital instrument, are not
made on the date due even if the applicable grace period has not expired, unless S&P believes that such payments will be made
during such grace period. The “D” rating also will be used upon the filing of a bankruptcy petition or the taking of
similar action if payments on an obligation are jeopardized. An obligation’s rating is lowered to “D” upon completion
of a distressed exchange offer, whereby some or all of the issue is either repurchased for an amount of cash or replaced by other
instruments having a total value that is less than par.
Note: The ratings from “AA” to “CCC”
may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories.
An “NR” indicates that no rating has been
requested, that there is insufficient information on which to base a rating, or that S&P does not rate a particular obligation
as a matter of policy.
Short-Term Issue Credit Ratings. A short-term obligation
rated “A-1” is rated in the highest category by S&P. The obligor’s capacity to meet its financial
commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates
that the obligor’s capacity to meet its financial commitment on these obligations is extremely strong.
A short-term obligation rated “A-2” is somewhat
more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories.
However, the obligor’s capacity to meet its financial commitment on the obligation is satisfactory.
A short-term obligation rated “A-3” exhibits
adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened
capacity of the obligor to meet its financial commitment on the obligation.
A short-term obligation rated “B” is regarded
as having significant speculative characteristics. Ratings of “B-1,” “B-2,” and “B-3” may be
assigned to indicate finer distinctions within the “B” category. The obligor currently has the capacity to meet its
financial commitment on the obligation; however, it faces major ongoing uncertainties which could lead to the obligor’s inadequate
capacity to meet its financial commitment on the obligation.
A short-term obligation rated “B-1” is regarded
as having significant speculative characteristics, but the obligor has a relatively stronger capacity to meet its financial commitments
over the short-term compared to other speculative-grade obligors.
A short-term obligation rated “B-2” is regarded
as having significant speculative characteristics, and the obligor has an average speculative-grade capacity to meet its financial
commitments over the short-term compared to other speculative-grade obligors.
A short-term obligation rated “B-3” is regarded
as having significant speculative characteristics, and the obligor has a relatively weaker capacity to meet its financial commitments
over the short-term compared to other speculative-grade obligors.
A short-term obligation rated “C” is currently
vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its
financial commitment on the obligation.
A short-term obligation rated “D” is in payment
default. The “D” rating category is used when payments on an obligation, including a regulatory capital instrument,
are not made on the date due even if the applicable grace period has not expired, unless S&P believes that such payments will
be made during such grace period. The “D” rating also will be used upon the filing of a bankruptcy petition or the
taking of a similar action if payments on an obligation are jeopardized.
Municipal Short-Term Note Ratings Definitions. An S&P
US municipal note rating reflects S&P’s opinion about the liquidity factors and market access risks unique to the notes.
Notes due in three years or less will likely receive a note rating. Notes with an original maturity of more than three years will
most likely receive a long-term debt rating. In determining which type of rating, if any, to assign, S&P analysis will review
the following considerations:
| · | amortization schedule¾the larger the final maturity relative to other maturities,
the more likely it will be treated as a note; and |
| · | source of payment¾the more dependent the issue is on the market for its refinancing,
the more likely it will be treated as a note. |
Note rating symbols are as follows:
SP-1 Strong capacity to pay principal and interest.
An issue determined to possess a very strong capacity to pay debt service is given a plus (+) designation.
SP-2 Satisfactory capacity to pay principal and interest,
with some vulnerability to adverse financial and economic changes over the term of the notes.
SP-3 Speculative capacity to pay principal and interest.
Moody’s
Long-Term Obligations Ratings and Definitions. Moody’s
long-term obligation ratings are opinions of the relative credit risk of fixed-income obligations with an original maturity of
one year or more. They address the possibility that a financial obligation will not be honored as promised. Such ratings reflect
both the likelihood of default and any financial loss suffered in the event of default.
Obligations rated “Aaa” are judged to be
of the highest quality, with minimal credit risk.
Obligations rated “Aa” are judged to be of
high quality and are subject to very low credit risk.
Obligations rated “A” are considered upper-medium
grade and are subject to low credit risk.
Obligations rated “Baa” are subject to moderate
credit risk. They are considered medium-grade and as such may possess certain speculative characteristics.
Obligations rated “Ba” are judged to have
speculative elements and are subject to substantial credit risk.
Obligations rated “B” are considered speculative
and are subject to high credit risk.
Obligations rated “Caa” are judged to be
of poor standing and are subject to very high credit risk.
Obligations rated “Ca” are highly speculative
and are likely in, or very near, default, with some prospect of recovery of principal and interest.
Obligations rated “C” are the lowest rated
class of bonds and are typically in default, with little prospect for recovery of principal or interest.
Note: Moody’s appends numerical modifiers 1, 2, and 3
to each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end
of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower
end of that generic rating category.
Short-Term Ratings. Moody’s short-term ratings
are opinions of the ability of issuers to honor short-term financial obligations. Ratings may be assigned to issuers, short-term
programs or to individual short-term debt instruments. Such obligations generally have an original maturity not exceeding thirteen
months, unless explicitly noted.
Moody’s employs the following designations to indicate
the relative repayment ability of rated issuers:
P-1 Issuers (or supporting institutions) rated Prime-1
have a superior ability to repay short-term debt obligations.
P-2 Issuers (or supporting institutions) rated Prime-2
have a strong ability to repay short-term debt obligations.
P-3 Issuers (or supporting institutions) rated Prime-3
have an acceptable ability to repay short-term obligations.
NP Issuers (or supporting institutions) rated Not
Prime do not fall within any of the Prime rating categories.
US Municipal Short-Term Debt and Demand
Obligation Ratings.
Short-Term Obligation Ratings. There
are three rating categories for short-term municipal obligations that are considered investment grade. These ratings are designated
as Municipal Investment Grade (“MIG”) and are divided into three levels—MIG 1 through MIG 3. In addition, those
short-term obligations that are of speculative quality are designated SG, or speculative grade. MIG ratings expire at the maturity
of the obligation.
| MIG 1 |
This designation denotes superior credit quality. Excellent protection is afforded by established cash flows, highly reliable liquidity support, or demonstrated broad-based access to the market for refinancing. |
| |
|
| MIG 2 |
This designation denotes strong credit quality. Margins of protection are ample, although not as large as in the preceding group. |
| |
|
| MIG 3 |
This designation denotes acceptable credit quality. Liquidity and cash flow protection may be narrow, and market access for refinancing is likely to be less well-established. |
| SG |
This designation denotes speculative-grade credit quality. Debt instruments in this category may lack sufficient margins of protection. |
Demand Obligation Ratings. In the case of variable rate
demand obligations (“VRDOs”), a two-component rating is assigned; a long- or short-term debt rating and a demand obligation
rating. The first element represents Moody’s evaluation of the degree of risk associated with scheduled principal and interest
payments. The second element represents Moody’s evaluation of the degree of risk associated with the ability to receive purchase
price upon demand (“demand feature”), using a variation of the MIG rating scale, the Variable Municipal Investment
Grade or VMIG rating.
When either the long- or short-term aspect of a VRDO is not
rated, that piece is designated NR, e.g., Aaa/NR or NR/VMIG 1.
VMIG rating expirations are a function of each issue’s
specific structural or credit features.
| VMIG 1 |
This designation denotes superior credit quality. Excellent protection is afforded by the superior short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand. |
| |
|
| VMIG 2 |
This designation denotes strong credit quality. Good protection is afforded by the strong short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand. |
| |
|
| VMIG 3 |
This designation denotes acceptable credit quality. Adequate protection is afforded by the satisfactory short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand. |
| |
|
| SG |
This designation denotes speculative-grade credit quality. Demand features rated in this category may be supported by a liquidity provider that does not have an investment grade short-term rating or may lack the structural and/or legal protections necessary to ensure the timely payment of purchase price upon demand. |
Appendix
B
PROXY VOTING POLICY
LAZARD ASSET MANAGEMENT LLC
Proxy Voting
Policy:
As a fiduciary, Lazard Asset Management LLC (the “Investment
Manager”) is obligated to vote proxies in the best interests of its clients. The Investment Manager has adopted a written
policy (the “Policy”) that is designed to ensure that it satisfies its fiduciary obligation. The Investment Manager
has developed a structure to attempt to ensure that proxy voting is conducted in an appropriate manner, consistent with clients’
best interests, and within the framework of the Policy.
The Investment Manager manages assets for a variety of clients,
including individuals, Taft-Hartley plans, governmental plans, foundations and endowments, corporations, investment companies and
other collective investment vehicles. Absent specific guidelines provided by a client, the Investment Manager’s policy is
to vote proxies on a given issue the same for all of its clients. The Policy is based on the view that, in its role as investment
adviser, the Investment Manager must vote proxies based on what it believes will maximize shareholder value as a long-term investor,
and that the votes it casts on behalf of all its clients are intended to accomplish that objective.
Procedures:
Administration and Implementation of Proxy Voting Process.
The Investment Manager’s proxy-voting process is administered by its Proxy Operations Department (“ProxyOps”),
which reports to the Investment Manager’s Chief Operating Officer. Oversight of the process is provided by the Investment
Manager’s Legal/Compliance Department and by a Proxy Committee consisting of senior officers of the Investment Manager. To
assist it in its proxy-voting responsibilities, the Investment Manager currently subscribes to several research and other proxy-related
services offered by Institutional Shareholder Services, Inc. (“ISS”), one of the world’s largest providers of
proxy-voting services. ISS provides the Investment Manager with its independent analysis and recommendation regarding virtually
every proxy proposal that the Investment Manager votes on behalf of its clients, with respect to both US and non-US securities.
The Investment Manager’s Proxy Committee has approved
specific proxy voting guidelines regarding the most common proxy proposals (the “Approved Guidelines”). These Approved
Guidelines provide that the Investment Manager should vote for or against the proposal, or that the proposal should be considered
on a case-by-case basis. The Investment Manager believes that its portfolio managers and global research analysts with knowledge
of the company (“Portfolio Management”) are in the best position to evaluate the impact that the outcome of a given
proposal will have on long-term shareholder value. Therefore, ProxyOps seeks Portfolio Management’s recommendation on all
proposals to be considered on a case-by-case basis. Portfolio Management is also given the opportunity to review all proposals
(other than routine proposals) where the Approved Guideline is to vote for or against, and, in compelling circumstances, to overrule
the Approved Guideline, subject to the Proxy Committee’s final determination. The Manager of ProxyOps may also consult with
the Investment Manager’s Chief Compliance Officer or the Proxy Committee concerning any proxy agenda or proposal.
Types of Proposals. Shareholders receive proxies involving
many different proposals. Many proposals are routine in nature, such as a non-controversial election of Directors or a change in
a company’s name. Other proposals are more complicated, such as items regarding corporate governance and shareholder rights,
changes to capital structure, stock option plans and other executive compensation issues, mergers and other significant transactions
and social or political issues. The Policy lists the Approved Guidelines for the most common proposals. New or unusual proposals
may be presented from time to time. Such proposals will be presented to Portfolio Management and discussed with the Proxy Committee
to determine how they should be voted, and an Approved Guideline will be adopted if appropriate.
Conflicts of Interest. The Policy recognizes that there
may be times when meeting agendas or proposals create the appearance of a material conflict of interest for the Investment Manager.
Should the appearance of such a conflict exist, the Investment Manager will seek to alleviate the conflict by voting consistent
with an Approved Guideline (to vote for or against), or, in situations where the Approved Guideline is to vote case-by-case, with
the recommendation of an independent source, currently ISS. If the recommendations of the two services offered by ISS, the Proxy
Advisor Service and the Proxy Voter Service, are not the same, the Investment Manager will obtain a recommendation from a third
independent source that provides proxy voting advisory services, and will defer to the majority recommendation. If a third independent
source is not available, the Investment Manager will follow the recommendation of ISS’s Proxy Advisor Service.
Funds. Each Fund is required to file a Form N-PX by August
31 each year containing a complete proxy voting record of the Fund for the twelve-month period ended the previous June 30. The
Investment Manager’s Proxy Operations team is responsible for maintaining the data necessary to complete this form and to
work, in conjunction with ISS, to generate the required information and to file this form annually. In addition, in the Fund’s
annual and semi-annual report to shareholders and in its Statement of Additional Information (“SAI”), the Fund must
include a statement indicating how to obtain the proxy voting record of the Fund for the most recent twelve month period and that
such record is available without charge. It should also indicate that such information is available on the SEC’s website.
The Legal/Compliance Department is responsible for ensuring that such information is included in the annual and semi-annual reports
and in the SAI.
THE LAZARD FUNDS, INC.
PART C. OTHER INFORMATION
| ITEM 28. |
EXHIBITS. |
| |
|
| (a) |
Articles of Incorporation, Articles of Amendment and Articles Supplementary(1), (2), (3), (6), (7), (8), (9), (10), (11), (12), (13), (14), (15), (16), (17), (18), (19), (20), (21), (22), * |
| |
|
| (b) |
By-Laws(8) |
| |
|
| (d)(1) |
Investment Management Agreement, as revised* |
| (d)(2) |
Expense Limitation Agreement, as revised* |
| |
|
| (e) |
Distribution Agreement, as revised(7) |
| |
|
| (g) |
Amended and Restated Custodian Contract(1) |
| |
|
| (h)(1) |
Revised Transfer Agency and Service Agreement(1) |
| (h)(2) |
Amendment to Revised Transfer Agency and Service Agreement(1) |
| (h)(3) |
Administration Agreement(4) |
| |
|
| (i) |
Opinion and Consent of Counsel(5) |
| |
|
| (m)(1) |
Distribution and Servicing Plan, as revised* |
| (m)(2) |
Form of Financial Intermediary Agreement(18) |
| |
|
| (n) |
18f-3 Plan, as revised* |
| |
|
| (p) |
Code of Ethics(16) |
Other Exhibits:
| (s)(1) |
Powers of Attorney of Board Members (except Trevor M. Morrison and Franci J. Blassberg)(9) |
| (s)(2) |
Power of Attorney of Trevor M. Morrison (23) |
| (s)(3) |
Power of Attorney of Franci J. Blassberg** |
| * |
Filed herewith. |
| ** |
To be filed by amendment. |
| 1. |
Incorporated by reference from Registrant’s Post-Effective Amendment No. 28 filed with the Securities and Exchange Commission (the “SEC”) on April 29, 2003. |
| 2. |
Incorporated by reference from Registrant’s Post-Effective Amendment No. 22 filed with the SEC on December 29, 2000. |
| 3. |
Incorporated by reference from Registrant’s Post-Effective Amendment No. 25 filed with the SEC on April 30, 2001. |
| 4. |
Incorporated by reference from Registrant’s Post-Effective Amendment No. 8 filed with the SEC on October 13, 1995. |
| 5. |
Incorporated by reference from Registrant’s Post-Effective Amendment No. 9 filed with the SEC on December 27, 1995. |
| 6. |
Incorporated by reference from Registrant’s Post-Effective Amendment No. 31 filed with the SEC on December 3, 2004. |
| 7. |
Incorporated by reference from Registrant’s Post-Effective Amendment No. 34 filed with the SEC on July 20, 2005. |
| 8. |
Incorporated by reference from Registrant’s Post-Effective Amendment No. 38 filed with the SEC on February 27, 2006. |
| 9. |
Incorporated by reference from Registrant’s Post-Effective Amendment No. 42 filed with the SEC on February 13, 2008. |
| 10. |
Incorporated by reference from Registrant’s Post-Effective Amendment No. 44 filed with the SEC on April 29, 2008. |
| 11. |
Incorporated by reference from Registrant’s Post-Effective Amendment No. 48 filed with the SEC on September 24, 2008. |
| 12. |
Incorporated by reference from Registrant’s Post-Effective Amendment No. 51 filed with the SEC on December 22, 2009. |
| 13. |
Incorporated by reference from Registrant’s Post-Effective Amendment No. 53 filed with the SEC on April 9, 2010. |
| 14. |
Incorporated by reference from Registrant’s Post-Effective Amendment No. 58 filed with the SEC on March 25, 2011. |
| 15. |
Incorporated by reference from Registrant’s Post-Effective Amendment No. 62 filed with the SEC on August 12, 2011. |
| 16. |
Incorporated by reference from Registrant’s Post-Effective Amendment No. 65 filed with the SEC on November 17, 2011. |
| 17. |
Incorporated by reference from Registrant’s Post-Effective Amendment No. 67 filed with the SEC on April 27, 2012. |
| 18. |
Incorporated by reference from Registrant’s Post-Effective Amendment No. 69 filed with the SEC on May 23, 2012. |
| 19. |
Incorporated by reference from Registrant’s Post-Effective Amendment No. 74 filed with the SEC on June 25, 2013. |
| 20. |
Incorporated by reference from Registrant’s Post-Effective Amendment No. 79 filed with the SEC on October 22, 2013. |
| 21. |
Incorporated by reference from Registrant’s Post-Effective Amendment No. 81 filed with the SEC on November 27, 2013. |
| 22. |
Incorporated by reference from Registrant’s Post-Effective Amendment No. 86 filed with the SEC on April 28, 2014. |
| 23. |
Incorporated by reference from Registrant’s Post-Effective Amendment No. 88 filed with the SEC on June 13, 2014. |
| ITEM 29. |
PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT. |
| |
|
| |
None. |
| |
|
| ITEM 30. |
INDEMNIFICATION. |
Reference is made to Article EIGHTH of Registrant’s Articles
of Incorporation filed as Exhibit (a) and to Section 2-418 of the Maryland General Corporation Law. The application of these provisions
is limited by Article VI of Registrant’s By-Laws filed as Exhibit (b) and by the following undertaking set forth in the rules promulgated
by the SEC:
| Insofar as indemnification for liabilities arising under the Securities Act of 1933, as
amended, may be permitted to directors, officers and controlling persons of Registrant pursuant to the foregoing provisions,
or otherwise, Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as
expressed in such Act and is, therefore, unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by Registrant of expenses incurred or paid by a director, officer or controlling person
of Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, Registrant will unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in such Act and will be governed by the final adjudication of
such issue. |
Reference also is made to the Investment Management Agreement
and the Distribution Agreement filed as Exhibits (d) and (e), respectively.
| ITEM 31. | BUSINESS
AND OTHER CONNECTIONS OF INVESTMENT ADVISER. |
The descriptions of personnel of Lazard Asset Management LLC
(“LAM”) under the Captions “Fund Management” in the Prospectus and “Management” in the Statement
of Additional Information constituting Parts A and B, respectively, of this Registration Statement are incorporated by reference
herein. The following is a list of the directors and senior officers of the Investment Manager. None of the persons listed below
has had other business connections of a substantial nature during the past two fiscal years.
Title / Name
Directors
Kenneth M. Jacobs
Alexander F. Stern
Chief Executive Officer and Director
Ashish Bhutani
Deputy Chairmen
Charles Carroll
Andrew Lacey
John Reinsberg
Chairman USA
Robert P. DeConcini
Senior Managing Directors
Andreas Hubner
Robert Prugue
Bill Smith
Managing Directors
Jennifer Abate
Aaron Barnfather
Ardra Belitz
Michael Bennett
Christopher Blake
Nicholas Bratt
Charles Burgdorf
Rhett Brown
Irene Cheng
Rohit Chopra
David Cleary
Kenneth Colton
Robert Connin
Alan Custis
Kun Deng
Henry Detering
James Donald
Anthony Dote, Jr.
Yury Dubrovsky
Christian Eckert
Robert Failla
Michael Fry
Jeffrey Gould
Timothy Griffen
Peter Hunsberger
Yugo Ishida
Jai Jacob
Dwight Jacobsen
Arif Joshi
Yvette Klevan
Werner Krämer
Matthias Kruse
Jay Leupp
Mark Little
Carmine Lizza
Gerald B. Mazzari
Thomas McManus
Jonathan Morris
Andrew Norris
Kevin O’Hare
Prateek Pant
Nathan A. Paul
David Pizzimenti
Michael Powers
Ganesh Ramachandran
Joe Ramos
Shaka Rasheed
Sean Reynolds
Susan Roberts
Patrick Ryan
James Schachtel
Ulrich Schweiger
Denise Simon
Manish Singhai
Darrin Sokol
Craig Straub
Jeremy Taylor
Ronald Temple
Richard Tutino
George Varino
Louisa Vincent
Kelly Ward
Mike Wariebi
Merida Welles
Christopher Whitney
David Willis
| ITEM 32. |
PRINCIPAL UNDERWRITERS. |
| |
(a) |
Lazard Asset Management Securities LLC, a Delaware limited liability company, is the principal underwriter of the Registrant and also serves as the principal underwriter of Lazard Retirement Series, Inc. |
| |
|
|
| |
(b) |
The following information is given regarding directors and officers of Lazard Asset Management Securities LLC, whose principal business address is 30 Rockefeller Plaza, New York, New York 10112. |
| Name |
|
Position and Offices with
Underwriter |
|
Position and Offices with
Registrant |
| Charles L. Carroll |
|
Chief Executive Officer |
|
President and Director |
| Gerald B. Mazzari |
|
Chief Financial Officer and Chief Operating Officer |
|
None |
| Nathan A. Paul |
|
Chief Legal Officer |
|
Secretary |
| ITEM 33. |
LOCATION OF ACCOUNTS AND RECORDS. |
The majority of the accounts, books and other documents required
to be maintained by Section 31(a) of the Investment Company Act of 1940, as amended, and the rules thereunder are maintained as
follows: journals, ledgers, securities records and other original records are maintained primarily at the offices of Registrant’s
custodian, State Street Bank and Trust Company. All other records so required to be maintained are maintained at the offices of
LAM, 30 Rockefeller Plaza, New York, New York 10112.
| ITEM 34. |
MANAGEMENT SERVICES. |
| |
|
| |
Not applicable. |
| |
|
| ITEM 35. |
UNDERTAKINGS. |
| |
|
| |
None. |
SIGNATURES
Pursuant to the requirements of
the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies
that it meets all the requirements for effectiveness of the Registration Statement under Rule 485(b) of the Securities Act of 1933
and has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, and State of New York, on the 27th day of August, 2014.
| |
THE LAZARD FUNDS, INC. |
|
| |
|
|
|
| |
By: |
/s/ Charles L. Carroll |
|
| |
|
Charles L. Carroll, Chief Executive Officer |
|
Pursuant to the requirements of the Securities Act of 1933,
this Amendment to Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| /s/
Charles L. Carroll |
|
President and Director |
|
August 27, 2014 |
| Charles L. Carroll |
|
|
|
|
| |
|
|
|
|
| /s/ Stephen St.
Clair |
|
Treasurer and Chief Financial Officer |
|
August 27, 2014 |
| Stephen St. Clair |
|
|
|
|
| |
|
|
|
|
| /s/ Ashish Bhutani |
|
Director |
|
August 27, 2014 |
| Ashish Bhutani |
|
|
|
|
| |
|
|
|
|
| /s/ Kenneth S.
Davidson* |
|
Director |
|
August 27, 2014 |
| Kenneth S. Davidson |
|
|
|
|
| |
|
|
|
|
| /s/ Nancy A.
Eckl* |
|
Director |
|
August 27, 2014 |
| Nancy A. Eckl |
|
|
|
|
| |
|
|
|
|
| /s/ Trevor M.
Morrison* |
|
Director |
|
August 27, 2014 |
| Trevor M. Morrison |
|
|
|
|
| |
|
|
|
|
| /s/ Leon M. Pollack* |
|
Director |
|
August 27, 2014 |
| Leon M. Pollack |
|
|
|
|
| |
|
|
|
|
| /s/ Richard Reiss,
Jr.* |
|
Director |
|
August 27, 2014 |
| Richard Reiss,
Jr. |
|
|
|
|
| |
|
|
|
|
| /s/ Robert M.
Solmson* |
|
Director |
|
August 27, 2014 |
| Robert M. Solmson |
|
|
|
|
| *By: |
/s/ Nathan A. Paul |
|
| |
Attorney-in-fact, Nathan A. Paul |
|
EXHIBIT INDEX
| (a) |
Articles Supplementary |
| (d)(1) |
Investment Management Agreement, as revised |
| (d)(2) |
Expense Limitation Agreement, as revised |
| (m)(1) |
Distribution and Servicing Plan, as revised |
| (n) |
18f-3 Plan, as revised |
