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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
| | |
Investment Company Act file number | | 811-08885 |
Hewitt Series Trust
|
(Exact name of registrant as specified in charter) |
| | |
100 Half Day Road Lincolnshire, IL | | 60069 |
(Address of principal executive offices) | | (Zip code) |
Peter Ross 100 Half Day Road Lincolnshire, IL 60069
|
(Name and address of agent for service) |
Registrant’s telephone number, including area code: 847-295-5000
Date of fiscal year end: December 31, 2006
Date of reporting period: June 30, 2006
Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 0549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.
Item 1. | Reports to Stockholders. |
(Semi-Annual Report for the period 1/1/06 through 6/30/06 is filed herewith)
TABLE OF CONTENTS
![LOGO](https://capedge.com/proxy/N-CSRS/0001193125-06-183388/g45523img.jpg)
Hewitt Series Trust
Hewitt Money Market Fund
Semi–Annual Report
June 30, 2006
HEWITT SERIES TRUST
SHAREHOLDER EXPENSES
As a shareholder of a Hewitt Series Trust Fund, you incur ongoing costs, including management fees and other fund expenses. The following example is intended to help you understand your ongoing costs (in dollars and cents) of investing in a share class of the Fund and to compare these costs with the ongoing costs of investing in other funds.
The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from January 1, 2006 to June 30, 2006.
Actual Expenses
The first line under each share class of the Fund in the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line for your share class of the Fund under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The second line under each share class of the Fund in the table below provides information about hypothetical account values and hypothetical expenses based on each share class’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your share class of the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs. Therefore, the second line under each share class of the Fund in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.
| | | | | | | | | | | | |
Hewitt Money Market Fund | | Beginning Account Value (January 1, 2006) | | Ending Account Value (June 30, 2006) | | Annualized Expense Ratio† | | | Expenses Paid During Period* (January 1 to June 30, 2006) |
Administrative Shares | | | | | | | | | | | | |
Actual | | $ | 1,000.00 | | $ | 1,019.20 | | 0.95 | % | | $ | 4.76 |
Hypothetical (5% return before expenses) | | | 1,000.00 | | | 1,020.08 | | 0.95 | | | | 4.76 |
Institutional Shares | | | | | | | | | | | | |
Actual | | | 1,000.00 | | | 1,010.00 | | 0.45 | | | | 0.98 |
Hypothetical (5% return before expenses) | | | 1,000.00 | | | 1,009.85 | | 0.45 | | | | 0.98 |
† | This ratio includes the Fund’s share of expenses charged to the corresponding Master Portfolio. |
* | The Administrative Shares expenses are calculated using the share class’s annualized expense ratio (as disclosed in the table), multiplied by the average account value for the period, multiplied by the number of days in the period (181 days) and divided by the number of days in the year (365 days). Expenses for the Institutional Shares, which commenced operations on April 12, 2006, are calculated using the share class’s annualized expense ratio (as disclosed in the table), multiplied by the average account value for the period, multiplied by the number of days in the period (79), and divided by the number of days in the year (365 days). |
1
HEWITT MONEY MARKET FUND
STATEMENT OF ASSETS AND LIABILITIES
June 30, 2006 (Unaudited)
| | | | |
ASSETS | | | | |
In Money Market Master Portfolio (“Master Portfolio”), at market value (Note 1) | | $ | 264,882,826 | |
Receivables: | | | | |
Due from Hewitt Financial Services LLC (Note 2) | | | 984 | |
| | | | |
Total Assets | | | 264,883,810 | |
| | | | |
LIABILITIES | | | | |
Payables: | | | | |
Distribution to shareholders | | | 915,817 | |
Due to Trustees | | | 11,286 | |
Due to Hewitt Associates LLC (Note 2) | | | 188,117 | |
Accrued shareholder servicing fees | | | 94,434 | |
Accrued expenses | | | 39,741 | |
| | | | |
Total Liabilities | | | 1,249,395 | |
| | | | |
NET ASSETS | | $ | 263,634,415 | |
| | | | |
Net assets consist of: | | | | |
Paid-in capital | | | 263,635,252 | |
Distributions in excess of net investment income | | | (1,303 | ) |
Undistributed net realized gain | | | 466 | |
| | | | |
NET ASSETS | | $ | 263,634,415 | |
| | | | |
Administrative Shares | | | | |
Net assets | | $ | 172,741,558 | |
| | | | |
Shares outstanding | | | 172,740,408 | |
| | | | |
Net asset value and offering price per share | | $ | 1.00 | |
| | | | |
Institutional Shares | | | | |
Net assets | | $ | 90,892,857 | |
| | | | |
Shares outstanding | | | 90,893,140 | |
| | | | |
Net asset value and offering price per share | | $ | 1.00 | |
| | | | |
The accompanying notes are an integral part of these financial statements.
2
HEWITT MONEY MARKET FUND
STATEMENT OF OPERATIONS
For the Six Months Ended June 30, 2006 (Unaudited)
| | | | |
NET INVESTMENT INCOME ALLOCATED FROM MASTER PORTFOLIO | | | | |
Interest | | $ | 4,435,370 | |
Expenses(a) | | | (74,129 | ) |
| | | | |
Net investment income allocated from Master Portfolio | | | 4,361,241 | |
| | | | |
FUND EXPENSES (Note 2) | | | | |
Administration fees | | | 460,065 | |
Shareholder servicing fees - Administrative Shares | | | 185,915 | |
Fund accounting & transfer agent fees | | | 43,947 | |
Legal fees | | | 18,060 | |
Audit fees | | | 11,600 | |
Printing costs | | | 15,216 | |
Registration costs | | | 72,077 | |
Trustees fees | | | 10,562 | |
| | | | |
Total fund expenses | | | 817,442 | |
| | | | |
Fees reimbursed by Hewitt Associates LLC (Note 2) | | | (106,366 | ) |
| | | | |
Total Net Expenses | | | 711,076 | |
| | | | |
NET INVESTMENT INCOME | | | 3,650,165 | |
| | | | |
REALIZED GAIN (LOSS) ALLOCATED FROM MASTER PORTFOLIO | | | | |
Net realized loss | | | (6 | ) |
| | | | |
Net loss on investments | | | (6 | ) |
| | | | |
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS | | $ | 3,650,159 | |
| | | | |
(a) | Net of investment advisory fee waivers by the Master Portfolio’s investment adviser in the amount of $18,194. |
The accompanying notes are an integral part of these financial statements.
3
HEWITT MONEY MARKET FUND
STATEMENTS OF CHANGES IN NET ASSETS
| | | | | | | | |
| | For the Six Months Ended June 30, 2006 (Unaudited) | | | For the Year Ended December 31, 2005 | |
INCREASE (DECREASE) IN NET ASSETS | | | | | | | | |
Operations: | | | | | | | | |
Net investment income | | $ | 3,650,165 | | | $ | 2,726,455 | |
Net realized gain (loss) | | | (6 | ) | | | 499 | |
| | | | | | | | |
Net increase in net assets resulting from operations | | | 3,650,159 | | | | 2,726,954 | |
| | | | | | | | |
Distributions to shareholders: | | | | | | | | |
From net investment income | | | | | | | | |
Administrative Shares | | | (2,868,626 | ) | | | (2,726,698 | ) |
Institutional Shares | | | (785,456 | ) | | | — | |
| | | | | | | | |
| | | (3,654,082 | ) | | | (2,726,698 | ) |
| | | | | | | | |
Total distributions to shareholders | | | (3,654,082 | ) | | | (2,726,698 | ) |
| | | | | | | | |
Capital share transactions (Note 3): | | | | | | | | |
Net capital share transactions | | | | | | | | |
Administrative Shares | | | 43,280,079 | | | | 36,091,928 | |
Institutional Shares | | | 90,893,140 | | | | — | |
| | | | | | | | |
Net increase in net assets resulting from capital share transactions | | | 134,173,219 | | | | 36,091,928 | |
| | | | | | | | |
Increase in net assets | | | 134,169,296 | | | | 36,092,184 | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 129,465,119 | | | | 93,372,935 | |
| | | | | | | | |
End of period | | $ | 263,634,415 | | | $ | 129,465,119 | |
| | | | | | | | |
Undistributed (distributions in excess of) net investment income included in net assets at end of period | | $ | (1,303 | ) | | $ | 2,614 | |
| | | | | | | | |
The accompanying notes are an integral part of these financial statements.
4
HEWITT MONEY MARKET FUND
FINANCIAL HIGHLIGHTS
(For a share outstanding throughout each period)
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Administrative Shares | |
| | Six months ended Jun. 30, 2006 (Unaudited) | | | Year ended Dec. 31, 2005 | | | Year ended Dec. 31, 2004 | | | Year ended Dec. 31, 2003 | | | Year ended Dec. 31, 2002 | | | Year ended Dec. 31, 2001 | |
Net asset value, beginning of period | | $ | 1.00 | | | $ | 1.00 | | | $ | 1.00 | | | $ | 1.00 | | | $ | 1.00 | | | $ | 1.00 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Income from investment operations: | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | 0.02 | | | | 0.02 | | | | 0.00 | (a) | | | 0.00 | (a) | | | 0.01 | | | | 0.03 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total from investment operations | | | 0.02 | | | | 0.02 | | | | 0.00 | | | | 0.00 | | | | 0.01 | | | | 0.03 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Less distributions from: | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.02 | ) | | | (0.02 | ) | | | (0.00 | )(a) | | | (0.00 | )(a) | | | (0.01 | ) | | | (0.03 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total distributions | | | (0.02 | ) | | | (0.02 | ) | | | (0.00 | ) | | | (0.00 | ) | | | (0.01 | ) | | | (0.03 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net asset value, end of period | | $ | 1.00 | | | $ | 1.00 | | | $ | 1.00 | | | $ | 1.00 | | | $ | 1.00 | | | $ | 1.00 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total return | | | 1.92 | %(b) | | | 2.37 | % | | | 0.49 | % | | | 0.31 | % | | | 0.98 | % | | | 3.36 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental data: | | | | | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000s) | | $ | 172,742 | | | $ | 129,465 | | | $ | 93,373 | | | $ | 89,976 | | | $ | 77,505 | | | $ | 66,254 | |
Ratio of net expenses to average net assets(c) | | | 0.95 | % | | | 0.95 | % | | | 0.95 | % | | | 0.95 | % | | | 0.95 | % | | | 0.95 | % |
Ratio of expenses to average net assets prior to waived fees and reimbursed expenses(c) | | | 1.10 | % | | | 1.15 | % | | | 1.18 | % | | | 1.19 | % | | | 1.34 | % | | | 1.36 | % |
Ratio of net investment income to average net assets(c) | | | 3.85 | % | | | 2.41 | % | | | 0.50 | % | | | 0.30 | % | | | 0.98 | % | | | 3.31 | % |
Ratio of net investment income to average net assets prior to waived fees and reimbursed expenses(c) | | | 3.70 | % | | | 2.21 | % | | | 0.27 | % | | | 0.06 | % | | | 0.59 | % | | | 2.90 | % |
(a) | Rounds to less than $0.01. |
(c) | Annualized for periods of less than one year. Ratio reflects the expenses of both the Fund and its corresponding Master Portfolio. |
The accompanying notes are an integral part of these financial statements.
5
HEWITT MONEY MARKET FUND
FINANCIAL HIGHLIGHTS
(For a share outstanding throughout the period)
| | | | |
| | Institutional Shares | |
| | Period from Apr. 12, 2006(a) to Jun. 30, 2006 (Unaudited) | |
Net asset value, beginning of period | | $ | 1.00 | |
| | | | |
Income from investment operations: | | | | |
Net investment income | | | 0.01 | |
| | | | |
Total from investment operations | | | 0.01 | |
| | | | |
Less distributions from: | | | | |
Net investment income | | | (0.01 | ) |
| | | | |
Total distributions | | | (0.01 | ) |
| | | | |
Net asset value, end of period | | $ | 1.00 | |
| | | | |
Total return | | | 1.00 | %(b) |
| | | | |
Ratios/Supplemental data: | | | | |
Net assets, end of period (000s) | | $ | 90,893 | |
Ratio of net expenses to average net assets(c) | | | 0.45 | % |
Ratio of expenses to average net assets prior to waived fees and reimbursed expenses(c) | | | 0.53 | % |
Ratio of net investment income to average net assets(c) | | | 4.60 | % |
Ratio of net investment income to average net assets prior to waived fees and reimbursed expenses(c) | | | 4.52 | % |
(a) | Commencement of operations. |
(c) | Annualized for periods of less than one year. Ratio reflects the expenses of both the Fund and its corresponding Master Portfolio. |
The accompanying notes are an integral part of these financial statements.
6
HEWITT SERIES TRUST
NOTES TO FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies
Hewitt Money Market Fund (the “Fund”) is a diversified series of Hewitt Series Trust (the “Trust”), an open-end management investment company registered under the Investment Company Act of 1940, as amended. The Trust was established as a Delaware statutory trust organized pursuant to a Declaration of Trust on July 7, 1998.
These financial statements relate only to the Administrative and Institutional Shares of the Fund. Both classes of shares have equal rights to assets and earnings, and differ principally in administration fees.
Under the Fund’s organizational documents, the officers and trustees are indemnified against certain liabilities that may arise out of the performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts with service providers that contain general indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
The following significant accounting policies are consistently followed by the Trust in the preparation of its financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for investment companies. The preparation of the financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Investment Policy and Security Valuation
The Fund invests substantially all of its assets in the Money Market Master Portfolio (the “Master Portfolio”), a series of Master Investment Portfolio (“MIP”). The Master Portfolio has the same investment objective as the Fund. The value of the Fund’s investment in the Master Portfolio reflects the Fund’s interest in the net assets of the Master Portfolio (4.40% for the Fund as of June 30, 2006).
The method by which the Master Portfolio values its securities is discussed in Note 1 of the Master Portfolio’s Notes to Financial Statements, which are included elsewhere in this report.
Security Transactions and Income Recognition
The Fund records daily its proportionate interest in the net investment income and realized and unrealized gains and losses of the Master Portfolio.
The performance of the Fund is directly affected by the performance of the Master Portfolio. The financial statements of the Master Portfolio, including the Schedule of Investments, are included elsewhere in this report and should be read in conjunction with the Fund’s financial statements.
Federal Income Taxes
The Fund is treated as a separate entity for federal income tax purposes. It is the policy of the Trust that the Fund continue to qualify as a regulated investment company by complying with the provisions under Subchapter M of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies, and to distribute substantially all of its investment company taxable income and any net realized gains (after taking into account any capital loss carryforwards) sufficient to relieve it from all, or substantially all, federal income and excise taxes. Accordingly, no provision for federal taxes was required at June 30, 2006.
7
HEWITT SERIES TRUST
NOTES TO FINANCIAL STATEMENTS—Continued
Dividends and Distributions to Shareholders
Dividends to shareholders from net investment income of the Fund are declared daily and distributed monthly. Distributions to shareholders from capital gains, if any, are declared and distributed annually, generally in December.
2. Agreements and Other Transactions with Affiliates
Hewitt Associates LLC (“Hewitt Associates”) provides administrative services to the Fund. The Fund pays Hewitt Associates a monthly fee calculated at an annual rate of 0.55% of the Administrative Shares average daily net assets and 0.30% of the Institutional Shares average daily net assets for these services. Hewitt Associates has agreed to waive its fees or absorb expenses of the Fund to the extent necessary to assure that total ordinary operating expenses (excluding interest, brokerage commissions and extraordinary expenses) on an annual basis, do not exceed 0.95% of the average daily net assets of the Administrative Shares and 0.45% of the average daily net assets of the Institutional Shares of the Fund. Hewitt Associates may not modify or terminate this waiver agreement without approval of the Board of Trustees of the Trust. For the six months ended June 30, 2006, Hewitt Associates reimbursed the Fund $95,984 and $10,382, for the Administrative Shares and Institutional Shares, respectively, for expenses related to this agreement.
Beginning May 1, 2006, Hewitt Associates and Barclays Global Investors N.A. (“BGI”) have entered into a sub-administration agreement, pursuant to which BGI provides services to the Fund and its shareholders, including maintenance of books and records; preparation of reports; and other administrative support services. For the services under this sub-administration agreement, Hewitt Associates pays BGI a fee equal to 0.03% of the average daily net assets of the Fund.
Hewitt Financial Services LLC serves as the Distributor of the Fund. Hewitt Financial Services LLC does not receive a fee from the Fund for its distribution services.
Hewitt Financial Services LLC also serves as the Shareholder Servicing Agent for the Fund’s Administrative Shares. As Shareholder Servicing Agent, Hewitt Financial Services LLC is responsible for maintaining records showing the number of shares of the Fund owned by investors who have purchased shares through Hewitt Financial Services LLC. In addition, Hewitt Financial Services LLC sends all shareholder communications relating to the Administrative Shares to shareholders or arranges for these materials to be sent. For these services, the Fund pays Hewitt Financial Services LLC a monthly fee calculated at an annual rate of 0.25% of the Administrative Shares’ average daily net assets.
The Hewitt Series Trust pursues its investment objectives by investing in the Money Market Master Portfolio, which is a series of the Master Investment Portfolio. The Money Market Master Portfolio has the same investment objectives and substantially the same investment policies as the Trust. Barclays Global Fund Advisors, Inc. serves as the Portfolio’s investment advisor. As such, the Trust does not itself have an investment advisor.
8
HEWITT SERIES TRUST
NOTES TO FINANCIAL STATEMENTS—Continued
3. Capital Share Transactions
As of June 30, 2006, there was an unlimited number of shares of $0.001 par value capital stock authorized by the Fund. Transactions in capital shares for the Administrative and Institutional Shares of the Fund were as follows:
| | | | | | | | | | | | | | |
| | Six Months Ended June 30, 2006 (Unaudited) | | | For the Year Ended December 31, 2005 | |
| | Shares | | | Amount | | | Shares | | | Amount | |
Administrative Shares | | | | | | | | | | | | | | |
Shares Issued and Redeemed: | | | | | | | | | | | | | | |
Shares sold | | 85,701,750 | | | $ | 85,701,750 | | | 116,045,897 | | | $ | 116,045,897 | |
Shares issued in reinvestments of dividends | | 2,649,952 | | | | 2,649,952 | | | 2,464,724 | | | | 2,464,724 | |
Shares redeemed | | (45,071,623 | ) | | | (45,071,623 | ) | | (82,418,693 | ) | | | (82,418,693 | ) |
| | | | | | | | | | | | | | |
Net increase | | 43,280,079 | | | $ | 43,280,079 | | | 36,091,928 | | | $ | 36,091,928 | |
| | | | | | | | | | | | | | |
| | | |
| | Period Ended June 30, 2006 (Unaudited)(a) | | | | | | | |
| | Shares | | | Amount | | | | | | | |
Institutional Shares | | | | | | | | | | | | | | |
Shares Issued and Redeemed: | | | | | | | | | | | | | | |
Shares sold | | 103,295,921 | | | $ | 103,295,921 | | | | | | | | |
Shares issued in reinvestments of dividends | | 447,476 | | | | 447,476 | | | | | | | | |
Shares redeemed | | (12,850,257 | ) | | | (12,850,257 | ) | | | | | | | |
| | | | | | | | | | | | | | |
Net increase | | 90,893,140 | | | $ | 90,893,140 | | | | | | | | |
| | | | | | | | | | | | | | |
(a) | For the period from April 12, 2006 (commencement of operations) to June 30, 2006. |
9
HEWITT SERIES TRUST
PROXY VOTING (Unaudited)
The Fund filed form N-PX with the complete proxy voting record for the 6 months ended June 30, 2006. The Hewitt Money Market Fund did not hold any voting securities and accordingly did not vote any proxies during the reporting period. Because the Fund invests exclusively in non-voting securities, the Fund is not required to describe the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities. The Form filed is available (i) without charge, upon request, by calling the Fund toll-free at 1-800-890-3200, and (ii) on the SEC’s website at (www.sec.gov).
10
MONEY MARKET MASTER PORTFOLIO
June 30, 2006 (Unaudited)
Schedule of Investments
| | | | | | |
Security | | Face Amount | | Value |
CERTIFICATES OF DEPOSIT—3.07% | | | | | | |
Calyon | | | | | | |
5.18%, 03/30/07 | | $ | 50,000,000 | | $ | 50,000,000 |
Svenska Handelsbanken NY | | | | | | |
4.50%, 10/16/06 | | | 25,000,000 | | | 25,000,000 |
Toronto-Dominion Bank | | | | | | |
3.94%, 07/10/06 | | | 35,000,000 | | | 35,000,000 |
Wells Fargo Bank N.A. | | | | | | |
4.80%, 01/29/07 | | | 75,000,000 | | | 74,983,164 |
| | | | | | |
TOTAL CERTIFICATES OF DEPOSIT (Cost: $184,983,164) | | | | | | 184,983,164 |
| | | | | | |
COMMERCIAL PAPER—7.82% | | | | | | |
Amstel Funding Corp. | | | | | | |
5.20%, 11/21/06(1) | | | 60,000,000 | | | 58,760,667 |
5.32%, 07/13/06(1) | | | 36,958,000 | | | 36,892,461 |
Cancara Asset Securitisation Ltd. | | | | | | |
5.30%, 07/13/06(1) | | | 140,179,000 | | | 139,931,351 |
5.31%, 07/07/06(1) | | | 50,066,000 | | | 50,021,691 |
Citigroup Funding Inc. | | | | | | |
5.27%, 07/21/06 | | | 35,000,000 | | | 34,897,625 |
General Electric Capital Corp. | | | | | | |
5.30%, 07/03/06 | | | 150,000,000 | | | 149,955,833 |
| | | | | | |
TOTAL COMMERCIAL PAPER (Cost: $470,459,628) | | | | | | 470,459,628 |
| | | | | | |
MEDIUM-TERM NOTES—3.33% | | | | | | |
Cullinan Finance Corp. | | | | | | |
5.07%, 02/26/07(1) | | | 70,000,000 | | | 70,000,000 |
5.18%, 03/15/07(1) | | | 20,000,000 | | | 20,000,000 |
Marshall & Ilsley Bank | | | | | | |
5.18%, 12/15/06 | | | 50,000,000 | | | 50,076,409 |
Sigma Finance Inc. | | | | | | |
4.50%, 10/16/06(1) | | | 25,000,000 | | | 25,000,000 |
5.35%, 04/27/07(1) | | | 35,000,000 | | | 34,997,116 |
| | | | | | |
TOTAL MEDIUM-TERM NOTES (Cost: $200,073,525) | | | | | | 200,073,525 |
| | | | | | |
TIME DEPOSITS—5.59% | | | | | | |
Branch Banking & Trust | | | | | | |
5.22%, 07/03/06 | | | 130,491,000 | | | 130,491,000 |
JP Morgan Chase Bank N.A. | | | | | | |
5.25%, 07/03/06 | | | 150,000,000 | | | 150,000,000 |
Societe Generale | | | | | | |
5.32%, 07/03/06 | | | 50,000,000 | | | 50,000,000 |
UBS AG | | | | | | |
5.25%, 07/03/06 | | | 5,708,000 | | | 5,708,000 |
| | | | | | |
TOTAL TIME DEPOSITS (Cost: $336,199,000) | | | | | | 336,199,000 |
| | | | | | |
VARIABLE & FLOATING RATE NOTES—56.58% | | | | | | |
Allstate Life Global Funding II | | | | | | |
5.11%, 05/04/07 | | | 30,000,000 | | | 30,000,000 |
5.18%, 11/09/06(1) | | | 20,000,000 | | | 20,004,260 |
5.19%, 07/06/07(1) | | | 11,000,000 | | | 11,003,944 |
5.22%, 07/13/07(1) | | | 35,000,000 | | | 35,013,389 |
5.26%, 07/13/07(1) | | | 25,000,000 | | | 25,009,284 |
5.35%, 07/27/07(1) | | | 50,000,000 | | | 50,000,000 |
American Express Bank | | | | | | |
5.21%, 07/19/06 | | | 40,000,000 | | | 40,000,000 |
5.30%, 09/27/06 | | | 90,000,000 | | | 90,000,000 |
American Express Centurion Bank | | | | | | |
5.30%, 09/27/06 | | | 60,000,000 | | | 60,000,000 |
ANZ National International Ltd. | | | | | | |
5.11%, 07/07/07(1) | | | 75,000,000 | | | 75,000,000 |
ASIF Global Financing | | | | | | |
5.17%, 08/11/06(1) | | | 25,000,000 | | | 25,000,290 |
5.31%, 07/23/07(1) | | | 75,000,000 | | | 74,996,948 |
5.38%, 12/11/06(1) | | | 90,000,000 | | | 90,034,195 |
Australia & New Zealand Banking Group Ltd. | | | | | | |
5.30%, 07/23/07(1) | | | 35,000,000 | | | 35,000,000 |
Bank of America N.A. | | | | | | |
5.28%, 04/20/07 | | | 30,000,000 | | | 30,000,000 |
Bank of Ireland | | | | | | |
5.24%, 06/20/07(1) | | | 70,000,000 | | | 70,000,000 |
11
MONEY MARKET MASTER PORTFOLIO
June 30, 2006 (Unaudited)
Schedule of Investments—Continued
| | | | | | |
Security | | Face Amount | | Value |
Bank of Nova Scotia | | | | | | |
5.29%, 09/29/06 | | $ | 35,000,000 | | $ | 34,997,503 |
Banque Nationale de Paris | | | | | | |
5.07%, 10/04/06 | | | 20,000,000 | | | 19,998,585 |
Carlyle Loan Investment Ltd. Series 2006-3A Class 1 | | | | | | |
5.32%, 07/15/07(1) | | | 33,000,000 | | | 33,000,000 |
CC USA Inc. | | | | | | |
5.17%, 07/14/06(1) | | | 15,000,000 | | | 15,000,100 |
Commodore CDO Ltd. 2003-2A Class A1MM | | | | | | |
5.38%, 06/12/07(1) | | | 25,000,000 | | | 25,000,000 |
Credit Suisse First Boston NY | | | | | | |
5.23%, 07/19/06 | | | 75,000,000 | | | 75,000,000 |
5.29%, 09/26/06 | | | 100,000,000 | | | 100,000,000 |
DEPFA Bank PLC | | | | | | |
5.37%, 06/15/07 | | | 100,000,000 | | | 100,000,000 |
Dexia Credit Local | | | | | | |
5.29%, 08/30/06 | | | 35,000,000 | | | 34,998,850 |
Five Finance Inc. | | | | | | |
5.15%, 09/15/06(1) | | | 30,000,000 | | | 29,998,751 |
HBOS Treasury Services PLC | | | | | | |
5.53%, 04/24/07(1) | | | 50,000,000 | | | 50,000,000 |
Holmes Financing PLC Series 2005-9 Class 1A | | | | | | |
5.17%, 12/15/06(1) | | | 50,000,000 | | | 50,000,000 |
ING USA Annuity & Life Insurance Funding Agreement | | | | | | |
5.48%, 12/18/06(1)(2) | | | 20,000,000 | | | 20,000,000 |
Jordan Brick Co. Inc. | | | | | | |
5.35%, 07/07/06(1) | | | 46,000,000 | | | 46,000,000 |
JP Morgan Chase & Co. | | | | | | |
5.11%, 07/02/07 | | | 75,000,000 | | | 75,000,000 |
K2 USA LLC | | | | | | |
5.13%, 09/11/06(1) | | | 100,000,000 | | | 99,997,059 |
5.39%, 06/04/07(1) | | | 60,000,000 | | | 60,000,000 |
Lakeline Austin Development Ltd. | | | | | | |
5.35%, 07/07/06(1) | | | 9,800,000 | | | 9,800,000 |
Leafs LLC | | | | | | |
5.27%, 02/20/07(1) | | | 19,872,039 | | | 19,872,039 |
Links Finance LLC | | | | | | |
5.15%, 10/16/06(1) | | | 82,000,000 | | | 81,996,384 |
Marshall & Ilsley Bank | | | | | | |
5.18%, 07/13/07 | | | 60,000,000 | | | 60,000,000 |
MetLife Insurance Co. of Connecticut | | | | | | |
5.16%, 07/18/06(1)(2) | | | 25,000,000 | | | 25,000,000 |
5.21%, 02/02/07(1)(2) | | | 50,000,000 | | | 50,000,000 |
5.25%, 08/18/06(1)(2) | | | 50,000,000 | | | 50,000,000 |
Monumental Global Funding II | | | | | | |
5.49%, 12/27/06(1) | | | 100,000,000 | | | 100,003,622 |
Mortgage Interest Networking Trust | | | | | | |
5.54%, 08/25/06(1) | | | 10,000,000 | | | 10,003,478 |
Natexis Banques Populaires | | | | | | |
5.18%, 07/13/07(1) | | | 50,000,000 | | | 50,000,000 |
Nationwide Building Society | | | | | | |
5.55%, 04/27/07(1) | | | 100,000,000 | | | 100,000,000 |
Nordea Bank AB | | | | | | |
5.15%, 06/11/07(1) | | | 75,000,000 | | | 75,000,000 |
Nordea Bank PLC | | | | | | |
5.05%, 10/02/06 | | | 75,000,000 | | | 74,995,411 |
Northern Rock PLC | | | | | | |
5.17%, 05/03/07(1) | | | 70,000,000 | | | 70,000,000 |
Permanent Financing PLC Series 9A Class 1A | | | | | | |
5.14%, 03/10/07(1) | | | 60,000,000 | | | 60,000,000 |
Principal Life Income Funding Trusts | | | | | | |
5.14%, 11/13/06 | | | 50,000,000 | | | 49,999,258 |
Royal Bank of Scotland | | | | | | |
5.29%, 08/30/06 | | | 100,000,000 | | | 99,996,711 |
Sedna Finance Inc. | | | | | | |
5.24%, 09/20/06(1) | | | 15,000,000 | | | 15,000,000 |
12
MONEY MARKET MASTER PORTFOLIO
June 30, 2006 (Unaudited)
Schedule of Investments—Continued
| | | | | | |
Security | | Face Amount | | Value |
Sigma Finance Inc. | | | | | | |
4.00%, 08/11/06(1) | | $ | 75,000,000 | | $ | 74,995,722 |
5.16%, 08/15/06(1) | | | 15,000,000 | | | 14,999,815 |
Skandinaviska Enskilda Bank NY | | | | | | |
5.24%, 05/18/07(1) | | | 50,000,000 | | | 50,000,000 |
Societe Generale | | | | | | |
5.08%, 07/02/07(1) | | | 30,000,000 | | | 30,000,000 |
Tango Finance Corp. | | | | | | |
5.28%, 09/25/06(1) | | | 30,000,000 | | | 29,998,947 |
Trap Rock Industry Inc. | | | | | | |
5.35%, 07/07/06(1) | | | 19,880,000 | | | 19,880,000 |
Union Hamilton Special Funding LLC | | | | | | |
5.49%, 09/28/06(1) | | | 50,000,000 | | | 50,000,000 |
US Bank N.A. | | | | | | |
5.28%, 09/29/06 | | | 15,000,000 | | | 14,999,014 |
Wachovia Asset Securitization Inc. Series 2004-HM1A Class A | | | | | | |
5.31%, 07/25/06(1) | | | 49,478,705 | | | 49,478,705 |
Wachovia Asset Securitization Inc. Series 2004-HM2A Class AMM | | | | | | |
5.31%, 07/25/06(1) | | | 57,241,338 | | | 57,241,338 |
Westpac Banking Corp. | | | | | | |
5.34%, 07/11/07 | | | 70,000,000 | | | 70,000,000 |
WhistleJacket Capital Ltd. | | | | | | |
5.14%, 10/16/06(1) | | | 100,000,000 | | | 99,996,998 |
5.22%, 10/20/06(1) | | | 25,000,000 | | | 24,997,865 |
5.25%, 11/22/06(1) | | | 75,000,000 | | | 74,991,930 |
5.30%, 07/28/06(1) | | | 15,000,000 | | | 14,999,724 |
White Pine Finance LLC | | | | | | |
5.15%, 07/17/06(1) | | | 50,000,000 | | | 49,999,550 |
5.15%, 09/15/06(1) | | | 46,000,000 | | | 45,998,562 |
| | | | | | |
TOTAL VARIABLE & FLOATING RATE NOTES (Cost: $3,404,298,231) | | | | | | 3,404,298,231 |
| | | | | | |
REPURCHASE AGREEMENTS—23.27% | | | | | | |
Bank of America N.A. Tri-Party Repurchase Agreement, 5.25%, due 7/3/06, maturity value $40,017,500 (collateralized by U.S. Government obligations, value $40,800,001, 5.50%, 12/1/35) | | | 40,000,000 | | | 40,000,000 |
Bear Stearns Companies Inc. (The) Tri-Party Repurchase Agreement, 5.37%, due 7/3/06, maturity value $150,067,125 (collateralized by non-U.S. Government debt securities, value $165,002,598, 1.50% to 8.63%, 7/15/13 to 6/10/48) | | | 150,000,000 | | | 150,000,000 |
Citigroup Global Markets Holdings Inc. Tri-Party Repurchase Agreement, 5.46%, due 7/3/06, maturity value $250,113,750 (collateralized by non-U.S. Government debt securities, value $279,395,542, 0.00% to 10.00%, 6/1/28 to 12/15/35) | | | 250,000,000 | | | 250,000,000 |
13
MONEY MARKET MASTER PORTFOLIO
June 30, 2006 (Unaudited)
Schedule of Investments—Continued
| | | | | | |
Security | | Face Amount | | Value |
Credit Suisse First Boston Inc. Tri-Party Repurchase Agreement, 5.25%, due 7/3/06, maturity value $40,017,500 (collateralized by U.S. Government obligations, value $40,802,836, 5.48% to 6.19%, 3/1/36 to 6/1/36) | | $ | 40,000,000 | | $ | 40,000,000 |
Goldman Sachs Group Inc. Tri-Party Repurchase Agreement, 5.28%, due 7/3/06, maturity value $40,017,600 (collateralized by U.S. Government obligations, value $40,800,000, 4.50% to 6.00%, 1/1/33 to 3/1/35) | | | 40,000,000 | | | 40,000,000 |
Goldman Sachs Group Inc. Tri-Party Repurchase Agreement, 5.46%, due 7/3/06, maturity value $100,045,500 (collateralized by non-U.S. Government debt securities, value $105,000,000, 0.00% to 10.00%, 1/1/10) | | | 100,000,000 | | | 100,000,000 |
Lehman Brothers Holdings Inc. Tri-Party Repurchase Agreement, 5.36%, due 7/3/06, maturity value $100,044,667 (collateralized by non-U.S. Government debt securities, value $103,000,892, 5.00% to 8.75%, 8/15/06 to 3/1/46) | | | 100,000,000 | | | 100,000,000 |
Lehman Brothers Inc. Tri-Party Repurchase Agreement, 5.25%, due 7/3/06, maturity value $40,017,500 (collateralized by U.S. Government obligations, value $40,802,779, 3.20% to 7.97%, 12/1/18 to 4/1/36) | | | 40,000,000 | | | 40,000,000 |
Merrill Lynch & Co. Inc. Tri-Party Repurchase Agreement, 5.25%, due 7/3/06, maturity value $40,017,500 (collateralized by U.S. Government obligations, value $41,201,458, 4.00% to 6.00%, 10/25/16 to 10/25/30) | | | 40,000,000 | | | 40,000,000 |
14
MONEY MARKET MASTER PORTFOLIO
June 30, 2006 (Unaudited)
Schedule of Investments—Continued
| | | | | | |
Security | | Face Amount | | Value |
Merrill Lynch & Co. Inc. Tri-Party Repurchase Agreement, 5.43%, due 7/3/06, maturity value $100,045,250 (collateralized by non-U.S. Government debt securities, value $103,127,698, 0.00% to 10.13%, 10/15/06 to 9/1/23) | | $ | 100,000,000 | | $ | 100,000,000 |
Merrill Lynch & Co. Inc. Tri-Party Repurchase Agreement, 5.45%, due 9/28/06, maturity value $152,043,750 (collateralized by non-U.S. Government debt securities, value $154,502,657, 4.65% to 8.38%, 6/15/07 to 12/1/25)(2) | | | 150,000,000 | | | 150,000,000 |
Merrill Lynch Government Securities Inc. Tri-Party Repurchase Agreement, 5.30%, due 7/3/06, maturity value $100,044,167 (collateralized by U.S. Government obligations, value $102,001,212, 3.38% to 6.63%, 8/23/07 to 6/14/13) | | | 100,000,000 | | | 100,000,000 |
Morgan Stanley Tri-Party Repurchase Agreement, 5.51%, due 7/4/07, maturity value $264,119,375 (collateralized by non-U.S. Government debt securities, value $270,740,244, 0.00% to 10.00%, 7/3/06 to 6/30/36)(2) | | | 250,000,000 | | | 250,000,000 |
| | | | | | |
TOTAL REPURCHASE AGREEMENTS (Cost: $1,400,000,000) | | | | | | 1,400,000,000 |
| | | | | | |
TOTAL INVESTMENTS IN SECURITIES—99.66% (Cost: $5,996,013,548) | | | | | | 5,996,013,548 |
| | | | | | |
Other Assets, Less Liabilities—0.34% | | | | | | 20,414,297 |
| | | | | | |
NET ASSETS—100.00% | | | | | $ | 6,016,427,845 |
| | | | | | |
(1) | This security or a portion of these securities may be resold to qualified institutional buyers under Rule 144A or pursuant to Section 4(2) of the Securities Act of 1933. |
(2) | The investment adviser has determined that this security or a portion of these securities is “illiquid,” in that it cannot be sold within seven (7) days for approximately the value at which it is carried in the Master Portfolio. |
The accompanying notes are an integral part of these financial statements.
15
MONEY MARKET MASTER PORTFOLIO
June 30, 2006
Portfolio Allocation (Unaudited)
| | | | | | |
Asset Type | | Value | | % of Net Assets | |
Variable & Floating Rate Notes | | $ | 3,404,298,231 | | 56.58 | % |
Repurchase Agreements | | | 1,400,000,000 | | 23.27 | |
Commercial Paper | | | 470,459,628 | | 7.82 | |
Time Deposits | | | 336,199,000 | | 5.59 | |
Medium-Term Notes | | | 200,073,525 | | 3.33 | |
Certificates of Deposit | | | 184,983,164 | | 3.07 | |
Other Net Assets | | | 20,414,297 | | 0.34 | |
| | | | | | |
TOTAL | | $ | 6,016,427,845 | | 100.00 | % |
| | | | | | |
This table is not part of the financial statements.
16
MONEY MARKET MASTER PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES
June 30, 2006 (Unaudited)
| | | |
ASSETS | | | |
Investments in securities of unaffiliated issuers, at amortized cost which approximates value (Note 1) | | $ | 4,596,013,548 |
Repurchase agreements, at value and cost (Note 1) | | | 1,400,000,000 |
| | | |
Total investments in securities | | | 5,996,013,548 |
Cash | | | 269 |
Receivables: | | | |
Interest | | | 20,762,256 |
| | | |
Total Assets | | | 6,016,776,073 |
| | | |
LIABILITIES | | | |
Payables: | | | |
Investment advisory fees (Note 2) | | | 342,099 |
Accrued expenses | | | 6,129 |
| | | |
Total Liabilities | | | 348,228 |
| | | |
NET ASSETS | | $ | 6,016,427,845 |
| | | |
The accompanying notes are an integral part of these financial statements.
17
MONEY MARKET MASTER PORTFOLIO
STATEMENT OF OPERATIONS
For the Six Months Ended June 30, 2006 (Unaudited)
| | | | |
NET INVESTMENT INCOME | | | | |
Interest from unaffiliated issuers | | $ | 155,855,189 | |
| | | | |
Total investment income | | | 155,855,189 | |
| | | | |
EXPENSES (Note 2) | | | | |
Investment advisory fees | | | 3,270,958 | |
Professional fees | | | 8,967 | |
Independent Trustees’ fees | | | 7,015 | |
| | | | |
Total expenses | | | 3,286,940 | |
Less expense reductions (Note 2) | | | (553,663 | ) |
| | | | |
Net expenses | | | 2,733,277 | |
| | | | |
NET INVESTMENT INCOME | | | 153,121,912 | |
| | | | |
REALIZED GAIN (LOSS) | | | | |
Net realized loss from sale of investments in unaffiliated issuers | | | (229 | ) |
| | | | |
Net realized loss | | | (229 | ) |
| | | | |
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS | | $ | 153,121,683 | |
| | | | |
The accompanying notes are an integral part of these financial statements.
18
MONEY MARKET MASTER PORTFOLIO
STATEMENTS OF CHANGES IN NET ASSETS
| | | | | | | | |
| | For the Six Months Ended June 30, 2006 (Unaudited) | | | For the Year Ended December 31, 2005 | |
INCREASE (DECREASE) IN NET ASSETS | | | | | | | | |
Operations: | | | | | | | | |
Net investment income | | $ | 153,121,912 | | | $ | 237,180,094 | |
Net realized gain (loss) | | | (229 | ) | | | 35,169 | |
| | | | | | | | |
Net increase in net assets resulting from operations | | | 153,121,683 | | | | 237,215,263 | |
| | | | | | | | |
Interestholder transactions: | | | | | | | | |
Contributions | | | 19,351,704,461 | | | | 58,641,619,347 | |
Withdrawals | | | (19,790,981,299 | ) | | | (58,107,077,434 | ) |
| | | | | | | | |
Net increase (decrease) in net assets resulting from interestholder transactions | | | (439,276,838 | ) | | | 534,541,913 | |
| | | | | | | | |
Increase (decrease) in net assets | | | (286,155,155 | ) | | | 771,757,176 | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 6,302,583,000 | | | | 5,530,825,824 | |
| | | | | | | | |
End of period | | $ | 6,016,427,845 | | | $ | 6,302,583,000 | |
| | | | | | | | |
The accompanying notes are an integral part of these financial statements.
19
MONEY MARKET MASTER PORTFOLIO
NOTES TO FINANCIAL STATEMENTS (Unaudited)
Master Investment Portfolio (“MIP”) is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end series management investment company organized as a Delaware statutory trust. As of June 30, 2006, MIP offered the following separate portfolios: Active Stock, Bond Index, CoreAlpha Bond, Government Money Market, LifePath Retirement, LifePath 2010, LifePath 2020, LifePath 2030, LifePath 2040, Money Market, Prime Money Market, S&P 500 Index and Treasury Money Market Master Portfolios.
These financial statements relate only to the Money Market Master Portfolio (the “Master Portfolio”).
Under MIP’s organizational documents, the Master Portfolio’s officers and trustees are indemnified against certain liabilities that may arise out of the performance of their duties to the Master Portfolio. Additionally, in the normal course of business, the Master Portfolio enters into contracts with service providers that contain general indemnification clauses. The Master Portfolio’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Master Portfolio that have not yet occurred.
1. Significant Accounting Policies
The following significant accounting policies are consistently followed by MIP in the preparation of its financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for investment companies. The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Security Valuation
The Master Portfolio uses the amortized cost method of valuation to determine the value of its portfolio securities in accordance with Rule 2a-7 under the 1940 Act. The amortized cost method, which involves valuing a security at its cost and accreting or amortizing any discount or premium, respectively, over the period until maturity, approximates market value.
Security Transactions and Income Recognition
Security transactions are accounted for on trade date. Interest income is accrued daily. Realized gains and losses on investment transactions are determined using the specific identification method. The Master Portfolio amortizes premiums and accretes discounts using a constant yield to maturity method.
Federal Income Taxes
In general, MIP believes that the Master Portfolio has and will continue to be operated in a manner so as to qualify it as a non-publicly traded partnership for federal income tax purposes. Provided that the Master Portfolio so qualifies, it will not be subject to any federal income tax on its income and gain (if any). However, each interestholder in the Master Portfolio will be taxed on its distributive share of the Master Portfolio’s taxable income in determining its federal income tax liability. As a non-publicly traded partnership for federal income tax purposes, the Master Portfolio will be deemed to have “passed through” to its interestholders any interest, dividends, gains or
20
MONEY MARKET MASTER PORTFOLIO
NOTES TO FINANCIAL STATEMENTS (Unaudited)—Continued
losses of the Master Portfolio for such purposes. The determination of such share will be made in accordance with the Internal Revenue Code of 1986, as amended (the “Code”), and regulations promulgated thereunder.
It is intended that the Master Portfolio’s assets, income and distributions will be managed in such a way that an entity electing and qualifying as a “regulated investment company” under the Code can continue to so qualify by investing substantially all of its assets through the Master Portfolio, provided that the regulated investment company meets other requirements for such qualifications not within the control of the Master Portfolio (e.g., distributing at least 90% of the regulated investment company’s “investment company taxable income” annually).
As of June 30, 2006, the Master Portfolio’s cost of investments for federal income tax purposes was the same as for financial reporting purposes.
Repurchase Agreements
The Master Portfolio may enter into repurchase agreements with banks and securities dealers. These transactions involve the purchase of securities with a simultaneous commitment to resell the securities to the bank or the dealer at an agreed-upon date and price. A repurchase agreement is accounted for as an investment by the Master Portfolio, collateralized by securities, which are delivered to the Master Portfolio’s custodian or to an agent bank under a tri-party agreement. The securities are marked-to-market daily and additional securities are acquired as needed, to ensure that their value equals or exceeds the repurchase price plus accrued interest.
2. Agreements and Other Transactions with Affiliates
Pursuant to an Investment Advisory Contract with the Master Portfolio, Barclays Global Fund Advisors (“BGFA”) provides investment advisory services to the Master Portfolio. BGFA is a California corporation indirectly owned by Barclays Bank PLC. BGFA is entitled to receive an annual investment advisory fee of 0.10% of the average daily net assets of the Master Portfolio, as compensation for investment advisory services. Beginning May 1, 2006, BGFA has contractually agreed to waive a portion of its advisory fees through April 30, 2007. After giving effect to such contractual waiver, the advisory fees will be 0.07%. From time to time, BGFA may waive an additional portion of its advisory fees. Any such waiver will reduce the expenses of the Master Portfolio and, accordingly, have a favorable impact on its performance.
The fees and expenses of the independent trustees, counsel to the independent trustees and independent auditors (the “independent expenses”) are paid directly by the Master Portfolio. Since the Master Portfolio does not pay an administration fee to Barclays Global Investors, N.A. (“BGI”), BGFA has voluntarily agreed to cap the expenses of the Master Portfolio at the rate at which the Master Portfolio pays an advisory fee to BGFA by providing an offsetting credit against the investment advisory fees paid by the Master Portfolio in an amount equal to the independent expenses.
For the six months ended June 30, 2006, BGFA waived and/or credited investment advisory fees in the amount of $553,663 for the Master Portfolio.
Investors Bank & Trust Company (“IBT”) serves as the custodian and sub-administrator of the Master Portfolio. IBT will not be entitled to receive fees for its custodial services, so long as it is entitled to receive a separate fee from BGI for its services as sub-administrator of the Master Portfolio.
21
MONEY MARKET MASTER PORTFOLIO
NOTES TO FINANCIAL STATEMENTS (Unaudited)—Continued
SEI Investments Distribution Company (“SEI”) is the sponsor and placement agent for the Master Portfolio. SEI does not receive any fee from the Master Portfolio for acting as placement agent.
MIP has entered into an administration services arrangement with BGI, which has agreed to provide general administration services, such as managing and coordinating third-party service relationships (e.g., the Master Portfolio’s custodian, financial printer, legal counsel and independent registered public accounting firm), to the Master Portfolio. BGI is not entitled to compensation for providing administration services to the Master Portfolio, for so long as BGI is entitled to compensation for providing administration services to corresponding feeder funds that invest substantially all of their assets in the Master Portfolio, or BGI (or an affiliate) receives investment advisory fees from the Master Portfolio. BGI may delegate certain of its administration duties to sub-administrators.
Certain officers and trustees of MIP are also officers of BGI and/or BGFA. As of June 30, 2006, these officers of BGI and/or BGFA collectively owned less than 1% of MIP’s outstanding beneficial interests.
3. Financial Highlights
Financial highlights for the Master Portfolio were as follows:
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| | Six Months Ended June 30, 2006 (Unaudited) | | | Year Ended December 31, 2005 | | | Year Ended December 31, 2004 | | | Year Ended December 31, 2003 | | | Year Ended December 31, 2002 | | | Year Ended December 31, 2001 | |
Ratio of expenses to average net assets(a) | | 0.08 | % | | 0.05 | % | | 0.05 | % | | 0.10 | % | | 0.10 | % | | 0.10 | % |
Ratio of expenses to average net assets prior to expense reductions(a) | | 0.10 | % | | 0.10 | % | | 0.10 | % | | n/a | | | n/a | | | n/a | |
Ratio of net investment income to average net assets(a) | | 4.68 | % | | 3.27 | % | | 1.40 | % | | 1.15 | % | | 1.80 | % | | 3.66 | % |
Total return | | 2.36 | %(b) | | 3.28 | % | | 1.39 | % | | 1.16 | % | | 1.84 | % | | 4.23 | % |
(a) | Annualized for periods of less than one year. |
22
MASTER INVESTMENT PORTFOLIO
BOARD REVIEW AND APPROVAL OF INVESTMENT ADVISORY CONTRACT (Unaudited)
Under Section 15(c) of the Investment Company Act of 1940 (the “1940 Act”), the Master Investment Portfolio (“MIP”) Board of Trustees (the “Board”), including a majority of Trustees who are not interested persons of MIP, as that term is defined in the 1940 Act (the “Independent Trustees”), is required annually to consider each Investment Advisory Contract between MIP and BGFA (each, an “Advisory Contract”) on behalf of the Money Market Master Portfolio (the “Master Portfolio”). As required by Section 15(c), the Board requested and BGFA provided such information as the Board deemed to be reasonably necessary to evaluate the terms of the Advisory Contract. At a meeting held on March 15, 2006, the Board approved the selection of BGFA and the continuance of the Advisory Contract, based on its review of qualitative and quantitative information provided by BGFA. In selecting BGFA and approving the Advisory Contract for the Master Portfolio, the Board, including the Independent Trustees, advised by their independent counsel, considered the following factors, none of which was controlling, and made the following conclusions:
Nature, Extent and Quality of Services Provided by BGFA
The Board determined that there would be no diminution in the scope of services required of BGFA under the Advisory Contract for the coming year as compared to the scope of services provided by BGFA over the past year. In reviewing the scope of these services, the Board considered BGFA’s investment philosophy and experience, noting that BGFA and its affiliates have committed significant resources over time, including over the past year, to the support of advised accounts, including the Master Portfolio. The Board considered in particular that BGFA’s services for the Master Portfolio capitalize on BGFA’s core competencies, including the effective use of integrated portfolio management and trading expertise and proprietary technology that provides real-time access to performance, analytics and risk. The Board also considered services provided by BGFA and its affiliates in connection with the review of counterparty and issuer credit risk and the oversight of intermediaries that provide BGI feeder fund shareholder support and processing functions.
The Board also considered BGFA’s compliance program and its compliance record with respect to the Master Portfolio. The Board noted that BGFA reports to the Board about portfolio management and compliance matters on a periodic basis in connection with regularly scheduled meetings of the Board and has made appropriate officers available as needed to provide further assistance with these matters. The Board also reviewed the background and experience of the persons responsible for the day-to-day management of the Master Portfolio. In addition to the above considerations, the Board reviewed and considered BGFA’s investment processes and strategies, and matters related to BGFA’s portfolio transaction policies and procedures. In addition, the Board reviewed the investment performance of other registered investment companies with substantially similar investment objectives and strategies as the Master Portfolio. The Board also noted that during BGFA’s term as investment adviser, the Master Portfolio has met its investment objectives. Based on this review, the Board concluded that the nature, extent and quality of services to be provided by BGFA to the Master Portfolio under the Advisory Contract were appropriate and mitigated in favor of the Board’s approval of the Advisory Contract for the coming year.
Master Portfolio’s Expenses and Performance of the Master Portfolio
The Board reviewed statistical information prepared by Lipper Inc. (“Lipper”), an independent provider of investment company data, regarding the expense ratio components, including actual advisory fees, waivers/reimbursements, and gross and net total expenses of the Master Portfolio in comparison with the same information for other funds registered under the 1940 Act, objectively selected solely by Lipper, as comprising the Master Portfolio’s applicable peer group (the “Lipper Expense Group”). In addition, the Board reviewed statistical
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MASTER INVESTMENT PORTFOLIO
BOARD REVIEW AND APPROVAL OF INVESTMENT ADVISORY CONTRACT (Unaudited)—Continued
information prepared by Lipper regarding the performance of the Master Portfolio for the one-, three-, five-, and 10-year (or since inception) periods ended December 31, 2005, as applicable, and as compared to the performance of other registered funds with similar investment objectives, as selected solely by Lipper (the “Lipper Performance Group”, and together with the Lipper Expense Group, the “Lipper Groups”). The Board considered that the component funds of the Lipper Groups are publicly available funds, more analogous in overall expense structure to the Barclays Global Investors Funds Money Market Funds than to underlying Master Portfolios, which are not available for investment except to other investment companies. In support of its review of the statistical information, the Board was provided with a detailed description of the methodology used by Lipper to determine the applicable Lipper Groups and to prepare this information.
The Board noted that the Master Portfolio outperformed the median performance of the funds in its Lipper Performance Group over relevant periods. The Board noted that the advisory fees and overall expenses for the Master Portfolio were generally lower than the advisory fee rates and overall expenses of the funds in its Lipper Expense Group, both net and gross of BGFA’s voluntary waiver of certain advisory and administration fee amounts for the Master Portfolio during the year ended December 31, 2005 and BGFA’s agreement to contractually waive a portion of its advisory fee for the Master Portfolio, from May 1, 2006 through April 30, 2007. Based on this review, the Board concluded that the investment advisory fees and expense levels and the historical performance of the Master Portfolio, as managed by BGFA, as compared to the investment advisory fees and expense levels and performance of the funds in the Lipper Groups, were satisfactory for the purposes of approving the Advisory Contract for the coming year.
Costs of Services Provided to Master Portfolio and Profits Realized by BGFA and Affiliates
The Board reviewed information about the profitability to BGFA of the Master Portfolio, MIP, and the Barclays Global Investors Funds, separately and together, based on the fees payable to BGFA and its affiliates (including fees under the Advisory Contract), and all other sources of revenue and expense to BGFA and its affiliates for the last calendar year. The Board analyzed the Master Portfolio’s expenses, including the investment advisory fees paid to BGFA. The Board discussed the sources of direct and ancillary revenue with management, including the revenues to BGI from securities lending by MIP (including any securities lending by the Master Portfolio), revenues received from transactions for MIP executed through affiliates (including any such transactions for the Master Portfolio), and any fee revenue from any investments by the Master Portfolio in other master portfolios and BGFA-advised funds. The Board also discussed BGFA’s contractual and voluntary fee waivers for the Master Portfolio and the estimated profitability of other mutual fund families advised by BGFA.
Economies of Scale
In connection with its review of BGFA’s profitability analysis, the Board received information regarding economies of scale or other efficiencies that may result from increases in the Master Portfolio’s asset levels. The Board noted that the Advisory Contract does not provide any breakpoints in the investment advisory fee rates as a result of any increases in the asset levels of the Master Portfolio. However, the Board noted that the investment advisory fee rate for the Master Portfolio had been set initially at the lower end of the marketplace so as to afford the Master Portfolio’s interestholders the opportunity to share in anticipated economies of scale from inception and noted BGFA’s agreement to contractually waive a portion of its advisory fee for the Master Portfolio, as discussed above. The Board also noted the difficulty of considering the potential for economies of scale based on advisory services independently and separately from any potential for economies of scale based on other services provided
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MASTER INVESTMENT PORTFOLIO
BOARD REVIEW AND APPROVAL OF INVESTMENT ADVISORY CONTRACT (Unaudited)—Continued
by BGFA and its affiliates. The profitability analysis presented to the Board indicated that BGFA and its affiliates are profitable with respect to the Master Portfolio with the overall MIP complex posting a slight profit to BGFA and its affiliates for the year. The Board discussed the potential for future economies of scale as the asset levels of the Master Portfolio increase. In light of this analysis and the relatively low investment advisory fee rate for the Master Portfolio, the Board determined that whether further economies of scale may be realized by the Master Portfolio or reflected in fee levels was not a significant factor at this juncture in its consideration of whether to approve the Advisory Contract.
Fees and Services Provided for Other Comparable Funds/Accounts Managed by BGFA and its Affiliates
The Board considered the Master Portfolio’s annual investment advisory fee rate under the Advisory Contract in comparison to the investment advisory/management fee rates for collective funds with substantially similar investment objectives and strategies for which BGFA (or its affiliate BGI) provides investment advisory/management services. BGFA and its affiliates do not provide investment advisory/management services to separate accounts with substantially similar investment objectives and strategies as the Master Portfolio. The Board noted that BGFA had provided information distinguishing the level of services provided to the collective funds from the level of services provided to the Master Portfolio. In the context of the comparative fee analysis, the Board compared the nature and extent of services provided to the Master Portfolio in comparison with the nature and extent of services provided to the collective funds, including, among other things, the level of complexity in managing the Master Portfolio and the collective funds under differing regulatory requirements and client guidelines.
The Board noted that the investment advisory fee rate under the Master Portfolio’s Advisory Contract was within the range of the investment management fee rates for the collective funds. The Board noted that any differences between the advisory fee rate for the Master Portfolio and the investment management fee rates for the collective funds appeared to be attributable to, among other things, the type and level of services provided and/or the asset levels of the collective funds. Based on this review, the Board determined that the investment advisory fee rate under the Advisory Contract does not constitute fees that are so disproportionately large as to bear no reasonable relationship to the services rendered and that could not have been the product of arm’s-length bargaining, and concluded that the investment advisory fee rate under the Advisory Contract is fair and reasonable.
Other Benefits to BGFA and/or its Affiliates
The Board reviewed any ancillary revenue received by BGFA and/or its affiliates in connection with the services provided to MIP and the Master Portfolio by BGFA, such as payment of administration fees to BGI, MIP’s administrator. The Board noted that BGFA does not use soft dollars or consider the value of research or other services that may be provided to BGFA (including its affiliates) in selecting brokers for portfolio transactions for the Master Portfolio. The Board further noted that the Master Portfolio may, but generally does not, participate in securities lending activities and generally does not execute transactions with affiliated brokers, as other series of MIP do. The Board concluded that any ancillary benefits would not be disadvantageous to the Master Portfolio’s interestholders.
Based on this analysis, the Board determined that the Advisory Contract, including the investment advisory fee rate thereunder, is fair and reasonable in light of all relevant circumstances and concluded that it is in the best interest of the Master Portfolio and its interestholders to approve the Advisory Contract for the coming year.
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Not applicable to this filing.
Item 3. | Audit Committee Financial Expert. |
Not applicable to this filing.
Item 4. | Principal Accountant Fees and Services. |
Not applicable to this filing.
Item 5. | Audit Committee of Listed Registrants. |
Not applicable to this filing.
Item 6. | Schedule of Investments. |
The information required by this Item 6 is included as part of the report to shareholders under Item 1 of this Form N-CSR.
Item 7. | Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. |
Not applicable to the Registrant.
Item 8. | Portfolio Managers of Closed-End Management Investment Companies. |
Not applicable to the Registrant.
Item 9. | Purchases of Equity Securities by Closed-End Management Investment Companies and Affiliated Purchasers. |
Not applicable to the Registrant.
Item 10. | Submission of Matters to a Vote of Security Holders. |
The Registrant does not have procedures by which shareholders may recommend nominees to the Board of Trustees of Hewitt Series Trust.
Item 11. | Controls and Procedures. |
(a) Based on an evaluation of the disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, the “Disclosure Controls”) as of a date within 90 days prior to the filing date (the “Filing Date”) of this Form N-CSR (the “Report”), the Registrant’s principal executive and principal financial officers have concluded that the Disclosure Controls are effectively designed to ensure that information required to be disclosed by the registrant in the Report is recorded, processed, summarized and reported by the Filing Date, including ensuring that information required to be disclosed in the Report is accumulated and communicated to the registrant’s management, including the registrant’s principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
(b) There were no changes in the registrant’s internal controls over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
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(a) | | (1) | | Not applicable. |
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| | (2) | | Certifications pursuant to Rule 30a-2 under the Investment Company Act of 1940 (17 CFR 270.30a-2), attached hereto as Exhibits (a)(2)(i) and (a)(2)(ii) |
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| | (3) | | Not applicable. |
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(b) | | | | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, attached hereto as Exhibit (b) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Hewitt Series Trust |
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By: | | /s/ James W. Stamper |
| | James W. Stamper |
| | President |
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Date 8/29/06 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities, and on the dates indicated.
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By: | | /s/ James W. Stamper |
| | James W. Stamper |
| | President |
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Date 8/29/06 |
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By: | | /s/ Douglas S. Keith |
| | Douglas S. Keith |
| | Treasurer and Chief Financial Officer |
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Date 8/29/06 |