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 | 811-10145 |
|
Baillie Gifford Funds |
(Exact name of registrant as specified in charter) |
|
1 Greenside Row Edinburgh, Scotland, UK, | | EH1 3AN |
(Address of principal executive offices) | | (Zip code) |
|
Gareth Griffiths 1 Greenside Row Edinburgh, Scotland, UK, EH1 3AN |
(Name and address of agent for service) |
|
Registrant’s telephone number, including area code: | 011-44-131-275-2000 | |
|
Date of fiscal year end: | April 30 | |
|
Date of reporting period: | April 30, 2019 | |
| | | | | | | | |
Due to the unexpected absence of the PEO, for personal reasons, Graham Laybourn, Vice President, has reviewed and signed the N-CSR. The decision for Graham Laybourn to replace the PEO in this instance was taken based on the below:
1. Sarbanes Oxley requires the principal executive and financial officers “or person performing similar functions” to certify the information in the N-CSR. It has been determined that Graham Laybourn is a person performing similar functions to the PEO.
2. The Trust’s By-Law give any officer the power to sign these certificates.
3. We will ratify the signing at the next board meeting.
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 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.
Item 1. Reports to Stockholders.
The Report to Shareholders is attached herewith.
BAILLIE GIFFORD FUNDS
The Multi Asset Fund
Annual Report
April 30, 2019
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Beginning January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of your Fund's annual and semi-annual shareholder reports will not be sent by mail unless you specifically request to receive paper copies. Instead, the reports will be made available on the Funds' website (https://www.bailliegifford.com/en/usa/professional-investor/literature/), and you will be notified by mail each time a shareholder report that includes your Fund is posted and provided with a website link to access the report.
If you have already elected to receive shareholders reports electronically, your election will not be affected and you need not take any further action. You may elect to receive shareholder reports and other communications from the Funds electronically anytime in advance of January 1, 2021 by contacting your financial intermediary (such as broker-dealer or bank) or, if you are a direct investor, by calling 1-844-394-6127 or by sending an e-mail request to BGFundsReporting@bailliegifford.com.
If you currently receive reports in paper and wish to continue to do so after January 1, 2021, you may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request to receive paper copies of your shareholder reports. If you invest directly with the Funds, you can call 1-844-394-6127 or send an email request to BGFundsReporting@bailliegifford.com. Your election to receive reports in paper will apply to all funds held in your account (whether or not they are Baillie Gifford Funds) if you invest through your financial intermediary or all Funds held with the Baillie Gifford Funds complex if you invest directly with the Funds.
Index
Page Number | | | |
| 01 | | | Management Discussion | |
| 02 | | | Fund Expenses | |
| | The Multi Asset Fund | |
| 04 | | | Industry Diversification Table | |
| 05 | | | Portfolio of Investments | |
| 16 | | | Statement of Assets and Liabilities | |
| 17 | | | Statement of Operations | |
| 19 | | | Statement of Changes in Net Assets | |
| | Financial Highlights | |
| 20 | | | Selected Data for Class K | |
| 21 | | | Selected Data for Institutional Class | |
| 22 | | | Notes to Financial Statements | |
| 33 | | | Report of Independent Registered Public Accounting Firm | |
| | Supplemental Information | |
| 34 | | | Federal Income Tax Information | |
| 35 | | | Management of the Trust | |
| 37 | | | Board Considerations Regarding New Fund's Contract Approval | |
![](https://capedge.com/proxy/N-CSR/0001104659-19-038184/j19106052_qxp003.jpg)
Source: © David Robertson / Alamy Stock Photo
Management Discussion (unaudited)
Annual Report April 30, 2019
The Multi Asset Fund
Market conditions and review of performance of share Class K since inception to April 30, 2019
After several good years, in which most asset classes have performed well, 2018 served as a reminder to us all that we should never become complacent. Most asset classes struggled as the buoyant sentiment of the past few years was overwhelmed by the weight of risks to the macroeconomic environment. However, as if to prove the extent to which investment markets are in a general state of flux, the start of 2019 has been more upbeat, at least from a returns perspective, with a number of asset classes rebounding from the December 2018 selloff.
Class K of the Fund delivered a positive return of 7.06% since inception of the Fund on December 4, 2018. All asset classes in which the Fund invests contributed positively to performance over the period, with listed equities, emerging market government bonds, infrastructure and real estate the key contributors to performance. Listed equities was the asset class that delivered the largest positive contribution to the Fund's performance, driven by strong returns from our Emerging Market and International Equity Fund holdings as well as our investment in Chinese A shares. Emerging market government bonds also performed well, as the asset class continued its recovery from the losses sustained in the summer of 2018, when many investors moved out of these perceived riskier assets in favor of more 'safe-haven' opportunities.
Our central expectation is for global growth to remain around long-term trend levels in 2019. That is predicated on, among other factors, monetary policy remaining broadly stimulative in most regions; on a mutually agreeable resolution to the trade dispute between the US and China; and on China's efforts to stimulate its economy proving successful, at least in preventing any further deterioration in growth. While most asset markets have rallied sharply since the start of 2019, few markets look particularly expensive in our view. We believe most economic assets can deliver positive returns against this backdrop of trend growth, supportive monetary policy and fair valuations, and we maintain relatively larger allocations to these attractive asset classes.
Of course, we recognize that there are risks to that outlook, and we seek to protect your portfolio against them. One concern we have is around increasing inflationary pressure, particularly in the US, Japan and
Europe and as such we hold inflation protection (breakeven positions) in the portfolio. We also use currency positioning to hedge against potential negative outcomes and continue to hold a long position in the Japanese yen against the Korean won.
01
Fund Expenses (unaudited)
Annual Report April 30, 2019
As a shareholder of The Multi Asset Fund (the "Fund") you incur ongoing costs, including advisory fees, administration and supervisory fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual 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 December 4, 2018 to April 30, 2019.
Actual Expenses
The first line of each table 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 the 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 under the heading entitled "Expenses Paid During the Period" to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The second line of each table on the following page provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed annual rate of return of 5% 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 the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of 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 of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
02
Fund Expenses (unaudited)
Annual Report April 30, 2019
| | Beginning Account Value 12/4/18 | | Ending Account Value 04/30/19 | | Annualized Expense Ratios Based on the Period 12/4/18 to 04/30/19 | | Expenses Paid During Period | |
The Multi Asset Fund — Class K | |
Actual* | | $ | 1,000 | | | $ | 1,070.60 | | | | 0.55 | % | | $ | 2.31 | | |
Hypothetical (5% return before expenses) | | $ | 1,000 | | | $ | 1,016.51 | | | | 0.55 | % | | $ | 2.25 | | |
The Multi Asset Fund — Institutional Class | |
Actual* | | $ | 1,000 | | | $ | 1,070.60 | | | | 0.55 | % | | $ | 2.31 | | |
Hypothetical (5% return before expenses) | | $ | 1,000 | | | $ | 1,016.51 | | | | 0.55 | % | | $ | 2.25 | | |
* Commencement of operations on December 4, 2018. Expenses are calculated using the Fund's annualized expense ratio, multiplied by the ending value for the period, multiplied by 148/365 (to reflect the period from commencement of operations through April 30, 2019).
Expenses are calculated using the annualized expense ratio for the Fund, which represents the ongoing expenses as a percentage of net assets for the year or period ended April 30, 2019. Expenses are calculated by multiplying the annualized expense ratio by the average account value for the period; then multiplying the result
by the number of days in the most recent period; and then dividing that result by the number of days in the calendar year. Expense ratios for the most recent period may differ from expense ratios based on the data in the financial highlights.
03
Industry Diversification Table
Annual Report April 30, 2019
April 30, 2019
The Multi Asset Fund
| | Value | | % of Total Net Assets | |
Aerospace/Defense | | $ | 8,330 | | | | 0.1 | % | |
Agriculture | | | 2,035 | | | | 0.0 | (a) | |
Apparel | | | 8,950 | | | | 0.1 | | |
Asset Backed Securities | | | 289,775 | | | | 2.7 | | |
Auto Parts & Equipment | | | 12,753 | | | | 0.1 | | |
Banks | | | 216,329 | | | | 2.0 | | |
Chemicals | | | 23,929 | | | | 0.2 | | |
Commercial Services | | | 19,507 | | | | 0.2 | | |
Computers | | | 7,406 | | | | 0.1 | | |
Distribution/Wholesale | | | 4,030 | | | | 0.0 | (a) | |
Electric | | | 291,680 | | | | 2.7 | | |
Electronics | | | 27,663 | | | | 0.3 | | |
Energy-Alternate Sources | | | 208,304 | | | | 2.0 | | |
Engineering & Construction | | | 3,146 | | | | 0.0 | (a) | |
Entertainment | | | 18,150 | | | | 0.2 | | |
Food | | | 13,679 | | | | 0.1 | | |
Food Service | | | 4,071 | | | | 0.0 | (a) | |
Forest Products & Paper | | | 4,110 | | | | 0.0 | (a) | |
Gas | | | 47,593 | | | | 0.4 | | |
Hand/Machine Tools | | | 5,194 | | | | 0.1 | | |
Healthcare-Services | | | 16,102 | | | | 0.2 | | |
Housewares | | | 16,149 | | | | 0.2 | | |
Insurance | | | 7,263 | | | | 0.1 | | |
Internet | | | 43,948 | | | | 0.4 | | |
Investment Companies | | | 77,276 | | | | 0.7 | | |
Machinery-Diversified | | | 4,070 | | | | 0.0 | (a) | |
Media | | | 37,165 | | | | 0.4 | | |
Mining | | | 21,495 | | | | 0.2 | | |
Miscellaneous Manufacturing | | | 15,925 | | | | 0.2 | | |
Oil & Gas | | | 50,097 | | | | 0.5 | | |
Packaging & Containers | | | 26,015 | | | | 0.2 | | |
Pharmaceuticals | | | 6,112 | | | | 0.1 | | |
Pipelines | | | 3,127 | | | | 0.0 | (a) | |
Pooled Investment Vehicles | | | 2,966,962 | | | | 27.7 | | |
Real Estate | | | 127,332 | | | | 1.2 | | |
REITS | | | 784,824 | | | | 7.3 | | |
Retail | | | 34,371 | | | | 0.3 | | |
Software | | | 19,706 | | | | 0.2 | | |
Sovereign | | | 4,220,772 | | | | 39.4 | | |
Telecommunications | | | 75,519 | | | | 0.7 | | |
Transportation | | | 6,135 | | | | 0.1 | | |
Total Value of Investments | | | 9,776,999 | | | | 91.4 | | |
Other assets less liabilities | | | 924,262 | | | | 8.6 | | |
Net Assets | | $ | 10,701,261 | | | | 100.0 | % | |
(a) Amounts rounds to less than 0.1%.
04
Annual Report April 30, 2019
April 30, 2019
The Multi Asset Fund
| | Shares/Principal | | Value | |
POOLED INVESTMENT VEHICLES — 28.6% | |
GUERNSEY — 2.2% | |
International Public Partnerships Ltd. | | | 49,500 | | | $ | 104,161 | | |
NextEnergy Solar Fund Ltd. | | | 38,730 | | | | 59,595 | | |
Renewables Infrastructure Group Ltd. (The) | | | 47,583 | | | | 77,276 | | |
| | | | | 241,032 | | |
IRELAND — 2.5% | |
Aspect Core Trend Fund | | | 2,741 | | | | 265,856 | | |
LUXEMBOURG — 0.5% | |
BBGI SICAV SA | | | 27,860 | | | | 57,945 | | |
SINGAPORE — 0.2% | |
Keppel Infrastructure Trust | | | 63,300 | | | | 22,107 | | |
UNITED KINGDOM — 3.7% | |
3i Infrastructure PLC | | | 10,000 | | | | 37,601 | | |
Foresight Solar Fund Ltd. | | | 38,560 | | | | 61,578 | | |
Greencoat UK Wind PLC | | | 26,860 | | | | 49,666 | | |
Hicl Infrastructure PLC | | | 91,100 | | | | 197,587 | | |
John Laing Environmental Assets Group Ltd. | | | 32,225 | | | | 47,904 | | |
| | | | | 394,336 | | |
UNITED STATES — 19.5% | |
Credit Suisse Managed Futures Strategy Fund, Class I * | | | 25,800 | | | | 258,516 | | |
The Emerging Markets Fund, Class K (1) | | | 13,761 | | | | 285,408 | | |
The International Equity Fund, Class K (1) | | | 94,255 | | | | 1,208,349 | | |
The U.S. Equity Growth Fund, Class K *(1) | | | 19,082 | | | | 332,796 | | |
| | | | | 2,085,069 | | |
Total Pooled Investment Vehicles | |
(cost $2,885,781) | | | | | 3,066,345 | | |
INFLATION INDEXED BONDS — 17.7% | |
FRANCE — 2.0% | |
French Republic Government Bond OAT, 0.70%, 07/25/30 | | EUR | 161,427 | | | | 212,284 | | |
The accompanying notes are an integral part of the financial statements.
05
Annual Report April 30, 2019
April 30, 2019
The Multi Asset Fund
| | Shares/Principal | | Value | |
GERMANY — 2.0% | |
Deutsche Bundesrepublik Inflation Linked Bond, 0.10%, 04/15/26 | | EUR | 171,042 | | | $ | 212,182 | | |
JAPAN — 2.9% | |
Japanese Government CPI Linked Bond, 0.10%, 03/10/27 | | JPY | 33,993,455 | | | | 316,605 | | |
MEXICO — 2.0% | |
Mexican Udibonos, Series S, 4.50%, 12/04/25 | | MXN | 3,822,815 | | | | 209,602 | | |
UNITED STATES — 8.8% | |
U.S. Treasury Inflation Indexed Note, 0.13%, 04/15/20 | | | 490,100 | | | | 526,311 | | |
U.S. Treasury Inflation Indexed Note, 0.63%, 01/15/26 | | | 386,100 | | | | 414,525 | | |
| | | | | 940,836 | | |
Total Inflation Indexed Bonds | |
(cost $1,851,674) | | | | | 1,891,509 | | |
FOREIGN GOVERNMENT BONDS — 14.3% | |
CHILE — 2.7% | |
Bonos de la Tesoreria de la Republica en pesos, 5.00%, 03/01/35 | | CLP | 180,000,000 | | | | 288,864 | | |
COLOMBIA — 1.7% | |
Colombian TES, Series B, 7.00%, 06/30/32 | | COP | 606,000,000 | | | | 187,385 | | |
INDONESIA — 1.8% | |
Indonesian Treasury Bond, 9.00%, 03/15/29 | | IDR | 2,495,000,000 | | | | 188,141 | | |
MALAYSIA — 1.8% | |
Malaysian Government Bond, 3.91%, 07/15/26 | | MYR | 810,000 | | | | 197,386 | | |
PERU — 2.8% | |
Peruvian Government Bond, 6.15%, 08/12/32 | | PEN | 935,000 | | | | 297,720 | | �� |
POLAND — 0.8% | |
Republic of Poland Government Bond, 2.50%, 07/25/27 | | PLN | 320,000 | | | | 81,603 | | |
SOUTH AFRICA — 0.9% | |
Republic of South Africa Government Bond, 8.00%, 01/31/30 | | ZAR | 1,530,000 | | | | 98,763 | | |
The accompanying notes are an integral part of the financial statements.
06
Annual Report April 30, 2019
April 30, 2019
The Multi Asset Fund
| | Shares/Principal | | Value | |
TURKEY — 1.8% | |
Turkish Government International Bond, 7.38%, 02/05/25 | | TRY | 193,000 | | | $ | 190,974 | | |
Total Foreign Government Bonds | |
(cost $1,503,185) | | | | | 1,530,836 | | |
CORPORATE BONDS — 7.8% | |
AUSTRALIA — 0.1% | |
FMG Resources August 2006 Pty Ltd., 4.75%, 05/15/22 | | | 6,000 | | | | 6,075 | | |
CANADA — 0.4% | |
Bell Canada, Inc., Series MTN, 4.75%, 09/29/44 | | | 21,000 | | | | 17,128 | | |
Fairfax US, Inc., 4.88%, 08/13/24 | | | 7,000 | | | | 7,263 | | |
Stars Group Holdings BV / Stars Group US Co.-Borrower LLC, 7.00%, 07/15/26 | | | 4,000 | | | | 4,195 | | |
Teck Resources Ltd., 8.50%, 06/01/24 | | | 7,000 | | | | 7,490 | | |
Vermilion Energy, Inc., 5.63%, 03/15/25 | | | 7,000 | | | | 6,947 | | |
| | | | | 43,023 | | |
FRANCE — 0.3% | |
Electricite de France SA, 6.95%, 01/26/39 | | | 14,000 | | | | 18,302 | | |
Orange SA, 9.00%, 03/01/31 | | | 12,000 | | | | 17,643 | | |
| | | | | 35,945 | | |
ITALY — 0.1% | |
Telecom Italia Capital SA, 7.20%, 07/18/36 | | | 6,000 | | | | 6,147 | | |
NORWAY — 0.2% | |
Equinor ASA, 6.13%, 11/27/28 | | | 10,000 | | | | 17,828 | | |
SWITZERLAND — 1.5% | |
UBS AG , Zero cpn., 02/05/20 | | | 690 | | | | 84,091 | | |
UBS AG , Zero cpn., 02/05/20 | | | 630 | | | | 79,613 | | |
| | | | | 163,704 | | |
UNITED KINGDOM — 0.4% | |
British Land Co. PLC (The), 5.26%, 09/24/35 | | | 10,000 | | | | 16,795 | | |
EnQuest PLC, 7.00%, PIK , 04/15/22 | | | 6,021 | | | | 5,043 | | |
HSBC Holdings PLC, 5.75%, 12/20/27 | | | 11,000 | | | | 17,172 | | |
| | | | | 39,010 | | |
The accompanying notes are an integral part of the financial statements.
07
Annual Report April 30, 2019
April 30, 2019
The Multi Asset Fund
| | Shares/Principal | | Value | |
UNITED STATES — 4.8% | |
ACI Worldwide, Inc., 5.75%, 08/15/26 | | | 4,000 | | | $ | 4,135 | | |
Antero Resources Corp., 5.13%, 12/01/22 | | | 7,000 | | | | 7,026 | | |
APX Group, Inc., 7.88%, 12/01/22 | | | 4,000 | | | | 3,990 | | |
Aramark Services, Inc., 5.00%, 02/01/28 | | | 4,000 | | | | 4,071 | | |
AT&T, Inc., 5.25%, 03/01/37 | | | 16,000 | | | | 17,126 | | |
Blue Cube Spinco LLC, 9.75%, 10/15/23 | | | 6,000 | | | | 6,705 | | |
Booking Holdings, Inc., 3.60%, 06/01/26 | | | 17,000 | | | | 17,375 | | |
Cable One, Inc., 5.75%, 06/15/22 | | | 4,000 | | | | 4,066 | | |
Catalent Pharma Solutions, Inc., 4.88%, 01/15/26 | | | 6,000 | | | | 6,015 | | |
CCO Holdings LLC / CCO Holdings Capital Corp., 5.25%, 09/30/22 | | | 9,000 | | | | 9,146 | | |
CenturyLink, Inc., Series P, 7.60%, 09/15/39 | | | 8,000 | | | | 7,000 | | |
Cheniere Corpus Christi Holdings LLC, 5.13%, 06/30/27 | | | 3,000 | | | | 3,127 | | |
Citigroup, Inc., 8.13%, 07/15/39 | | | 12,000 | | | | 18,182 | | |
Colfax Corp., 6.00%, 02/15/24 | | | 5,000 | | | | 5,194 | | |
Darling Ingredients, Inc., 5.25%, 04/15/27 | | | 2,000 | | | | 2,035 | | |
Dell International LLC / EMC Corp., 7.13%, 06/15/24 | | | 7,000 | | | | 7,406 | | |
Enviva Partners LP / Enviva Partners Finance Corp., 8.50%, 11/01/21 | | | 4,000 | | | | 4,160 | | |
FirstCash, Inc., 5.38%, 06/01/24 | | | 8,000 | | | | 8,180 | | |
Fortive Corp., 3.15%, 06/15/26 | | | 17,000 | | | | 16,538 | | |
Freeport-McMoRan, Inc., 3.55%, 03/01/22 | | | 8,000 | | | | 7,930 | | |
frontdoor, Inc., 6.75%, 08/15/26 | | | 3,000 | | | | 3,146 | | |
General Electric Co., 2.50%, 03/28/20 | | | 16,000 | | | | 15,925 | | |
Goodyear Tire & Rubber Co. (The), 4.88%, 03/15/27 | | | 8,000 | | | | 7,600 | | |
Graham Holdings Co., 5.75%, 06/01/26 | | | 9,000 | | | | 9,427 | | |
Hanesbrands, Inc., 4.63%, 05/15/24 | | | 5,000 | | | | 5,050 | | |
HLF Financing Sarl LLC / Herbalife International, Inc., 7.25%, 08/15/26 | | | 6,000 | | | | 6,112 | | |
IQVIA, Inc., 4.88%, 05/15/23 | | | 4,000 | | | | 4,065 | | |
JBS USA LUX SA / JBS USA Finance, Inc., 5.75%, 06/15/25 | | | 7,000 | | | | 7,184 | | |
L Brands, Inc., 6.88%, 11/01/35 | | | 7,000 | | | | 6,212 | | |
Land O'Lakes Capital Trust I, 7.45%, 03/15/28 | | | 6,000 | | | | 6,495 | | |
Liberty Interactive LLC, 4.00%, 11/15/29 | | | 8,308 | | | | 5,795 | | |
LKQ Corp., 4.75%, 05/15/23 | | | 4,000 | | | | 4,030 | | |
Matador Resources Co., 5.88%, 09/15/26 | | | 6,000 | | | | 6,045 | | |
Match Group, Inc., 5.00%, 12/15/27 | | | 4,000 | | | | 4,020 | | |
MEDNAX, Inc., 5.25%, 12/01/23 | | | 4,000 | | | | 4,070 | | |
Meritor, Inc., 6.25%, 02/15/24 | | | 5,000 | | | | 5,153 | | |
Mueller Water Products, Inc., 5.50%, 06/15/26 | | | 4,000 | | | | 4,070 | | |
Multi-Color Corp., 4.88%, 11/01/25 | | | 5,000 | | | | 5,194 | | |
Netflix, Inc., 4.38%, 11/15/26 | | | 9,000 | | | | 8,910 | | |
The accompanying notes are an integral part of the financial statements.
08
Annual Report April 30, 2019
April 30, 2019
The Multi Asset Fund
| | Shares/Principal | | Value | |
Netflix, Inc., 4.88%, 04/15/28 | | | 2,000 | | | $ | 1,983 | | |
Newell Brands, Inc., 4.20%, 04/01/26 | | | 17,000 | | | | 16,149 | | |
Penske Automotive Group, Inc., 5.50%, 05/15/26 | | | 9,000 | | | | 8,978 | | |
Praxair, Inc., 3.20%, 01/30/26 | | | 17,000 | | | | 17,224 | | |
PTC, Inc., 6.00%, 05/15/24 | | | 11,000 | | | | 11,506 | | |
QVC, Inc., 4.38%, 03/15/23 | | | 2,000 | | | | 2,023 | | |
Range Resources Corp., 5.75%, 06/01/21 | | | 7,000 | | | | 7,208 | | |
Reynolds Group Issuer, Inc. / Reynolds Group Issuer LLC / Reynolds Group Issuer Lu, 7.00%, 07/15/24 | | | 11,000 | | | | 11,371 | | |
Sally Holdings LLC / Sally Capital, Inc., 5.63%, 12/01/25 | | | 9,000 | | | | 8,978 | | |
Santander Holdings USA, Inc., 4.40%, 07/13/27 | | | 17,000 | | | | 17,271 | | |
Schweitzer-Mauduit International, Inc., 6.88%, 10/01/26 | | | 4,000 | | | | 4,110 | | |
Scientific Games International, Inc., 5.00%, 10/15/25 | | | 9,000 | | | | 8,955 | | |
Sealed Air Corp., 5.50%, 09/15/25 | | | 9,000 | | | | 9,450 | | |
Sensata Technologies BV, 5.00%, 10/01/25 | | | 7,000 | | | | 7,175 | | |
Sirius XM Radio, Inc., 5.38%, 04/15/25 | | | 12,000 | | | | 12,300 | | |
Six Flags Entertainment Corp., 4.88%, 07/31/24 | | | 5,000 | | | | 5,000 | | |
Sprint Corp., 7.25%, 09/15/21 | | | 10,000 | | | | 10,475 | | |
Tenet Healthcare Corp., 4.63%, 07/15/24 | | | 6,000 | | | | 6,017 | | |
Tesla Energy Operations, Inc., 1.63%, 11/01/19 | | | 7,000 | | | | 6,792 | | |
Townsquare Media, Inc., 6.50%, 04/01/23 | | | 6,000 | | | | 5,858 | | |
TransDigm, Inc., 6.25%, 03/15/26 | | | 8,000 | | | | 8,330 | | |
TTM Technologies, Inc., 5.63%, 10/01/25 | | | 4,000 | | | | 3,950 | | |
VeriSign, Inc., 5.25%, 04/01/25 | | | 11,000 | | | | 11,660 | | |
Weight Watchers International, Inc., 8.63%, 12/01/25 | | | 7,000 | | | | 6,090 | | |
Wolverine World Wide, Inc., 5.00%, 09/01/26 | | | 4,000 | | | | 3,900 | | |
WP Carey, Inc., 4.25%, 10/01/26 | | | 17,000 | | | | 17,229 | | |
XPO Logistics, Inc., 6.50%, 06/15/22 | | | 6,000 | | | | 6,135 | | |
| | | | | 514,027 | | |
Total Corporate Bonds | |
(cost $767,926) | | | | | 825,759 | | |
REITs — 7.0% | |
FRANCE — 1.0% | |
Covivio | | | 248 | | | | 26,842 | | |
Gecina SA | | | 250 | | | | 37,354 | | |
ICADE | | | 470 | | | | 40,169 | | |
| | | | | 104,365 | | |
The accompanying notes are an integral part of the financial statements.
09
Annual Report April 30, 2019
April 30, 2019
The Multi Asset Fund
| | Shares/Principal | | Value | |
GUERNSEY — 0.4% | |
UK Commercial Property REIT Ltd. | | | 33,800 | | | $ | 39,007 | | |
IRELAND — 0.3% | |
Hibernia REIT PLC | | | 22,200 | | | | 35,606 | | |
ITALY — 0.2% | |
Immobiliare Grande Distribuzione SIIQ SpA | | | 3,000 | | | | 22,712 | | |
NETHERLANDS — 0.2% | |
Vastned Retail NV | | | 660 | | | | 23,188 | | |
SPAIN — 0.2% | |
Merlin Properties Socimi SA | | | 1,900 | | | | 25,917 | | |
UNITED KINGDOM — 4.7% | |
British Land Co. PLC (The) | | | 18,820 | | | | 146,018 | | |
Hammerson PLC | | | 33,754 | | | | 142,015 | | |
Land Securities Group PLC | | | 12,550 | | | | 151,252 | | |
LondonMetric Property PLC | | | 16,040 | | | | 42,293 | | |
Tritax Big Box REIT PLC | | | 9,500 | | | | 18,427 | | |
| | | | | 500,005 | | |
Total REITs | |
(cost $726,201) | | | | | 750,800 | | |
COMMON STOCKS — 5.9% | |
GERMANY — 1.2% | |
ADO Properties SA | | | 285 | | | | 14,960 | | |
Deutsche Wohnen SE | | | 780 | | | | 35,136 | | |
LEG Immobilien AG | | | 330 | | | | 38,504 | | |
Vonovia SE | | | 775 | | | | 38,732 | | |
| | | | | 127,332 | | |
ITALY — 0.3% | |
Italgas SpA | | | 4,080 | | | | 25,486 | | |
MALAYSIA — 0.2% | |
Tenaga Nasional Bhd | | | 6,400 | | | | 19,047 | | |
The accompanying notes are an integral part of the financial statements.
10
Annual Report April 30, 2019
April 30, 2019
The Multi Asset Fund
| | Shares/Principal | | Value | |
SOUTH KOREA — 0.2% | |
Korea Electric Power Corp. ADR * | | | 1,700 | | | $ | 20,689 | | |
SPAIN — 0.4% | |
EDP Renovaveis SA * | | | 3,730 | | | | 37,025 | | |
UNITED KINGDOM — 1.2% | |
John Laing Group PLC | | | 26,560 | | | | 133,349 | | |
UNITED STATES — 2.4% | |
Ameren Corp. | | | 470 | | | | 34,202 | | |
Avangrid, Inc. | | | 650 | | | | 33,286 | | |
Consolidated Edison, Inc. | | | 270 | | | | 23,263 | | |
Eversource Energy | | | 480 | | | | 34,397 | | |
Exelon Corp. | | | 710 | | | | 36,175 | | |
TerraForm Power, Inc., Class A | | | 4,720 | | | | 64,003 | | |
WEC Energy Group, Inc. | | | 450 | | | | 35,294 | | |
| | | | | 260,620 | | |
Total Common Stocks | |
(cost $577,588) | | | | | 623,548 | | |
SOVEREIGN DEBTS — 5.0% | |
EGYPT — 2.0% | |
Egyptian Treasury Bills, 11/26/19 (2) | | EGP | 4,050,000 | | | | 214,893 | | |
JAPAN — 3.0% | |
Japanese Treasury Discount Bill, 06/24/19 (2) | | JPY | 35,100,000 | | | | 315,171 | | |
Total Sovereign Debts | |
(cost $519,195) | | | | | 530,064 | | |
COLLATERALIZED LOAN OBLIGATIONS — 2.6% | |
IRELAND — 1.5% | |
Carlyle Euro CLO, Class B, Series 2017-1X, 2.15%, FRN, (3 Month EURIBOR + 2.15%), 07/15/30 (3) | | | 150,000 | | | | 166,170 | | |
The accompanying notes are an integral part of the financial statements.
11
Annual Report April 30, 2019
April 30, 2019
The Multi Asset Fund
| | Shares/Principal | | Value | |
NETHERLANDS — 1.1% | |
Barings Euro CLO, Class B1A, Series 2018-2X, 1.70%, FRN, (3 Month EURIBOR + 1.70%), 10/15/31 (3) | | | 110,000 | | | $ | 123,605 | | |
Total Collateralized Loan Obligations | |
(cost $293,572) | | | | | 289,775 | | |
TREASURY BILLS — 2.5% | |
UNITED STATES — 2.5% | |
U.S. Treasury Bill, 08/01/19 (2) | | | 270,000 | | | | 268,363 | | |
Total Treasury Bills | |
(cost $268,358) | | | | | 268,363 | | |
TOTAL INVESTMENTS — 91.4% | |
(cost $9,393,480) | | | | $ | 9,776,999 | | |
Other assets less liabilities — 8.6% | | | | | 924,262 | | |
NET ASSETS — 100.0% | | | | $ | 10,701,261 | | |
* Non-income producing security.
(1) Affiliated Fund.
(2) Security issued on a discount basis with no stated coupon rate. Income is recognized through the accretion of discount.
(3) Variable rate security.
3-Month Euribor rate as of April 30, 2019 was (0.310%).
The accompanying notes are an integral part of the financial statements.
12
Annual Report April 30, 2019
April 30, 2019
The Multi Asset Fund
A summary of the Fund's transactions with affiliated funds during the period ended April 30, 2019 is as follows:
Affiliated Fund Holdings
| | Shares at December 4, 2018 | | Value at December 4, 2018 | | Purchases Cost | | Sales Proceeds | | Net Realized Gain/ (Loss) | | Net change in unrealized Appreciation/ (Depreciation) | | Income Distributions | | Capital Gain Distributions | | Shares at April 30, 2019 | | Value at April 30, 2019 | |
The Emerging Markets Fund, Class K | | | — | | | $ | — | | | $ | 375,722 | | | $ | (104,993 | ) | | $ | (742 | ) | | $ | 15,421 | | | $ | 4,412 | | | $ | 26,773 | | | | 13,761 | | | $ | 285,408 | | |
The International Equity Fund, Class K | | | — | | | | — | | | | 1,325,110 | | | | (184,823 | ) | | | (953 | ) | | | 69,015 | | | | 18,555 | | | | 87,298 | | | | 94,255 | | | | 1,208,349 | | |
The U.S. Equity Growth Fund, Class K | | | — | | | | — | | | | 305,870 | | | | — | | | | — | | | | 26,926 | | | | 247 | | | | 5,114 | | | | 19,082 | | | | 332,796 | | |
| | | — | | | $ | — | | | $ | 2,006,702 | | | $ | (289,816 | ) | | $ | (1,695 | ) | | $ | 111,362 | | | $ | 23,214 | | | $ | 119,185 | | | | 127,098 | | | $ | 1,826,553 | | |
For more information on the affiliated fund holdings, please refer to Note B.
Open futures contracts outstanding at April 30, 2019:
Description | | Expiration Date | | Number of Contracts Purchased (Sold) | | Notional Value at April 30, 2019 | | Unrealized Appreciation (Depreciation) | |
10 Year Mini JGB Futures | | June 2019 | | | (2 | ) | | $ | (274,195 | ) | | $ | (396 | ) | |
Euro — Bund Futures | | June 2019 | | | (1 | ) | | | (185,412 | ) | | | 97 | | |
Euro — OAT Futures | | June 2019 | | | (1 | ) | | | (181,700 | ) | | | (442 | ) | |
US 10 Year Ultra Futures | | June 2019 | | | (3 | ) | | | (395,344 | ) | | | (6,251 | ) | |
| | | | | | | | $ | (6,992 | ) | |
Open forward foreign currency contracts outstanding at April 30, 2019:
Counterparty | | Settlement Date | | Currency To Deliver | | Currency To Receive | | Unrealized Appreciation | | Unrealized Depreciation | |
The Bank of New York Mellon | | 5/9/19 | | EUR | 98,000 | | | USD | 112,800 | | | $ | 2,798 | | | $ | — | | |
The Bank of New York Mellon | | 5/15/19 | | AUD | 1,170,000 | | | USD | 831,048 | | | | 5,943 | | | | — | | |
The Bank of New York Mellon | | 5/15/19 | | EUR | 1,853,000 | | | USD | 2,086,832 | | | | 5,811 | | | | — | | |
The Bank of New York Mellon | | 5/15/19 | | GBP | 1,974,000 | | | USD | 2,582,870 | | | | 6,657 | | | | — | | |
The Bank of New York Mellon | | 5/15/19 | | JPY | 113,100,000 | | | USD | 1,017,589 | | | | 995 | | | | — | | |
The Bank of New York Mellon | | 5/15/19 | | USD | 250,201 | | | JPY | 27,800,000 | | | | — | | | | (322 | ) | |
The Bank of New York Mellon | | 5/16/19 | | USD | 51,977 | | | KZT | 19,800,000 | | | | — | | | | (116 | ) | |
The Bank of New York Mellon | | 5/22/19 | | KRW | 791,000,000 | | | USD | 692,884 | | | | 13,723 | | | | — | | |
The Bank of New York Mellon | | 5/30/19 | | KRW | 111,000,000 | | | USD | 99,463 | | | | 4,041 | | | | — | | |
The Bank of New York Mellon | | 6/6/19 | | CHF | 101,700 | | | USD | 102,701 | | | | 2,536 | | | | — | | |
The accompanying notes are an integral part of the financial statements.
13
Annual Report April 30, 2019
April 30, 2019
The Multi Asset Fund
Counterparty | | Settlement Date | | Currency To Deliver | | Currency To Receive | | Unrealized Appreciation | | Unrealized Depreciation | |
The Bank of New York Mellon | | 6/6/19 | | HUF | 56,600,000 | | | USD | 205,216 | | | $ | 8,715 | | | $ | — | | |
The Bank of New York Mellon | | 6/6/19 | | JPY | 9,800,000 | | | USD | 87,868 | | | | — | | | | (380 | ) | |
The Bank of New York Mellon | | 6/6/19 | | PEN | 340,000 | | | USD | 102,363 | | | | — | | | | (296 | ) | |
The Bank of New York Mellon | | 6/6/19 | | RUB | 6,950,000 | | | USD | 104,354 | | | | — | | | | (2,747 | ) | |
The Bank of New York Mellon | | 6/6/19 | | USD | 194,759 | | | AUD | 274,000 | | | | — | | | | (1,425 | ) | |
The Bank of New York Mellon | | 6/6/19 | | USD | 102,682 | | | CHF | 101,700 | | | | — | | | | (2,517 | ) | |
The Bank of New York Mellon | | 6/6/19 | | USD | 102,449 | | | GBP | 77,000 | | | | — | | | | (1,839 | ) | |
The Bank of New York Mellon | | 6/6/19 | | USD | 302,550 | | | JPY | 33,600,000 | | | | 15 | | | | — | | |
The Bank of New York Mellon | | 6/6/19 | | USD | 106,239 | | | NOK | 905,000 | | | | — | | | | (1,183 | ) | |
The Bank of New York Mellon | | 6/6/19 | | USD | 102,394 | | | PEN | 340,000 | | | | 265 | | | | — | | |
The Bank of New York Mellon | | 6/13/19 | | EUR | 88,100 | | | USD | 99,454 | | | | 263 | | | | — | | |
The Bank of New York Mellon | | 6/13/19 | | USD | 205,326 | | | COP | 640,000,000 | | | | — | | | | (7,827 | ) | |
The Bank of New York Mellon | | 6/13/19 | | USD | 195,614 | | | NOK | 1,695,000 | | | | 1,200 | | | | — | | |
The Bank of New York Mellon | | 6/27/19 | | PHP | 11,300,000 | | | USD | 213,745 | | | | — | | | | (3,592 | ) | |
The Bank of New York Mellon | | 6/27/19 | | USD | 213,937 | | | CLP | 143,400,000 | | | | — | | | | (2,289 | ) | |
The Bank of New York Mellon | | 6/27/19 | | USD | 213,919 | | | IDR | 3,070,000,000 | | | | 311 | | | | — | | |
The Bank of New York Mellon | | 7/25/19 | | CAD | 269,000 | | | USD | 201,503 | | | | 286 | | | | — | | |
The Bank of New York Mellon | | 9/26/19 | | KRW | 108,000,000 | | | USD | 95,648 | | | | 2,384 | | | | — | | |
Total unrealized appreciation (depreciation) | | $ | 55,943 | | | $ | (24,533 | ) | |
ADR — American Depositary Receipt
AUD — Australian Dollar
CAD — Canadian Dollar
CHF — Swiss Franc
CLO — Collateralized Loan Obligation
CLP — Chilean Peso
COP — Colombian Peso
CPI — Consumer Price Index
EGP — Egyptian Pound
EUR — Euro
EURIBOR — Euro Inter Bank Offer Rate
FRN — Floating Rate Note
IDR — Indonesian Rupiah
GBP — Great Britain Pound
HUF — Hungarian Forint
JPY — Japanese Yen
KRW — South Korean Won
KZT — Kazakhstani Tenge
MTN — Medium Term Note
MXN — Mexican Peso
MYR — Malaysian Ringgit
NOK — Norwegian Krone
PEN — Peruvian Nuevo Sol
PHP — Philippine Peso
PIK — Payment-in Kind
PLN — Polish Zloty
REIT — Real Estate Investment Trust
RUB — Russian Ruble
TRY — Turkish Lira
ZAR — South African Rand
The accompanying notes are an integral part of the financial statements.
14
Annual Report April 30, 2019
April 30, 2019
The Multi Asset Fund
Fair Value Measurement
The following is a summary of the inputs used as of April 30, 2019 in valuing the Funds' investments carried at fair value:
Investments in Securities(1) | | Level 1 | | Level 2 | | Level 3 | | Total | |
Assets: | |
Pooled Investment Vehicles | | $ | 2,566,035 | | | $ | 500,310 | | | $ | — | | | $ | 3,066,345 | | |
Inflation Indexed Bonds | | | — | | | | 1,891,509 | | | | — | | | | 1,891,509 | | |
Foreign Government Bonds | | | — | | | | 1,530,836 | | | | — | | | | 1,530,836 | | |
Corporate Bonds | | | — | | | | 825,759 | | | | — | | | | 825,759 | | |
REITs | | | 206,629 | | | | 544,171 | | | | — | | | | 750,800 | | |
Common Stocks | | | 333,294 | | | | 290,254 | | | | — | | | | 623,548 | | |
Sovereign Debts | | | — | | | | 530,064 | | | | — | | | | 530,064 | | |
Collateralized Loan Obligations | | | — | | | | 289,775 | | | | — | | | | 289,775 | | |
Treasury Bills | | | 268,363 | | | | — | | | | — | | | | 268,363 | | |
Total Investment in Securities | | $ | 3,374,321 | | | $ | 6,402,678 | | | $ | — | | | $ | 9,776,999 | | |
Other Financial Instruments(2) | |
Forward Foreign Currency Contracts | | | — | | | | 55,943 | | | | — | | | | 55,943 | | |
Futures Contracts | | | 97 | | | | — | | | | — | | | | 97 | | |
Total Investments in Securities and Other Financial Instruments | | $ | 3,374,418 | | | $ | 6,458,621 | | | $ | — | | | $ | 9,833,039 | | |
Liabilities: | |
Other Financial Instruments(2) | |
Forward Foreign Currency Contracts | | | — | | | | 24,533 | | | | — | | | | 24,533 | | |
Futures Contracts | | | 7,089 | | | | — | | | | — | | | | 7,089 | | |
Total Other Financial Instruments | | $ | 7,089 | | | $ | 24,533 | | | $ | — | | | $ | 31,622 | | |
(1) A complete listing of investments and additional information regarding the industry classification and geographical location of these investments is disclosed in the Portfolio of Investments.
(2) Reflects the unrealized appreciation (depreciation) of the instruments.
See Note A for description of inputs used in the fair value hierarchy above.
The accompanying notes are an integral part of the financial statements.
15
Statement of Assets and Liabilities
Annual Report April 30, 2019
April 30, 2019
The Multi Asset Fund
ASSETS | |
Investments, at value (cost $7,678,289) | | $ | 7,950,446 | | |
Investments in affiliated funds, at value (cost $1,715,191) | | | 1,826,553 | | |
Cash | | | 1,445,609 | | |
Unrealized appreciation on forward foreign currency contracts | | | 55,943 | | |
Deposit with broker for futures contracts | | | 40,637 | | |
Due from Investment Advisor | | | 38,525 | | |
Interest receivable | | | 45,453 | | |
Dividends receivable | | | 13,560 | | |
Tax reclaims receivable | | | 916 | | |
Total Assets | | | 11,417,642 | | |
LIABILITIES | |
Advisory fee payable | | | 7,860 | | |
Unrealized depreciation on forward foreign currency contracts | | | 24,533 | | |
Payable for investment purchased | | | 591,731 | | |
Unrealized depreciation for futures | | | 6,957 | | |
Administration & Supervisory fee payable | | | 5,800 | | |
Trustee fee payable | | | 31 | | |
Accrued expenses | | | 79,469 | | |
Total Liabilities | | | 716,381 | | |
NET ASSETS | | $ | 10,701,261 | | |
COMPOSITION OF NET ASSETS | |
Paid-in capital | | $ | 10,041,537 | | |
Total distributable earnings | | | 659,724 | | |
| | $ | 10,701,261 | | |
NET ASSET VALUE, PER SHARE | |
Class K ( $5,350,631 / 502,164 shares outstanding), unlimited authorized, no par value | | $ | 10.66 | | |
Institutional Class ( $5,350,630 / 502,164 shares outstanding), unlimited authorized, no par value | | $ | 10.66 | | |
The accompanying notes are an integral part of the financial statements.
16
Annual Report April 30, 2019
For the Period December 4, 2018* through April 30, 2019
The Multi Asset Fund
INVESTMENT INCOME | |
Dividends (net of foreign withholding taxes of $3,897) | | $ | 30,677 | | |
Income from affiliated funds | | | 23,214 | | |
Interest | | | 96,659 | | |
Total Investment Income | | | 150,550 | | |
Expenses | |
Advisory fee (Note B) | | | 13,666 | | |
Administration & Supervisory fee — Class K shares (Note B) | | | 3,520 | | |
Administration & Supervisory fee — Institutional Class shares (Note B) | | | 3,520 | | |
Professional fees | | | 30,109 | | |
Blue sky fees | | | 20,833 | | |
Custody | | | 7,742 | | |
Fund accounting | | | 17,081 | | |
Transfer agency | | | 12,703 | | |
Legal | | | 1,975 | | |
Trustees' fees | | | 250 | | |
Insurance | | | 83 | | |
Commitment fees | | | 14 | | |
Miscellaneous | | | 17,489 | | |
Total Expenses | | | 128,985 | | |
Advisory fees waived | | | (102,067 | ) | |
Affiliated fund expenses waived | | | (4,039 | ) | |
Total fees waived | | | (106,106 | ) | |
Net Expenses | | | 22,879 | | |
Net Investment Income | | | 127,671 | | |
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, FUTURES AND FOREIGN CURRENCY TRANSACTIONS | |
Net realized gain (loss) from: | |
Investments | | | 26,934 | | |
Investments in affiliated funds | | | (1,695 | ) | |
Distributions from affiliated funds | | | 119,185 | | |
Futures | | | (11,611 | ) | |
Forward foreign currency contracts | | | 25,228 | | |
Foreign currency transactions | | | 7,900 | | |
| | | 165,941 | | |
The accompanying notes are an integral part of the financial statements.
17
Annual Report April 30, 2019
Net change in unrealized appreciation (depreciation) on: | |
Investments | | $ | 272,157 | | |
Investments in affiliated funds | | | 111,362 | | |
Futures | | | (6,992 | ) | |
Forward foreign currency contracts | | | 31,410 | | |
Translation of net assets and liabilities denominated in foreign currencies | | | (288 | ) | |
| | | 407,649 | | |
Net realized and unrealized gain | | | 573,837 | | |
NET INCREASE IN NET ASSETS FROM OPERATIONS | | $ | 701,261 | | |
* Commencement of investment operations.
The accompanying notes are an integral part of the financial statements.
18
Statement of Changes in Net Assets
Annual Report April 30, 2019
The Multi Asset Fund
| | For the Period December 4, 2018(a) through April 30, 2019 | |
INCREASE IN NET ASSETS FROM OPERATIONS | |
Net investment income | | $ | 127,671 | | |
Net realized gain | | | 165,941 | | |
Net change in unrealized appreciation | | | 407,649 | | |
Net increase in net assets from operations | | | 701,261 | | |
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM: | |
Distributable earnings | |
Class K | | | (21,161 | ) | |
Institutional Class | | | (21,161 | ) | |
Total Distributions to Shareholders | | | (42,322 | ) | |
TRANSACTIONS IN SHARES OF BENEFICIAL INTEREST | |
Net proceeds from shares subscribed: | |
Class K | | | 5,000,000 | | |
Institutional Class | | | 5,000,000 | | |
Dividends reinvested: | |
Class K | | | 21,161 | | |
Institutional Class | | | 21,161 | | |
Increase in Net Assets from Transactions in Shares of Beneficial Interest | | | 10,042,322 | | |
Total Increase in Net Assets | | | 10,701,261 | | |
NET ASSETS | |
Beginning of period | | | — | | |
End of period | | $ | 10,701,261 | | |
(a) Commencement of investment operations.
The accompanying notes are an integral part of the financial statements.
19
Annual Report April 30, 2019
The Multi Asset Fund
Selected data for a Class K share outstanding throughout the period:
| | For the Period December 4, 2018(a) through April 30, 2019 | |
Net asset value, beginning of the period | | $ | 10.00 | | |
From Investment Operations | |
Net investment income(b) | | | 0.13 | | |
Net realized and unrealized gain (loss) on investments and foreign currency | | | 0.57 | | |
Net increase in net asset value from investment operations | | | 0.70 | | |
Dividends and Distributions to Shareholders | |
From net investment income | | | (0.04 | ) | |
Total Dividends and Distributions | | | (0.04 | ) | |
Net asset value, end of the period | | $ | 10.66 | | |
Total Return | |
Total return based on net asset value(c) | | | 7.06 | % | |
Ratios/Supplemental Data | |
Net assets, end of the period (000's omitted) | | $ | 5,351 | | |
Ratio of expenses to average net assets, before waiver under expense limitation agreement(d)(e) | | | 3.02 | %* | |
Ratio of expenses to average net assets, after waiver under expense limitation agreement(e) | | | 0.55 | %* | |
Ratio of net investment income (loss) to average net assets(e) | | | 3.08 | %* | |
Portfolio turnover rate(f) | | | 14 | % | |
* Annualized.
(a) Commencement of investment operations.
(b) Calculated based upon average shares outstanding during the period.
(c) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions, if any, at net asset value during the period, and redemption on the last day of the period.
(d) This figure represents the gross expenses of the Fund less any waiver in relation to management fees paid on assets invested in affiliated funds (refer to Note B for further details).
(e) Does not include the expenses of non-affiliated pooled investment vehicles in which the Fund invests.
(f) Portfolio turnover rate calculated at Fund level.
The accompanying notes are an integral part of the financial statements.
20
Annual Report April 30, 2019
The Multi Asset Fund
Selected data for an Institutional Class share outstanding throughout the period:
| | For the Period December 4, 2018(a) through April 30, 2019 | |
Net asset value, beginning of the period | | $ | 10.00 | | |
From Investment Operations | |
Net investment income(b) | | | 0.13 | | |
Net realized and unrealized gain (loss) on investments and foreign currency | | | 0.57 | | |
Net increase in net asset value from investment operations | | | 0.70 | | |
Dividends and Distributions to Shareholders | |
From net investment income | | | (0.04 | ) | |
Total Dividends and Distributions | | | (0.04 | ) | |
Net asset value, end of the period | | $ | 10.66 | | |
Total Return | |
Total return based on net asset value(c) | | | 7.06 | % | |
Ratios/Supplemental Data | |
Net assets, end of the period (000's omitted) | | $ | 5,350 | | |
Ratio of expenses to average net assets, before waiver under expense limitation agreement(d)(e) | | | 3.02 | %* | |
Ratio of expenses to average net assets, after waiver under expense limitation agreement(e) | | | 0.55 | %* | |
Ratio of net investment income (loss) to average net assets(e) | | | 3.08 | %* | |
Portfolio turnover rate(f) | | | 14 | % | |
* Annualized.
(a) Commencement of investment operations.
(b) Calculated based upon average shares outstanding during the period.
(c) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions, if any, at net asset value during the period, and redemption on the last day of the period.
(d) This figure represents the gross expenses of the Fund less any waiver in relation to management fees paid on assets invested in affiliated funds (refer to Note B for further details).
(e) Does not include the expenses of non-affiliated pooled investment vehicles in which the Fund invests.
(f) Portfolio turnover rate calculated at Fund level.
The accompanying notes are an integral part of the financial statements.
21
Notes to Financial Statements
Annual Report April 30, 2019
Note A — Organization and Accounting Policies
The Multi Asset Fund (the "Fund") is a diversified series of Baillie Gifford Funds (the "Trust"). The investment objective of the Fund is to seek long-term capital growth at lower volatility than is typically associated with equity markets. For information on the specific investment strategies of the Fund, and description of each share class, please refer to the Fund's prospectus. The Trust is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"). The Trust is organized as a Massachusetts business trust under the laws of Massachusetts pursuant to the Second Amended and Restated Agreement and Declaration of Trust dated February 27, 2017, as amended from time to time.
As of April 30, 2019, the Fund offers Class K and Institutional Class shares.
The Fund is an investment company that applies the accounting and reporting guidance issued in Topic 946 by the U.S. Financial Accounting Standards Board. The financial statements of the Fund have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP"). Management is required to make certain estimates and assumptions that affect the reported amounts of assets and liabilities for the Fund and disclosure of contingent assets and liabilities for the Fund at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations for the Fund during the reporting period. Actual results could differ from those estimates.
The following is a summary of significant accounting policies followed by the Fund:
New Accounting Pronouncements
In March 2017, the FASB issued ASU 2017-08, Premium Amortization on Purchased Callable Debt Securities, which will amend FASB ASC 310-20. The amendments in this update shorten the amortization period for certain callable debt securities held at a premium, generally requiring the premium to be amortized to the earliest call date. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Subsequent to April 30, 2019 management have adopted this provision and the ASU will be applied in financial statements for future periods.
To improve the effectiveness of fair value disclosure requirements, the Financial Accounting Standards Board recently issued Accounting Standard Update, (ASU 2018-13), Fair Value Measurement Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement, which adds, removes, and modifies certain aspects relating to fair value disclosure. ASU 2018-13 is effective for interim and annual reporting periods beginning after December 15, 2019.
Effective April 30, 2019, management has evaluated the impact of applying this provision and have determined to early adopt the provisions of this ASU, which does not have a significant impact on the financial statements.
Adoption of Recent Amendments to Regulation S-X
The SEC recently adopted changes to Regulation S-X to simplify the reporting of information by registered investment companies in financial statements. The amendments require presentation of the total, rather than the components, of distributable earnings on the Statement of Assets and Liabilities and also require presentation of the total, rather than the components, of distributions to shareholders, except for tax return of capital distributions, if any, on the Statement of Changes in Net Assets. The amendments also removed the requirement for parenthetical disclosure of undistributed net investment income on the Statement of Changes in Net Assets. The Regulation S-X amendments are reflected in the Fund's financial statements as of April 30, 2019.
Valuation of Investments
Equity securities listed on an established securities exchange are normally valued at their last sale price or official closing price on the exchange where primarily traded. Equity securities listed on the NASDAQ National Market System are valued at the NASDAQ Official Closing Price. Equity Securities listed on an established securities exchange for which there is no reported sale during the day (and in the case of over-the-counter securities not so listed) are valued at the mean between the last available bid and asked prices.
Fixed income securities including corporate bonds, inflation indexed bonds, foreign government bonds, sovereign debts, and treasury bills are normally valued on the basis of quotes obtained from brokers and dealers
22
Notes to Financial Statements
Annual Report April 30, 2019
or independent pricing services or sources. Independent pricing services typically use information provided by market makers or estimates of market values obtained from yield data relating to investments or securities with similar characteristics. The service providers' internal models use inputs that are observable such as, among other things, issuer details, interest rates, yield curves, prepayment speeds, credit risks/spreads, default rates and quoted prices for similar assets. Securities that use similar valuation techniques and inputs as described above are categorized as Level 2 of the fair value hierarchy. Certain short-term debt obligations maturing within 60 days or less may be valued at their amortized cost unless Baillie Gifford Overseas Limited (the "Manager") determines that amortized cost does not represent fair value. These securities will be classified as Level 2 securities.
Investments in pooled investment vehicles are valued at the most recent published NAV for each investee fund. Where the most recent published NAV for an investee fund was determined at a time other than the pricing point of The Multi Asset Fund, the price may be subject to fair value adjustment as determined by the Manager.
Investments in structured securities are valued daily from an independent pricing source based on quotes received from the counterparty. Certain derivatives are centrally cleared or trade in the over-the-counter market. The Fund's pricing services use various techniques including industry standard option pricing models and proprietary discounted cash flow models to determine the fair value of those instruments. The Fund's net benefit or obligation under the derivative contract, as measured by the fair value of the contract, is included in net assets.
The Fund may invest in futures contracts which are valued at the closing settlement price established each day by the board of the exchange on which they are traded.
The Fund may invest in forward foreign exchange contracts which are valued based on closing exchange rates from each respective foreign market.
The Fund may enter into swap agreements which are valued by independent third-party pricing agents based upon the specific terms of each agreement.
The Fund may invest in Collateralized Loan Obligations which are normally valued on the basis of quotes obtained from brokers and dealers or independent pricing services. A Collateralized Loan Obligation (CLO) is a security backed by a pool of debt, often low?rated corporate loans. The investor receives scheduled debt payments from the underlying loans but
assumes most of the risk in the event that borrowers default.
Other securities for which current market quotations are not readily available (or for which quotations are not believed to be reliable due to market changes that occur after the most recent available quotations are obtained, or for any other reason), are valued at their fair value as determined in good faith by the Manager, pursuant to procedures approved by the Board of Trustees of the Trust (the "Board"). The actual calculations may be made by persons acting pursuant to the direction of the Board or by pricing services.
Generally, trading in foreign securities markets is substantially completed each day at various times prior to close of regular trading on the New York Stock Exchange and such events may not be reflected in the computation of the Fund's net asset value. Occasionally, events affecting the value of equity securities of non-U.S. issuers not traded on a U.S. exchange may occur between the completion of substantial trading of such securities for the day and the close of regular trading on the New York Stock Exchange, and such events may not be reflected in the computation of the Fund's net asset value. If events materially affecting the value of the Fund's portfolio securities occur during such period, then these securities will be valued at their fair value as determined in good faith by the Manager, pursuant to procedures approved by the Board. The Fund utilizes a third party pricing service which for all equity securities, except those traded on Canadian, Latin American, certain South American, or U.S. exchanges, subject to certain minimum confidence levels, applies a fair value adjustment that seeks to reflect changes in such securities' market prices since the close of the market on which they are traded. To the extent that securities are valued using this service, they will be classified as Level 2 securities in the fair value measurement framework described below.
The Fund may invest in bonds issued by governments of both developed and emerging market economies. These may be denominated in the currency of the issuing country, or some other currency such as U.S. dollars.
Fair Value Measurement
GAAP provides guidance on fair value measurements and defines fair value as the price that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the
23
Notes to Financial Statements
Annual Report April 30, 2019
principal market, or in the absence of a principal market the most advantageous market for the investment or liability. It establishes a single definition of fair value, creates a three-tier hierarchy as a framework for measuring fair value based on inputs used to value the Fund's investments, and requires additional disclosure about fair value. The hierarchy of inputs is summarized below:
Level 1 — unadjusted quoted prices in active markets for identical investments
Level 2 — other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
Level 3 — significant unobservable inputs (including the Trust's own assumptions in determining the fair value of investments)
For Level 1 inputs, the Fund's use unadjusted quoted prices in active markets for assets or liabilities with sufficient frequency and volume to provide pricing information as the most reliable evidence of fair value.
The Fund's Level 2 valuation techniques include inputs other than quoted prices within Level 1 that are observable for an asset or liability, either directly or indirectly. This includes when a fair value adjustment is applied which seeks to reflect changes in foreign securities' market prices since the close of the market on which they are traded. Level 2 observable inputs may include quoted prices for similar assets and liabilities in active markets or quoted prices for identical or similar assets or liabilities in markets that are not active in which there are few transactions, the prices are not current, or price quotations vary substantially over time or among market participants. Inputs that are observable for the asset or liability in Level 2 include such factors as interest rates, yield curves, prepayment speeds, credit risk, and default rates for similar liabilities.
For Level 3 valuation techniques, the Fund uses unobservable inputs that reflect assumptions market participants would be expected to use in pricing the asset or liability. Unobservable inputs are used to measure fair value to the extent that observable inputs are not available and are developed based on the best information available under the circumstances. In developing unobservable inputs, market participant assumptions are used if they are reasonably available without undue cost and effort.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated
with investing in those securities. The hierarchy classification of inputs used to value the Fund's investments at April 30, 2019 is disclosed at the end of the Fund's Portfolio of Investments.
Foreign Currency Translation
The accounting records of the Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars at the applicable rate of exchange to determine the value of investments, assets and liabilities. For the Fund, purchases and sales of securities, and income and expenses are translated at the prevailing rate of exchange on the respective dates of such transactions. The Fund does not isolate that portion of net realized and unrealized gains and losses on investments resulting from changes in foreign exchange rates from the impact arising from changes in market prices. Such fluctuations are included with net realized and unrealized gain or loss from investments.
Net realized foreign currency transaction gains and losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, and the differences between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign currency translation gains and losses arise from changes in the value of assets and liabilities, other than investments in securities, resulting from changes in the exchange rates.
Derivatives
The Fund may invest in derivative financial instruments in order to manage risk or gain exposure to various other investments or markets. Derivatives are financial contracts whose value depends upon, or is derived from, the value of an underlying asset, reference rate or index, and may relate to, among other things, stocks, bonds, interest rates, currencies or currency exchange rates, commodities, and related indexes. Derivatives contain various risks including the potential inability of the counterparty to fulfill their obligation under the terms of the contract, the potential for an illiquid secondary market, and/or the potential for market movements which expose the Fund to gains or losses in excess of the amounts shown in the Statement of Assets and
24
Notes to Financial Statements
Annual Report April 30, 2019
Liabilities. Realized gain and loss and change in unrealized appreciation and depreciation on these contracts for the reporting period are included in the Statement of Operations.
The Fund may invest in forward foreign currency contracts primarily to manage exposure to certain foreign currencies. A forward contract is an agreement between the Fund and a counterparty to buy and sell a foreign currency at a specific exchange rate at a future date, and is subject to foreign exchange rate fluctuations. All contracts are "marked-to-market" daily and any resulting unrealized gains or losses are recorded as unrealized appreciation or depreciation on forward foreign currency contracts on the Statement of Assets and Liabilities. The Fund records realized gains or losses at the time the forward foreign currency contract is settled. These realized and change in unrealized gains and losses are reflected on the Statement of Operations as gain (loss) on forward foreign currency contracts.
The Fund may invest in exchange traded futures contracts primarily to manage and/or gain exposure to commodity price, interest rate and equity price risk. A
futures contract is an agreement between the Fund and the counterparty to buy or sell an asset at a specific price on a future date. Required initial margins are pledged by the Fund, and the daily change in the fair value is accounted for as a variation margin payable or receivable in the Statement of Assets and Liabilities. The Fund recognizes a gain or loss equal to the daily variation margin.
Swap agreements are privately negotiated agreements between a Fund and a counterparty to exchange or swap investment cash flows, assets, foreign currencies or market-linked returns at specified, future intervals. A swap may be entered into in order to, among other things, change the maturity of a Fund's portfolio, to protect a Fund's value from changes in interest rates, to expose a Fund to a different security or market, or to help a Fund achieve a strategy relative to an index or other benchmark. By entering into a swap agreement, a Fund is exposed to the risk of unanticipated movements in interest rates or in the value of an underlying security or index (or the risk that the counterparty will not fulfil its obligation under the agreement).
At April 30, 2019, the fair value of derivative instruments reflected on the Statement of Assets and Liabilities were as follows:
| | | | Asset Derivatives | |
Derivative Instrument | | Risk Exposure | | Statement of Assets and Liabilities Location | | Fair Value | |
Forward foreign currency contracts | | Currency risk | | Unrealized appreciation on forward foreign currency contracts | | $ | 55,943 | | |
Futures | | Interest rate risk | | Unrealized depreciation for futures | | | 97 | * | |
| | | | Liability Derivatives | |
Derivative Instrument | | Risk Exposure | | Statement of Assets and Liabilities Location | | Fair Value | |
Forward foreign currency contracts | | Currency risk | | Unrealized depreciation on forward foreign currency contracts | | $ | 24,533 | | |
Futures | | Interest rate risk | | Unrealized depreciation for futures | | | 7,089 | * | |
* Includes cumulative appreciation or cumulative depreciation of futures contracts as disclosed in the Portfolio of Investments. Unrealized depreciation for futures as disclosed within the Statement of Assets and Liabilities includes adjustment for broker commissions.
25
Notes to Financial Statements
Annual Report April 30, 2019
The transactions in derivative instruments reflected on the Statement of Operations by primary risk exposure during the period December 4, 2018 through April 30, 2019 were as follows:
Net Realized Gain (Loss) from:
Currency Risk — Forward Foreign Currency Contracts | | Interest Rate Risk — Futures Contracts | |
$ | 25,228 | | | $ | (11,611 | ) | |
Net Change in Unrealized Appreciation (Depreciation) on:
Currency Risk — Forward Foreign Currency Contracts | | Interest Rate Risk — Futures Contracts | |
$ | 31,410 | | | $ | (6,992 | ) | |
As of April 30, 2019, the Fund had transactions subject to enforceable master netting agreements which govern the terms of certain transactions, and reduce the counterparty risk associated with such transactions. Master netting agreements allow a Fund to close out and net total exposure to a counterparty in the event of a deterioration in the credit quality or contractual default with respect to all of the transactions with a counterparty. As defined by the master netting agreement, the Fund may have collateral agreements with certain counterparties to mitigate risk. Interest expense from collateral received, if any, is included in Other expenses on the Statement of Operations. For financial reporting purposes the Statement of Assets and Liabilities generally shows derivatives assets and liabilities on a gross basis, which reflects the full risks and exposures prior to netting. A reconciliation of the gross amounts on the Statement of Assets and Liabilities to the net amounts by counterparty, including any collateral exposure, is included in the following table:
Assets | | | | | | | | Gross Amounts Not Offset in the Statement of Assets & Liabilities | | | |
Description | | Gross Amounts of Recognized Assets | | Gross Amounts Offset in the Statement of Assets & Liabilities | | Net Amounts of Assets Presented in the Statement of Assets & Liabilities | | Financial Instruments | | Cash Collateral Received* | | Net Amount | |
Futures | | $ | 97 | | | $ | (97 | ) | | $ | — | | | $ | — | | | $ | — | | | $ | — | | |
Forward Foreign Currency Contracts | | | 55,943 | | | | — | | | | 55,943 | | | | (24,533 | ) | | | — | | | | 31,410 | | |
Total | | $ | 56,040 | | | $ | (97 | ) | | $ | 55,943 | | | $ | (24,533 | ) | | $ | — | | | $ | 31,410 | | |
Liabilities | | | | | | | | Gross Amounts Not Offset in the Statement of Assets & Liabilities | | | |
Description | | Gross Amounts of Recognized Liabilities | | Gross Amounts Offset in the Statement of Assets & Liabilities | | Net Amounts of Liabilities Presented in the Statement of Assets & Liabilities | | Financial Instruments | | Cash Collateral Pledged* | | Net Amount | |
Futures | | $ | (7,089 | ) | | $ | 97 | | | $ | (6,992 | ) | | $ | — | | | $ | 6,992 | | | $ | — | | |
Forward Foreign Currency Contracts | | | (24,533 | ) | | | — | | | | (24,533 | ) | | | 24,533 | | | | — | | | | — | | |
Total | | $ | (31,622 | ) | | $ | 97 | | | $ | (31,525 | ) | | $ | 24,533 | | | $ | 6,992 | | | $ | — | | |
* Collateral pledged is limited to the net outstanding amount due to/from one individual counterparty. The actual collateral amounts pledged may exceed these amounts and fluctuate in value.
26
Notes to Financial Statements
Annual Report April 30, 2019
For the period December 4, 2018 through April 30, 2019 the average monthly volume of derivatives was as follows:
| | Longs | | Shorts | |
Forward foreign currency contracts (contract value) | | $ | 2,311,951 | | | $ | (8,393,252 | ) | |
Futures (notional value) | | | — | | | | (881,621 | ) | |
Securities Transactions and Investment Income
The Fund's securities transactions are recorded on the trade date. Realized gains or losses on sales of investments are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date.
Interest income is recorded on an accrual basis. Purchase discounts and premiums on fixed-income securities are accreted and amortized to maturity using the effective interest method and reflected within interest income on the Statement of Operations.
Inflation-indexed bonds are fixed-income securities whose principal value is periodically adjusted to the rate of inflation. The interest rate on these bonds is generally fixed at issuance at a rate lower than typical bonds. Over the life of an inflation-indexed bond, however, interest will be paid based on a principal value, which is adjusted for inflation. Any increase or decrease in the principal amount of an inflation-indexed bond will be included as interest income on the Statement of Operations, even though investors do not receive their principal until maturity.
Investment income, expenses (other than those specific to a particular class of shares), and realized and unrealized gains and losses on investments are allocated to the separate classes of shares based upon their relative net asset value on the date income is earned or expensed and realized and unrealized gains and losses are incurred.
Federal Taxes
The Fund intends to qualify to be taxed as a "regulated investment company" under the provisions of the U.S. Internal Revenue Code of 1986, as amended (the "Code"), and as such will not be subject to U.S. federal income tax on income (including any net realized capital gains) which is distributed in accordance with the provisions of the Code to the Fund's shareholders. Therefore, no U.S. federal income tax provision is required.
Investment income received from investments in foreign jurisdictions may be subject to foreign withholding tax. Whenever possible, the Fund will attempt to operate so as to qualify for reduced tax rates or tax exemptions in those countries with which the United States has a tax treaty. Foreign taxes, if any, net of any reclaims, are recorded based on the tax regulations and rates that exist in the foreign markets in which the Fund invests.
In addition to the requirements of the Code, the Fund may also be subject to capital gains tax in foreign jurisdictions on gains realized upon the sale of securities. If the Fund had exposure to capital gains taxes, it would accrue a deferred liability for unrealized gains in excess of available loss carryforwards based on existing tax rates and holding periods of the securities. The Fund did not have material exposure to foreign capital gains taxes in the current period.
The Fund is subject to tax accounting standards that provide guidance for how certain and uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. These standards require the evaluation of tax positions taken, or expected to be taken, in the course of preparing the Fund's tax returns to determine whether the tax positions are "more-likely-than-not" of being sustained by the applicable tax authority. Tax positions not deemed to meet the "more-likely-than-not" threshold would be recorded as a reduction in a tax benefit or expense in the current year. Management has evaluated the application of these standards and has determined no liabilities for income tax related expenses are required in the financial statements of the Fund. The tax period ended April 30, 2019 is subject to examination.
At April 30, 2019 for federal income tax purposes, the Fund had no capital loss carryforwards.
Realized capital losses, currency losses and passive foreign investment company ("PFIC") losses incurred after October 31 ("post-October losses/Late-Year Specified") within the taxable year are deemed to arise on the first business day of the Fund's next taxable year. During the period ended April 30, 2019, the Fund did not incur any such post October losses.
27
Notes to Financial Statements
Annual Report April 30, 2019
At April 30, 2019, the components of accumulated earnings on a tax basis were as follows:
Fund | | Undistributed Net Ordinary Income | | Long Term Capital Gains | | Capital Loss Carryforwards | | Post October Capital/Currency Losses | | Net Unrealized Appreciation/ Depreciation on Investments and Foreign Currencies | | Other Accumulated Losses* | | Total Accumulated Earnings/Deficit | |
The Multi Asset Fund | | $ | 250,756 | | | $ | 108,674 | | | $ | — | | | $ | — | | | $ | 305,380 | | | $ | (5,086 | ) | | $ | 659,724 | | |
* Includes $5,086 of disallowed straddle losses.
The differences between the book and tax basis are primarily due to mark to market income on certain derivative contracts and securities categorized as PFICs.
For the period ended April 30, 2019, the following reclassifications have been made on the Statement of Assets and Liabilities as a result of certain differences in the computation of net investment income and net realized capital gains under U.S. federal income tax rules and regulations versus GAAP.
Fund | | Total Distributable Earnings | | Paid-in Capital | |
The Multi Asset Fund | | $ | 785 | | | $ | (785 | ) | |
Dividends and Distributions to Shareholders
The Fund intends to distribute each year, as dividends, substantially all net investment income and net capital gains realized. All such dividends or distributions are credited in the form of additional shares of the Fund at net asset value on the ex-dividend date unless the
shareholder elects to receive dividends and distributions in cash. Currently, the Fund's policy is to distribute net investment income and net capital gains on an annual basis. Such distributions are determined in conformity with U.S. federal income tax regulations, which may differ from GAAP.
For the period ended April 30, 2019, the tax character of the dividends paid were:
Fund | | Ordinary Income 2019 | | Long Term Capital Gains 2019 | | Return of Capital 2019 | |
The Multi Asset Fund | | $ | 42,322 | | | $ | — | | | $ | — | | |
For tax purposes, distributions from short-term capital gains, if any, are considered ordinary income distributions.
The Fund's cost of investments and gross unrealized appreciation (depreciation) at April 30, 2019 for U.S. federal income tax purposes were as follows:
Fund | | Cost of Investments | | Gross Appreciation | | Gross Depreciation | | Net Appreciation | |
The Multi Asset Fund | | $ | 9,467,507 | | | $ | 444,837 | | | $ | (135,345 | ) | | $ | 309,492 | | |
Note B — Investment Management and Affiliated Funds
The Fund is advised and managed by the Manager. The Manager, an investment adviser registered with the
Securities and Exchange Commission (the "SEC"), is a wholly owned subsidiary of Baillie Gifford & Co.
Under an investment advisory agreement between the Manager and the Trust on behalf of the Fund (the "Advisory Agreement"), the Fund pays the Manager an investment advisory fee, in arrears.
28
Notes to Financial Statements
Annual Report April 30, 2019
The advisory fee paid by the Fund under the Advisory Agreement is calculated and accrued daily on the basis of the annual rate noted below and expressed as a percentage of the Fund's average daily net assets.
Fund | | Average Daily Net Assets of the Fund (millions) | | Annual Rate at Each Asset Level | |
The Multi Asset Fund | | $0 - $2,000 >$2,000 - $5,000 Above $5,000 | | | 0.33% 0.29% 0.27% | | |
The Manager is responsible for providing certain administrative services to Fund shareholders as well as coordinating, overseeing and supporting services provided to Fund shareholders by third parties, including financial intermediaries that hold accounts with the Fund, pursuant to an Administration and Supervisory Agreement between the Manager and the Trust on behalf of the Fund. The Fund has adopted an Administration, Supervisory and Sub-Accounting Services Plan with respect to Class K and Institutional Class shares, which authorizes the Fund to pay the Manager an Administration and Supervisory Fee quarterly, in arrears, with respect to Class K and Institutional Class shares at an annual rate of 0.17% of the Fund's average net assets.
The Manager has contractually agreed to irrevocably waive a portion of its Management Fee in an amount equal to 100% of the Advisory Fee and Administration and Supervisory Fee (the "Management Fee") paid by any Affiliated Fund with respect to Fund assets invested in such Affiliated Fund. For purposes of this waiver, "Affiliated Fund" means any pooled investment vehicle that is managed by the Manager or by any of its affiliates and that pays a management fee. This contractual agreement (the "Affiliated Fund Waiver") has an indefinite term for so long as the Fund's investment advisory agreement and related contractual arrangements remain in full force and effect, and it may only be terminated by the Board.
The Manager has contractually agreed to waive its fees and/or bear expenses of the Fund to the extent that the Fund's total annual operating expenses (excluding taxes, sub-accounting expenses, Acquired Fund Fees and Expenses* and extraordinary expenses) exceed the following amounts, less the above affiliated fund waiver:
Fund | | Class | | Expense Limitation | | Expiration Date | |
The Multi Asset Fund | | Class K | | | 0.65 | % | | 4/30/2020 | |
| | Institutional Class | | | 0.65 | % | | 4/30/2020 | |
* Acquired Fund Fees and Expenses are the operating expenses of funds in which the Fund invests, excluding affiliated funds' management fees. This information is part of the fees and expenses displayed in the Fund's prospectus.
Waived fees for the Fund are not subject to recoupment. The contractual fee waiver/expense reimbursement arrangements described above may only be terminated by the Board.
Baillie Gifford Funds Services LLC ("BGFS"), a wholly-owned subsidiary of the Manager, serves as the sole distributor and principal underwriter of the shares of the Fund.
The Bank of New York Mellon serves as the Fund's administrator and custodian. BNY Mellon Investment Servicing (U.S.) Inc. serves as the Trust's transfer agent, registrar and dividend disbursing agent.
The Fund may own outstanding voting shares of other funds within Baillie Gifford Funds, the issuer of which is considered an affiliate. At April 30, 2019, transactions in affiliated funds, if any, are listed at the end of Portfolio of Investments.
29
Notes to Financial Statements
Annual Report April 30, 2019
Note C — Investment Transactions
Purchases and proceeds from sales of securities (excluding short-term securities) for the period December 4, 2018 through April 30, 2019 were as follows:
| | Purchases | | Sales | |
Long Term Investments | | $ | 8,834,445 | | | $ | 1,180,024 | | |
U.S. Government Obligations | | | 599,534 | | | | — | | |
Note D — Transactions in Shares of Beneficial Interest
| | Class K Shares For the Period Ended April 30, 2019 | | Institutional Class Shares For the Period Ended April 30, 2019 | |
| | Shares | | Amount | | Shares | | Amount | |
Shares sold | | | 500,000 | | | $ | 5,000,000 | | | | 500,000 | | | $ | 5,000,000 | | |
Shares issued in reinvestment of dividends and distributions | | | 2,164 | | | | 21,161 | | | | 2,164 | | | | 21,161 | | |
Shares redeemed | | | — | | | | — | | | | — | | | | — | | |
Net increase (decrease) | | | 502,164 | | | $ | 5,021,161 | | | | 502,164 | | | $ | 5,021,161 | | |
Note E — Beneficial Ownership
Beneficial ownership, either direct or indirect, of more than 25% of the voting securities of the Fund creates a presumption of control under Section 2(a)(9) of the 1940 Act. As of April 30, 2019, the following shareholder beneficially owned 25% or more of the Fund's voting securities:
Fund | | Investor | | Percentage | |
The Multi Asset Fund | | Baillie Gifford International LLC | | | 100.00 | % | |
Purchase and redemption activity of this account may have a significant effect on the operation of the Fund.
Note F — Commitments and Contingencies
The Fund indemnifies the Trust's officers and Trustees for certain liabilities that might arise from the performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties and which provide general indemnifications.
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.
Note G — Line of Credit
The Trust entered into a committed facility with Bank of New York Mellon on May 1, 2017, renewed April 23, 2019, which allows the certain series of the Trust to borrow up to $50 million in total subject to minimum asset
30
Notes to Financial Statements
Annual Report April 30, 2019
coverage requirements set out in the Credit Agreement. Each such series may borrow money under this credit facility for the temporary funding of shareholder redemptions with respect to Class K and Institutional Class shares or for other temporary or emergency purposes.
In normal market conditions, borrowings are charged an interest rate of 1.25% per annum plus the greater of the Federal Funds Effective Rate or the one-month U.S. LIBOR Rate. Pursuant to allocation procedures adopted by the Board, the classes borrowing pursuant to the Credit Agreement shall bear any expenses associated with the credit facility or borrowings thereunder.
The Manager entered into an agreement with Bank of New York Mellon on May 1, 2018 until April 29, 2019 to act as payor of half of the commitment fee, the other half being paid by Class K and Institutional Class; the series of the Trust that are parties to the Credit Agreement. As a result, for the period ended April 29, 2019, the Fund paid part of the commitment fee equal to its pro rata share of the amount of the credit facility based on such Fund's average net asset value attributable to the share classes for which the facility is maintained. Effective April 29, 2019, the commitment fee is payable by Class K and Institutional Class; the series of the Trust that are parties to the Credit Agreement.
The rate payable at April 30, 2019 was 3.73% on any amounts drawn down. There were no drawdowns in the period.
Note H — Principal Risks
The below is a selection of the Fund's principal risks, the Fund's principal risks are further described in its prospectus.
Asset Allocation Risk
The Fund's investment performance depends upon the successful allocation of the Fund's assets among asset classes, geographical regions, industry sectors, and specific issuers and investments. There is no guarantee that the Fund's allocation techniques and decisions will produce the desired results. It is possible to lose money on an investment in the Fund as a result of these allocation decisions.
Long-Term Investment Strategy Risk
The Fund pursues a long-term investment approach, typically seeking returns over a period of several years. This investment style may cause the Fund to lose money or underperform compared to its benchmark index or other mutual funds over the short term, and the Fund may not perform as expected in the long term. An investment in the Fund may be more suitable for long-term investors who can bear the risk of short-term fluctuations in the value of the Fund's portfolio, including short-term losses.
Volatility Management Risk
There can be no guarantee that the portfolio managers will be successful in managing the Fund's overall level of volatility. As a result, the Fund may not realize the anticipated benefits from its volatility management strategies or it may realize losses. Under certain market conditions, the use of volatility management strategies may also result in less favorable performance than if such strategies had not been used. Volatility is nondirectional; low volatility does not necessarily suggest that the Fund will not lose value or is less risky.
Currency and Currency Hedging Risk
The Fund could lose value if it invests in foreign currencies or securities denominated in foreign currencies which decline in value relative to the U.S. Dollar, or if it invests in products to reduce this exposure, and those products lose value. The Fund may realize a loss if it has exposure to a non-U.S. currency, and this non-U.S. currency declines in value, relative to the U.S. dollar. Similarly, the Fund may realize a loss if the Fund hedges exposure to a non-U.S. currency, and this non- U.S. currency increases in value, relative to the U.S. dollar. While hedging can reduce or eliminate losses, it can also reduce or eliminate gains.
Debt Securities Risk
The values of debt securities may decrease as a result of many factors, including general market fluctuations, increases in interest rates, actual or perceived inability or
31
Notes to Financial Statements
Annual Report April 30, 2019
unwillingness of issuers, guarantors or liquidity providers to make scheduled principal or interest payments, illiquidity in debt securities markets, prepayments of principal, and slower-than-expected principal payments. Returns on investments in debt securities could trail the returns on other investment options, including investments in equity securities.
Derivatives Risk
Investing in derivative instruments involves the risk that these instruments' values may not move as expected relative to the values of the underlying assets, rates, or indices. Derivatives also present other risks, including market risk, counterparty risk, and liquidity risk.
Non-U.S. Investment Risk
Non-U.S. securities and securities denominated in foreign currencies are subject to additional risks, including less liquidity, increased volatility, less transparency, withholding or other taxes, increased vulnerability to adverse changes in local and global economic conditions, less regulation, fluctuations in foreign exchange rates, inability to convert proceeds into U.S. dollars, application of foreign tax laws, foreign investment restrictions, less publicly available information about foreign financial instruments, generally less government supervision of foreign securities markets and issuers and possible fluctuation in value due to adverse political conditions. Foreign portfolio transactions generally involve higher commission rates, transfer taxes, and custodial costs than similar transactions in the U.S.
Emerging Markets Risk
To the extent the Fund invests in emerging market securities, the Fund may be exposed to greater market, credit, currency, liquidity, legal, political, technical and other risks different from, or greater than, the risks of investing in developed markets.
Equity Securities Risk
Equity securities may react more strongly to changes in an issuer's financial condition or prospects than other securities of the same issuer.
Underlying Funds Risk
Investments in other pooled investment vehicles may indirectly expose the Fund to all of the risks applicable to an investment in such other pool. The Fund must pay its pro rata portion of the other pooled vehicles fees and expenses. If such pool is an ETF or other product traded on a securities exchange or otherwise actively traded, its shares may trade at a premium or discount to their net asset value, an effect that might be more pronounced in less liquid markets. Further, the Manager or an affiliate will serve as investment adviser to some pools in which the Fund invests, leading to potential conflicts of interest.
For further information on risk please refer to the Prospectus.
Note I — Subsequent Events
Events or transactions that occur after the financial statement date but before the financial statements are issued are categorized as recognized or non-recognized for financial statement purposes.
There were no subsequent events identified between April 30, 2019 and the issuance of the Financial Statements.
32
Report of Independent Registered Public Accounting Firm
Annual Report April 30, 2019
To the Shareholders and Board of Trustees of
The Multi Asset Fund
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of The Multi Asset Fund (the "Fund"), a series of Baillie Gifford Funds, as of April 30, 2019, and the related statements of operations and changes in net assets, including the related notes, and the financial highlights for the period December 4, 2018 (commencement of operations) through April 30, 2019 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of April 30, 2019, the results of its operations, the changes in its net assets, and the financial highlights for the period then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Fund's management. Our responsibility is to express an opinion on the Fund's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of April 30, 2019, by correspondence with the custodian and brokers. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
We have served as the auditor of one or more of Baillie Gifford Overseas Limited's investment companies since 2017.
COHEN & COMPANY, LTD.
Cleveland, Ohio
June 26, 2019
33
Supplemental Information (unaudited)
Annual Report April 30, 2019
Federal Income Tax Information
Qualified dividend income was taxable to the Fund through April 30, 2019. The Fund intends to designate the maximum amount of dividends that qualify for the reduced tax rate pursuant to the Jobs and Growth Tax Relief Reconciliation Act of 2003.
Fund | | Qualified Dividend Income | |
The Multi Asset Fund | | | 7.92 | % | |
For corporate shareholders, the percentage of ordinary income distributions for the period ended April 30, 2019 for the corporate dividends-received deduction is:
Fund | | Dividends-received Deductions | |
The Multi Asset Fund | | | 1.09 | % | |
34
Supplemental Information (unaudited)
Annual Report April 30, 2019
Management of the Trust
The following tables set forth the Trustees and Officers of the Trust, their principal occupations during the past five years, and certain other information as of April 30, 2019.
Name and Year of Birth | | Position(s) Held with Trust | | Length of Time Served(1) | | Principal Occupation and Other Directorships Held During Past 5 Years(2) | | Number of Funds in Fund Complex overseen by Trustee(3) | |
Disinterested Trustees | | | | | | | | | |
Howard W. Chin 1952 | | Trustee | | Since 2015 | | Retired. Formerly: Managing Director, Investments, Guardian Life Insurance (financial services). | | | 15 | | |
Pamela M.J. Cox 1952 | | Trustee | | Since 2017 | | Senior Associate (non-resident), CSIS (think tank). Formerly: Senior Vice President; Vice President East Asia, World Bank Group (international bank & financial services). | | | 15 | | |
Bruce C. Long 1945 | | Trustee | | Since 2009 | | Global Financial Consultant. | | | 15 | | |
Robert E. Rigsby 1949 | | Trustee | | Since 2014 | | Retired. Formerly: President & COO, Delivery Business at Dominion Energy, Inc. (electric and gas energy company). | | | 15 | | |
Interested Trustee | | | | | | | | | |
David Salter(4) 1975 | | Trustee, Chairman of the Board, and President | | Since 2016 (Previously Vice President since 2014) | | Partner, Baillie Gifford & Co. (investment adviser); CEO & Chairman, Baillie Gifford Funds Services LLC (broker-dealer). | | | 15 | | |
Name and Year of Birth | | Position(s) Held with Trust | | Length of Time Served(1) | | Principal Occupation During Past 5 Years(2) | |
Officers (other than Officers who are also Trustees) | | | | | | | |
Andrew Telfer 1967 | | Vice President | | Since 2008 | | Managing Partner, Baillie Gifford & Co. (investment adviser). | |
Michael Stirling-Aird 1977 | | Vice President | | Since 2012 | | Client Service Director, Baillie Gifford Overseas Limited (investment adviser). | |
Julie Paul 1975 | | Vice President | | Since 2012 | | Manager, North American Funds Operations Department, Baillie Gifford & Co. (investment adviser). | |
Tim Campbell 1975 | | Vice President | | Since 2014 | | Partner, Baillie Gifford & Co. (investment adviser); Manager, Baillie Gifford International LLC with oversight of marketing performed in North America. | |
Lindsay Cockburn 1978 | | Treasurer | | Since 2015 | | Manager, North American Funds Operations Department, Baillie Gifford & Co. (investment adviser). | |
Gareth Griffiths 1973 | | Secretary Chief Legal Officer | | Since 2015 Since 2017 | | Senior Legal Counsel for Baillie Gifford & Co. (investment adviser). | |
Graham Laybourn 1966 | | Vice President | | Since 2018 (Previously CCO since 2005) | | Partner, Baillie Gifford & Co. (investment adviser). | |
35
Supplemental Information (unaudited)
Annual Report April 30, 2019
Name and Year of Birth | | Position(s) Held with Trust | | Length of Time Served(1) | | Principal Occupation During Past 5 Years(2) | |
Officers (other than Officers who are also Trustees) | | | | | | | |
Suzanne Quinn 1979 | | Chief Compliance Officer | | Since 2018 | | Manager, Compliance Department, Baillie Gifford & Co. (investment adviser). | |
Evan Delaney 1969 | | Chief Risk Officer | | Since 2013 | | Partner, Baillie Gifford & Co. (investment adviser); Group Chief Risk Officer, Director of Business Risk and Internal Audit, Baillie Gifford Group (investment adviser). | |
Lesley-Anne Archibald 1988 | | Vice President | | Since 2017 | | Assistant Manager, North American Funds Operations Department, Baillie Gifford & Co. (investment adviser). | |
The address of each Trustee and Officer of the Trust is c/o Baillie Gifford Funds, Calton Square, 1 Greenside Row, Edinburgh, Scotland EH1 3AN.
(1) Length of time served relates to the relevant Trustee's or Officer's service with the Trust. There is no stated term of office for the Trustees and a Trustee may serve until such Trustee reaches the age of 75 years. Thereafter, such Trustee offers to tender his or her resignation from the Board, and the Nominating and Governance Committee, at its discretion, makes a recommendation to the Board whether to accept or reject such resignation annually. The Chairman of the Board and President of the Trust are elected annually by the Board of Trustees. Other officers may be elected or appointed by the Trustees at any time.
(2) Previous positions during the past five years with Baillie Gifford & Co., the Manager and Baillie Gifford Group are omitted if not materially different from the positions listed.
(3) The number of Funds in the Fund complex overseen by the Trustee includes The Asia ex Japan Fund, a series of the Trust which has not yet commenced operations.
(4) David Salter is an "interested person" (as defined in the 1940 Act) of the Trust or the Manager due to his positions with the Manager (Baillie Gifford Overseas Limited.) and his role as an officer of the Trust.
Additional information regarding the Trustees is in the Fund's Statement of Additional Information and is available upon request, without charge, by calling Baillie Gifford Overseas Limited at 011-44-131-275-2000. Shareholders may submit to the Trust claims for reimbursement of telephone charges incurred in placing such calls.
A description of the Fund's proxy voting policies and procedures related to portfolio securities is available without charge, upon request, by calling Baillie Gifford Overseas Limited at 011-44-131-275-2000 or on the SEC's website at http://www.sec.gov. Shareholders may submit to the Trust claims for reimbursement of telephone charges incurred in placing such calls.
Information regarding how the Fund voted proxies relating to portfolio securities during the period from December 4, 2018 to June 30, 2019 will be available on August 31, 2019 without charge upon request by calling
Baillie Gifford Overseas Limited at 011-44-131-275-2000 or by accessing the Fund's Form N-PX on the SEC's website at http://www.sec.gov. Shareholders may submit to the Trust claims for reimbursement of telephone charges incurred in placing such calls.
The Fund filed its complete schedule of portfolio holdings with the SEC for its first fiscal quarter ending January 31, 2019 on Form N-Q. This is available on the SEC's website at http://www.sec.gov.
The Fund files its complete schedule of portfolio holdings with the SEC as an exhibit to its Form N-PORT. The Form N-PORT is filed with the SEC 60 days after the end of each fiscal quarter. For each quarterly filing, portfolio holdings information for the last month of the quarter is made publicly available on the SEC's website. The Fund's holdings can also be found at Baillie Gifford Funds website: http://USmutualfund.bailliegifford.com.
36
BOARD CONSIDERATIONS REGARDING NEW
FUND'S CONTRACT APPROVAL (unaudited)
Annual Report April 30, 2019
On June 22, 2018, the Board of Trustees (the "Board") of the Baillie Gifford Funds (the "Trust"), including those trustees who are not "interested persons" as defined by the Investment Company Act of 1940, as amended (the "Independent Trustees"), approved the investment advisory agreement (the "Advisory Agreement") between the Trust, on behalf of The Multi Asset Fund (the "Fund"), and Baillie Gifford Overseas Limited (the "Manager"). As part of the review process, the Independent Trustees met independently of Trust management and of the interested trustee of the Board to consider the approval of the Advisory Agreement. During the review process, the Independent Trustees were represented by independent legal counsel. The Independent Trustees reviewed materials received from the Manager, Broadridge (an independent provider of mutual fund data, "Broadridge") and independent legal counsel. The Board determined that, given the totality of the information provided with respect to the Advisory Agreement, the Board had received sufficient information to approve the Advisory Agreement. The Independent Trustees then presented their findings to the Board.
The Board concluded that it was in the best interests of the Fund to approve the Advisory Agreement. In reaching this conclusion for the Fund, the Board did not identify any single factor as determinative in its analysis, but rather the Board considered a variety of factors, including those discussed below. The Board did not allot a particular weight to any one factor or group of factors.
The Board considered the nature, extent and quality of the services expected to be provided by the Manager to the Fund. The Board noted that, pursuant to the Fund's Advisory Agreement, the Manager will provide portfolio management services to the Fund and will receive a management fee and, pursuant to a separate Administration, Supervisory and Sub-Accounting Services Plan and Administration and Supervisory Agreement, the Manager will receive an administration and supervisory fee. The Board considered the background and qualifications of the investment, compliance and administrative personnel who would be involved in the management and oversight of the Fund and reviewed information regarding the Fund's management fee, administration and supervisory fee and estimated expense ratio compared to similar funds. The Board considered the proposed investment objective and investment philosophy and process for the Fund and reviewed composite performance information for similar strategies from the Manager. The Board noted that the Manager provides advisory services to other funds in the Trust and that the Board had also reviewed extensive information regarding the Manager and the nature and quality of services provided to other funds in the Trust during the annual May-June contract renewal process. In evaluating the management fee to be paid by the Fund, and in particular when assessing comparative data, the Board considered not only the management fee, but also the combination of the Fund's management fee and administration and supervisory fee. The Board concluded that the nature, extent and quality of the services provided by the Manager to the Fund, pursuant to the Advisory Agreement, were expected to be satisfactory.
With respect to profitability, the Board considered that, because the Fund was not operational, the Manager did not provide estimated profitability. The Board considered other benefits to be derived by the Manager from its relationship to the Fund, including receipt of the administration and supervisory fee. The Board considered whether there were economies of scale with respect to management of the Fund and whether the Fund would benefit from any economies of scale. The Board considered the relatively low level of the management fee of the Fund compared to peer funds, that the management fee schedule includes breakpoints and that the Fund was not yet operational and had no assets.
The Board reviewed the Fund's management fee (plus the administration and supervisory fee) and estimated total expense ratio and compared them to the average management fees and expense ratios of an expense peer group and expense universe of funds based on data provided by Broadridge. The comparable fund information showed that the Fund's management fee (plus the administration and supervisory fee) was below the average management fee of both the expense peer group and the expense universe. The Board also reviewed the fee schedules for separately managed accounts of the Manager with a similar investment mandate. The Board considered that the Manager has contractually agreed to waive its fees and/or bear other expenses of Class K and Institutional Class shares of the Fund through August 28, 2019 and that the contractual agreement may only be terminated by the Board. The Board considered that the management fee was on the low end of the spectrum of the expense peer group. On the basis of the information provided, the Board concluded that the management fee was reasonable.
Based upon all the information considered and the conclusions reached, the Board determined that the terms of the Advisory Agreement for the Fund were reasonable and fair and that the approval of the Advisory Agreement was in the best interests of the Fund.
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![](https://capedge.com/proxy/N-CSR/0001104659-19-038184/j19106052_qxp004.jpg)
Copyright © Baillie Gifford & Co 2015.
Item 2. Code of Ethics.
(a) The registrant, as of the end of the period covered by this report, has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party.
(b) Not applicable.
(c) There have been no amendments, during the period covered by this report, to a provision of the code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, and that relates to any element of the code of ethics description.
(d) The registrant has not granted any waivers, including an implicit waiver, from a provision of the code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, that relates to one or more of the items set forth in paragraph (b) of this item’s instructions.
(e) Not applicable.
(f) The registrant’s Code of Ethics is attached hereto as an exhibit.
Item 3. Audit Committee Financial Expert.
As of the end of the period covered by the report, the registrant’s Board of Trustees has determined that Mr. Robert E. Rigsby, is qualified to serve as an audit committee financial expert serving on its audit oversight committee and that he is “independent,” as defined by Item 3 of Form N-CSR.
Item 4. Principal Accountant Fees and Services.
Audit Fees
(a) The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years are $22,400 for 2019 and $0 for 2018.
Audit-Related Fees
(b) The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under paragraph (a) of this Item are $0 for 2019 and $0 for 2018.
Tax Fees
(c) The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning are $7,000 for 2019 and $0 for 2018.
These services are related to the review of federal and state income tax returns, excise tax returns, and the review of the distribution requirements for excise tax purposes.
All Other Fees
(d) The aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item are $2,900 for 2019 and $0 for 2018.
These services are related to services rendered to the investment adviser for tax compliance, tax planning and tax advice.
(e)(1) In order for the Trust’s accountant to remain independent, the following engagements must be approved in advance by the Trust’s Audit Oversight Committee or pursuant to the Pre-Approval Policies and Procedures for Audit and Non-Audit Services, as adopted by the Trust’s Audit Oversight Committee:
(a) any engagement of the accountant to provide audit services or non-audit services to the Trust; and
(b) any engagement of the accountant to provide non-audit services to the Trust’s investment adviser, or any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the Trust (“Service Providers”), if the engagement relates directly to the operations and financial reporting of the Trust.
(e)(2) The percentage of services described in each of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X are as follows:
(b) Audit Related Fees — Not Applicable
(c) Tax Fees — 100%
(d) All Other Fees — 100%
(f) Not applicable.
(g) The aggregate non-audit fees billed by the registrant’s accountant for services rendered to the registrant, and rendered to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for each of the last two fiscal years of the registrant was $0 for 2019 and $0 for 2018.
(h) Not applicable.
Item 5. Audit Committee of Listed Registrants.
Not applicable.
Item 6. Investments.
(a) Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 of this form.
(b) Not applicable.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable.
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable.
Item 10. Submission of Matters to a Vote of Security Holders.
Not applicable.
Item 11. Controls and Procedures.
(a) The registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”) (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)).
(b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d))) that occurred during the registrant’s last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.
Not applicable.
Item 13. Exhibits.
(a)(1) Code of ethics, or any amendment thereto, that is the subject of disclosure required by Item 2 is attached hereto.
(a)(2) Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto.
(a)(3) Not applicable.
(a)(4) Not applicable.
(b) Certifications pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes- Oxley Act of 2002 are attached hereto.
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.
(Registrant) | Baillie Gifford Funds | |
| | |
By (Signature and Title)* | /s/ Graham Laybourn | |
| Graham Laybourn, Vice President | |
| | |
| | |
Date | June 27, 2019 | |
| | | |
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.
By (Signature and Title)* | /s/ Graham Laybourn | |
| Graham Laybourn, Vice President | |
| | |
| | |
Date | June 27, 2019 | |
| | |
By (Signature and Title)* | /s/ Lindsay Cockburn | |
| Lindsay Cockburn, Treasurer | |
| (principal financial officer) | |
| | |
Date | June 27, 2019 | |
| | | |
* Print the name and title of each signing officer under his or her signature.