As filed with the U.S. Securities and Exchange Commission on July 14, 2016
1933 Act File No. 333-211616
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. 1 Post-Effective Amendment No. ___ [ ]
MANAGED PORTFOLIO SERIES
(Exact Name of Registrant as Specified in Charter)
615 East Michigan Street
Milwaukee, Wisconsin 53202
(Address of Principal Executive Offices, Zip Code)
(414) 287-3700
(Registrant’s Telephone Number)
James R. Arnold, President and Principal Executive Officer
615 East Michigan Street
Milwaukee, Wisconsin 53202
(Name and Address of Agent for Service)
Copy to:
| Thomas G. Sheehan, Esq. |
| Bernstein, Shur, Sawyer & Nelson P.A. |
| 100 Middle Street |
| P.O. Box 9729 |
| Portland, ME 04104-5029 |
Title of Securities being Registered: Shares of the IS class of the Jackson Square Select 20 Growth Fund, Shares of the IS class of the Jackson Square SMID-Cap Growth Fund and Shares of the IS class of the Jackson Square Large-Cap Growth Fund.
Approximate Date of Proposed Public Offering: As soon as practicable after the Registration Statement becomes effective under the Securities Act of 1933, as amended.
No filing fee is required under the Securities Act of 1933, as amended, because an indefinite number of shares of beneficial interest have previously been registered pursuant to Section 24(f) of the Investment Company Act of 1940, as amended.
It is proposed that this filing will become effective on July 15, 2016.
DELAWARE POOLED® TRUST
2005 MARKET STREET
PHILADELPHIA, PENNSYLVANIA 19103
(800) 231-8002
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS OF
THE LARGE-CAP GROWTH EQUITY PORTFOLIO
THE FOCUS SMID-CAP GROWTH EQUITY PORTFOLIO
THE SELECT 20 PORTFOLIO
TO BE HELD ON SEPTEMBER 12, 2016
A special meeting (the “Meeting”) of the shareholders of The Large-Cap Growth Equity Portfolio, The Focus Smid-Cap Growth Equity Portfolio and The Select 20 Portfolio (each, a “Target Fund,” and collectively, the “Target Funds”), each a series of Delaware Pooled® Trust (the “Target Trust”) will be held on September 12, 2016 at 10:00 a.m. at the offices of Stradley Ronon Stevens & Young, LLP, 2005 Market Street, 26th Floor, Philadelphia, Pennsylvania 19103 to vote on the following proposal (the “Proposal”), and any other matters that may properly come before the Meeting or any adjournment or postponement thereof:
PROPOSAL: TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION BETWEEN THE TARGET TRUST ON BEHALF OF THE TARGET FUNDS AND MANAGED PORTFOLIO SERIES (THE “ACQUIRING TRUST”), ON BEHALF OF THE JACKSON SQUARE LARGE-CAP GROWTH FUND, THE JACKSON SQUARE SMID-CAP GROWTH FUND AND THE JACKSON SQUARE SELECT 20 GROWTH FUND (THE “ACQUIRING FUNDS”), PROVIDING FOR: (A) THE ACQUISITION OF ALL OF THE ASSETS AND ASSUMPTION OF ALL OF THE LIABILITIES OF EACH TARGET FUND BY ITS CORRESPONDING ACQUIRING FUND IN EXCHANGE FOR IS CLASS SHARES OF THE ACQUIRING FUND; (B) THE DISTRIBUTION OF SUCH SHARES TO THE SHAREHOLDERS OF SUCH TARGET FUND; AND (C) THE LIQUIDATION AND TERMINATION OF EACH TARGET FUND (THE “REORGANIZATION”).
Target Fund shareholders of record as of the close of business on June 20, 2016 are entitled to notice of, and to vote at, the Meeting or any adjournment of the Meeting. The shareholders of each Target Fund will vote separately on the Proposal. The Proposal will be effected with respect to an individual Target Fund only if the Target Fund’s shareholders approve the Proposal.
The Board of Trustees of the Target Trust (the “Target Funds Board”) requests that you vote your shares by completing the enclosed proxy card and returning it in the enclosed postage paid return envelope or by voting by telephone or via the internet using the instructions on the proxy card. The Target Funds Board recommends that you cast your vote “for” the proposal as described in the accompanying proxy statement/prospectus. If you are voting by mail, please sign and promptly return the proxy card in the postage paid return envelope regardless of the number of shares owned. Proxy card instructions may be revoked at any time before they are exercised by submitting a written notice of revocation or a subsequently executed proxy card or by attending the Meeting and voting in person.
By order of the Board of Trustees,
/s/ Shawn K. Lytle
Shawn K. Lytle
President, Chief Executive Officer and Trustee
July 26, 2016
THE SELECT 20 PORTFOLIO THE FOCUS SMID-CAP GROWTH EQUITY PORTFOLIO THE LARGE-CAP GROWTH EQUITY PORTFOLIO EACH A SERIES OF DELAWARE POOLED® TRUST 2005 MARKET STREET PHILADELPHIA, PENNSYLVANIA 19103 (800) 231-8002 | | JACKSON SQUARE SELECT 20 GROWTH FUND JACKSON SQUARE SMID-CAP GROWTH FUND JACKSON SQUARE LARGE-CAP GROWTH FUND EACH A SERIES OF MANAGED PORTFOLIO SERIES 615 EAST MICHIGAN STREET MILWAUKEE, WISCONSIN 53202 (414) 287-3700 |
PROXY STATEMENT/PROSPECTUS
July 15, 2016
INTRODUCTION
This Proxy Statement/Prospectus contains information that shareholders of The Large-Cap Growth Equity Portfolio, The Focus Smid-Cap Growth Equity Portfolio and The Select 20 Portfolio (each, a “Target Fund,” and collectively, the “Target Funds”), each a series of Delaware Pooled® Trust (the “Target Trust”), should know before voting on the proposed reorganization that is described herein, and should be retained for future reference. This document is both the proxy statement of each Target Fund and also a prospectus for the Jackson Square Large-Cap Growth Fund, the Jackson Square SMID-Cap Growth Fund and the Jackson Square Select 20 Growth Fund (each, an “Acquiring Fund,” and collectively, the “Acquiring Funds,” and, together with the Target Funds, the “Funds”), each a series of Managed Portfolio Series (the “Acquiring Trust”). The Target Funds and the Acquiring Funds are each a series of separate registered open-end management investment companies. The following lists the Target Funds with the corresponding Acquiring Funds:
Target Fund | Corresponding Acquiring Fund (Share Class) |
| The Large-Cap Growth Equity Portfolio | Jackson Square Large-Cap Growth Fund (IS Class) |
| The Focus Smid-Cap Growth Equity Portfolio | Jackson Square SMID-Cap Growth Fund (IS Class) |
| The Select 20 Portfolio | Jackson Square Select 20 Growth Fund (IS Class) |
A special meeting of the shareholders of the Target Funds (the “Meeting”) will be held at the offices of Stradley Ronon Stevens & Young, LLP, 2005 Market Street, 26th Floor, Philadelphia, Pennsylvania 19103 on September 12, 2016 at 10:00 a.m. At the Meeting, shareholders of the Target Funds will be asked to consider the following proposal (the “Proposal”), and any other matters that may properly come before the Meeting or any adjournment or postponement thereof:
PROPOSAL: TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION (THE “AGREEMENT”) BETWEEN THE TARGET TRUST AND THE ACQUIRING TRUST, PROVIDING FOR: (a) THE ACQUISITION OF ALL OF THE ASSETS AND ASSUMPTION OF ALL OF THE LIABILITIES OF EACH TARGET FUND BY ITS CORRESPONDING ACQUIRING FUND IN EXCHANGE FOR IS CLASS SHARES OF THE ACQUIRING FUND; (b) THE DISTRIBUTION OF SUCH SHARES TO THE SHAREHOLDERS OF SUCH TARGET FUND; AND (c) THE LIQUIDATION AND TERMINATION OF EACH TARGET FUND (EACH, A “REORGANIZATION”).
The total dollar value of the Acquiring Fund shares that shareholders will receive in the Reorganization will be the same as the total dollar value of the shares of a Target Fund that shareholders hold immediately prior to the Reorganization. Each Reorganization is anticipated to be a tax-free transaction, meaning that, in general, shareholders are not expected to be required to pay any U.S. federal income tax in connection with the Reorganization. For more detailed information about the U.S. federal income tax consequences of the Reorganization, please refer to the section titled “U.S. Federal Income Tax Considerations” below.
The Board of Trustees of the Target Funds (the “Target Funds Board”) has fixed the close of business on June 20, 2016 as the record date (“Record Date”) for the determination of Target Fund shareholders entitled to notice of and to vote at the Meeting and at any adjournment thereof. Shareholders of a Target Fund on the Record Date will be entitled to one vote for each share of the Target Fund held (and a proportionate fractional vote for each fractional share). The shareholders of each individual Target Fund will vote separately on the Proposal. The Proposal will be effected with respect to an individual Target Fund only if the Target Fund’s shareholders approve the Proposal. Failure of a Target Fund’s shareholders to approve the Proposal will not prevent the Proposal from passing with respect to the other Target Funds. This Proxy Statement/Prospectus, the enclosed Notice of Special Meeting of Shareholders, and the enclosed proxy card will be mailed on or about July 26, 2016, to all shareholders eligible to vote on the Proposal.
The Target Funds Board has approved the Agreement and has determined that the Reorganization is in the best interests of each Target Fund and will not dilute the interests of the existing shareholders of each Target Fund. Accordingly, the Target Funds Board recommends that shareholders of the Target Funds vote “FOR” the Proposal. Because the shareholders of each Target Fund will vote separately on the Proposal, the Proposal will pass for a Target Fund if it is approved by that Target Fund’s shareholders, even if the Proposal is not approved by shareholders of the other Target Funds. If shareholders of a Target Fund do not approve the Proposal, the Target Funds Board will consider what further action is appropriate for the Target Fund.
Additional information about the Funds is available in the following materials:
| · | Prospectus dated February 26, 2016 for the Target Funds (“Target Funds Prospectus”); |
| · | Supplements dated May 27, 2016 and May 20, 2016 to the Target Funds Prospectus; |
| · | Statement of Additional Information dated February 26, 2016 for the Target Funds (“Target Funds SAI”); |
| · | Supplements dated March 28, 2016 and June 7, 2016 to the Target Funds SAI; |
| · | Prospectus dated March 29, 2016, as revised July 5, 2016, for the Acquiring Funds (“Acquiring Funds Prospectus”); |
| · | Supplements dated April 15, 2016, May 2, 2016 and May 5, 2016 to the Acquiring Funds Prospectus; |
| · | Statement of Additional Information dated March 29, 2016 for the Acquiring Funds (“Acquiring Funds SAI”); and |
| · | The audited financial statements and related report of the independent public accounting firm included in the Target Funds’ Annual Report to Shareholders for the fiscal year ended October 31, 2015 (“Target Funds Annual Report”) (File No. 811-06322). The financial highlights for the Target Funds contained in the Target Funds Annual Report are included in this Proxy Statement/Prospectus as Exhibit C. |
| · | The Target Funds’ unaudited financial statements included in the Target Funds Semi-Annual Report to Shareholders for the fiscal period ended April 30, 2016 (the “Target Funds Semi-Annual Report”) (File No. 811-06322). The financial highlights for the Target Funds contained in the Target Funds Semi-Annual Report are included in this Proxy Statement/Prospectus as Exhibit C. |
The documents listed above are on file with the U.S. Securities and Exchange Commission (the “SEC”). The Target Funds Prospectus is incorporated herein by reference and is legally deemed to be part of this Proxy Statement/Prospectus. A copy of the Acquiring Funds Prospectus accompanies this Proxy Statement/Prospectus and is incorporated herein by reference and is legally deemed to be part of this Proxy Statement/Prospectus. The Statement of Additional Information to this Proxy Statement/Prospectus (“Proxy Statement SAI”) also is incorporated herein by reference and is legally deemed to be part of this Proxy Statement/Prospectus. The Target Funds Prospectus, Target Funds SAI and Target Funds Annual Report are available on the Target Funds’ website at delawareinvestments.com/institutional/literature. Copies of these documents are also available at no cost by calling 800-231-8002 or by sending an e-mail request to CSSUPPORTTEAM@DELINVEST.COM. Copies of the Acquiring Funds SAI are available at no charge by calling the Acquiring Funds (toll-free) at 844-577-3863, by visiting the Acquiring Funds’ website at www.JSPFunds.com or by writing to the Acquiring Funds, c/o U.S. Bancorp Fund Services, LLC, P.O. Box 701, Milwaukee, Wisconsin 53201-0701.
You also may view or obtain these documents from the SEC’s Public Reference Room, which is located at 100 F Street, N.E., Washington, D.C. 20549-1520, or from the SEC’s website at www.sec.gov. Information on the operation of the SEC’s Public Reference Room may be obtained by calling the SEC at (202) 551-8090. You can also request copies of these materials, upon payment at the prescribed rates of the duplicating fee, by electronic request to the SEC’s e-mail address (publicinfo@sec.gov) or by writing the Public Reference Branch, Office of Consumer Affairs and Information Services, SEC, Washington, D.C. 20549-1520.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE U.S. SECURITIES AND EXCHANGE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. AN INVESTMENT IN THE FUNDS IS NOT A DEPOSIT WITH A BANK AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION (“FDIC”) OR ANY OTHER GOVERNMENT AGENCY. YOU MAY LOSE MONEY BY INVESTING IN THE FUNDS.
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EXHIBITS | |
| A-1 |
| B-1 |
| C-1 |
NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS REGARDING THE REORGANIZATION OTHER THAN THOSE CONTAINED IN THIS PROXY STATEMENT/PROSPECTUS OR RELATED SOLICITATION MATERIALS ON FILE WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION, AND YOU SHOULD NOT RELY ON SUCH OTHER INFORMATION OR REPRESENTATIONS.
SUMMARY OF KEY INFORMATION
The following is a summary of certain information contained elsewhere in this Proxy Statement/Prospectus, in the Agreement, and/or in the prospectuses and SAIs of the Funds. Shareholders should read the entire Proxy Statement/Prospectus, the Acquiring Funds Prospectus (which accompanies this Proxy Statement/Prospectus), the Target Funds Prospectus, the Acquiring Funds SAI, and the Target Funds SAI carefully for more complete information.
WHY ARE YOU SENDING ME THE PROXY STATEMENT/PROSPECTUS?
You are receiving this Proxy Statement/Prospectus because you own shares in one or more of the Target Funds as of the Record Date and have the right to vote on the very important proposal described herein concerning the Target Funds. This Proxy Statement/Prospectus contains information that shareholders of the Target Funds should know before voting on the Proposal. This document is both a proxy statement of the Target Funds and also a prospectus for the Acquiring Funds.
ON WHAT AM I BEING ASKED TO VOTE?
You are being asked to approve transitioning the Target Funds to a new fund family. Specifically, as a Target Fund shareholder, you are being asked to vote on the approval of the Agreement providing for the Reorganization of the Target Funds. The Agreement provides for the: (i) acquisition by the Acquiring Trust, on behalf of each Acquiring Fund, of all of the property, assets and goodwill of the corresponding Target Fund, in exchange solely for IS Class shares of the Acquiring Fund; (ii) the assumption by the Acquiring Trust, on behalf of each Acquiring Fund, of all of the liabilities of the corresponding Target Fund; (iii) the distribution of IS Class shares of each Acquiring Fund to the shareholders of the corresponding Target Fund according to their respective interests in complete liquidation of each Target Fund; and (iv) the dissolution of each Target Fund as soon as practicable after the Reorganization. As a result of the Reorganization (if approved by shareholders), a Target Fund shareholder will become an IS Class shareholder of the corresponding Acquiring Fund and shareholders of each Target Fund will receive IS Class shares in the corresponding Acquiring Fund having a total dollar value equal to the total dollar value of the shares such shareholder held in the Target Fund immediately prior to the Reorganization.
WHAT ARE THE
REASONS FOR THE PROPOSED REORGANIZATION?
The proposed Reorganization will enable Jackson Square Partners, LLC (“JSP”), the investment sub-adviser of the Target Funds and the investment adviser of the Acquiring Funds, to serve as the sole investment adviser with respect to the assets that you have invested in one or more of the Target Funds, by transferring such assets to the corresponding Acquiring Funds. The proposed Reorganization would, in turn, provide JSP with the opportunity to create future economies of scale that could benefit shareholders if certain fixed costs can be spread across a larger asset base.
In considering the Reorganization and the Agreement, the Target Funds Board considered these and other factors in concluding that the Reorganization would be in the best interest of each Target Fund and its shareholders. The Target Funds Board’s considerations are described in more detail in the “THE PROPOSED REORGANIZATION -- Board Considerations in Approving the Reorganization” section below.
HAS MY FUND’S BOARD OF TRUSTEES APPROVED THE REORGANIZATION?
Yes. The Target Funds Board has carefully reviewed the Proposal and unanimously approved the Agreement and the Reorganization. THE BOARD RECOMMENDS THAT SHAREHOLDERS OF THE TARGET FUNDS VOTE “FOR” THE PROPOSAL.
WHAT EFFECT WILL THE REORGANIZATION HAVE ON ME AS A SHAREHOLDER?
Immediately after the Reorganization, you will hold shares of the Acquiring Fund(s) having a total dollar value equal to the dollar value of the shares of the corresponding Target Fund(s) that you held immediately prior to the closing of the Reorganization. The principal differences between each Target Fund and the corresponding Acquiring Fund are described in this Proxy Statement/Prospectus. The Acquiring Funds Prospectus that accompanies this Proxy Statement/Prospectus contains additional information about the Acquiring Funds.
HOW DO THE FUNDS’ INVESTMENT OBJECTIVES, PRINCIPAL INVESTMENT STRATEGIES AND PRINCIPAL RISKS COMPARE?
Each Acquiring Fund and the corresponding Target Fund have identical investment objectives, as described below. Each Fund’s investment objective is classified as non-fundamental, which means that the Target Funds’ investment objectives can be changed by the Target Funds’ Board without shareholder approval, and the Acquiring Funds’ investment objectives can be changed by the Board of Trustees of the Acquiring Funds (the “Acquiring Funds Board”) without shareholder approval.
In addition, because of their substantially similar investment strategies, most of the principal investment risks of each Acquiring Fund are generally the same as the principal investment risks of owning shares of the corresponding Target Fund, as described below. However, two of the Acquiring Funds, Jackson Square Large-Cap Growth Fund and Jackson Square SMID-Cap Growth Fund, are each subject to “Non-Diversified Fund Risk,” while the corresponding Target Funds are not, and all of the Acquiring Funds are subject to “New Fund Risk”, while none of the Target Funds are subject to such risk.
The Large-Cap Growth Equity Portfolio and Jackson Square Large-Cap Growth Fund
Both The Large-Cap Growth Equity Portfolio and the Jackson Square Large-Cap Growth Fund seek capital appreciation as an investment objective. The principal investment strategies of each Fund are substantially similar. Both The Large-Cap Growth Equity Portfolio and the Jackson Square Large-Cap Growth Fund invest primarily in common stocks of growth-oriented U.S. large capitalization companies. However, the Jackson Square Large Cap Growth Fund, as a non-diversified fund, is permitted to invest a greater percentage of its assets in the securities of a single issuer, while The Large-Cap Growth Equity Portfolio, as a diversified fund, is more limited with respect to the percentage of its assets that may be committed to a single issuer.
Because of the substantially similar investment strategies of The Large-Cap Growth Equity Fund and the Jackson Square Large-Cap Growth Fund, most of their principal investment risks are generally the same. However, Jackson Square Large-Cap Growth Fund is subject to “Non-Diversified Fund Risk,” while The Large-Cap Growth Equity Portfolio is not. As a non-diversified fund, Jackson Square Large-Cap Growth Fund is permitted to invest a greater percentage of its assets in the securities of a single issuer and may have fewer holdings than other mutual funds. As a result, a decline in the value of a single issuer could cause the Jackson Square Large-Cap Growth Fund’s overall value to decline to a greater degree than if the fund held a more diversified portfolio. As a diversified fund, The Large-Cap Growth Equity Portfolio is not subject to “Non-Diversified Fund Risk.” However, JSP, the investment adviser to Jackson Square Large-Cap Growth Fund and the sub-adviser to The Large-Cap Growth Equity Portfolio, does not anticipate significant differences in the portfolio of the Jackson Square Large-Cap Growth Fund compared to the portfolio of The Large-Cap Growth Equity Portfolio as a result of the non-diversified status. In addition, the Jackson Square Large-Cap Growth Fund is subject to “New Fund Risk,” while The Large-Cap Growth Equity Portfolio is not. New Fund Risk is the risk associated with the fact that Jackson Square Large-Cap Growth Fund is new with no operating history and with no assurance that the Fund will grow to or maintain an economically viable size. In such circumstances, the Board of Trustees may determine to liquidate the Fund if it determines it is in the best interest of shareholders to do so, with no requirement of shareholder approval. The timing of any Fund liquidation may not be favorable to certain individual shareholders.
The Focus Smid-Cap Growth Equity Portfolio and the Jackson Square SMID-Cap Growth Fund
Both The Focus Smid-Cap Growth Equity Portfolio and the Jackson Square SMID-Cap Growth Fund seek long-term capital appreciation as an investment objective. The principal investment strategies of each Fund are substantially similar. The Focus Smid-Cap Growth Equity Portfolio and the Jackson Square SMID-Cap Growth Fund both focus their investments in the common stocks of growth-oriented small- and mid-capitalization companies. The Focus Smid-Cap Growth Equity Portfolio is classified as a diversified fund, which means it is more limited in the percentage of its assets that may be invested in a single issuer than the Jackson Square SMID-Cap Growth Fund, a non-diversified fund.
Because of the substantially similar investment strategies of The Focus Smid-Cap Growth Equity Portfolio and the Jackson Square SMID-Cap Growth Fund, most of their principal investment risks are generally the same. However, Jackson Square SMID-Cap Growth Fund is subject to “Non-Diversified Fund Risk,” while The Focus Smid-Cap Growth Equity Portfolio is not. As a non-diversified fund, Jackson Square SMID-Cap Growth Fund is permitted to invest a greater percentage of its assets in the securities of a single issuer and may have fewer holdings than other mutual funds. As a result, a decline in the value of a single issuer could cause the Jackson Square SMID-Cap Growth Fund’s overall value to decline to a greater degree than if the fund held a more diversified portfolio. As a diversified fund, The Focus Smid-Cap Growth Equity Portfolio is not subject to “Non-Diversified Fund Risk.” However, JSP, the investment adviser to the Jackson Square SMID-Cap Growth Fund and the sub-adviser to The Focus Smid-Cap Growth Equity Portfolio, does not anticipate significant differences in the portfolio of the Jackson Square SMID-Cap Growth Fund compared to the portfolio of The Focus Smid-Cap Growth Equity Portfolio as a result of the non-diversified status. In addition, the Jackson Square SMID-Cap Growth Fund is subject to “New Fund Risk”, while The Focus Smid-Cap Growth Equity Portfolio is not. New Fund Risk is the risk associated with the fact that Jackson Square SMID-Cap Growth Fund is new with no operating history and with no assurance that the Fund will grow to or maintain an economically viable size. In such circumstances, the Board of Trustees may determine to liquidate the Fund if it determines it is in the best interest of shareholders to do so, with no requirement of shareholder approval. The timing of any Fund liquidation may not be favorable to certain individual shareholders.
The Select 20 Portfolio and the Jackson Square Select 20 Growth Fund
Both The Select 20 Portfolio and the Jackson Square Select 20 Growth Fund seek long-term capital appreciation as an investment objective. The principal investment strategies of each Fund are substantially similar. The Select 20 Portfolio and its corresponding Acquiring Fund, Jackson Square Select 20 Growth Fund, are each non-diversified funds that invest in approximately 20 common stocks of growth-oriented companies that can be of any capitalization size.
Because of the substantially similar investment strategies of The Select 20 Portfolio and the Jackson Square Select 20 Growth Fund, most of their principal investment risks are generally the same. However, the Jackson Square Select 20 Growth Fund is subject to “New Fund Risk”, while The Large-Cap Growth-Fund is not. New Fund Risk is the risk associated with the fact that Jackson Square Select 20 Growth Fund is new with no operating history and with no assurance that the Fund will grow to or maintain an economically viable size. In such circumstances the Board of Trustees may determine to liquidate the Fund if it determines it is in the best interest of shareholders to do so, with no requirement of shareholder approval. The timing of any Fund liquidation may not be favorable to certain individual shareholders.
HOW DO THE FUNDS’
EXPENSES COMPARE?
The following tables compare the annual operating expenses, expressed as a percentage of net assets (“expense ratios”), of the Target Funds with the PRO FORMA expense ratios of the Acquiring Funds. The expense ratios of the Acquiring Funds are expected to be the same as or lower than the expense ratios of the corresponding Target Funds, after taking into account the Acquiring Funds’ contractual expense limitations (as described below). The PRO FORMA expense ratios show projected estimated expenses, but actual expenses may be higher or lower than those shown.
| Target Fund: The Large-Cap Growth Equity Portfolio |
| Acquiring Fund: Jackson Square Large-Cap Growth Fund (IS Class) |
Shareholder Fees (fees paid directly from your investment) | The Large Cap- Growth Equity Portfolio | Jackson Square Large- Cap Growth Fund IS Class (PRO FORMA) |
| | None | None |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | The Large Cap- Growth Equity Portfolio | Jackson Square Large- Cap Growth Fund IS Class (PRO FORMA) |
| Management Fees | 0.55% | 0.55% |
| Shareholder Servicing Plan Fee | 0.00% | 0.00% |
| Distribution and Service (Rule 12b-1) Fees | 0.00% | 0.00% |
| Other Expenses | 0.09 %(1) | 0.14% (2) |
| Total Annual Fund Operating Expenses | 0.64% | 0.69% |
| Less: Fee Waiver | 0.00 % | (0.05)%(3) |
Total Annual Fund Operating Expenses After Fee Waiver | 0.64% | 0.64%(3) |
| (1) | The Large-Cap Growth Equity Portfolio’s other expenses reflect expenses for the fiscal year ended October 31, 2015. |
| (2) | Because the Jackson Square Large-Cap Growth Fund is new, these expenses are based on estimated amounts for the Jackson Square Large-Cap Growth Fund’s current fiscal year ending October 31, 2016. |
| (3) | JSP has contractually agreed to reduce its management fees and reimburse the Jackson Square Large-Cap Growth Fund for its operating expenses in order to ensure that Total Annual Fund Operating Expenses (excluding Rule 12b-1 fees, Shareholder Servicing Plan fees, acquired fund fees and expenses, leverage/borrowing interest, other interest expense, taxes, brokerage commissions and extraordinary expenses) do not exceed 0.64% of the average daily net assets of the Fund. Fees reduced and expenses reimbursed by JSP may be recouped by JSP for a period of three fiscal years following the fiscal year during which such reduction and reimbursement was made, if such recoupment can be achieved without exceeding the expense limit in effect at the time the fee reduction and expense reimbursement occurred and at the time fee/expenses are being recouped. The Operating Expenses Limitation Agreement shall remain in effect for at least two years from the effective date of the Jackson Square Large-Cap Growth Fund’s Prospectus dated March 29, 2016. |
| Target Fund: The Focus Smid-Cap Growth Equity Portfolio |
| Acquiring Fund: Jackson Square SMID-Cap Growth Fund (IS Class) |
Shareholder Fees (fees paid directly from your investment) | The Focus Smid-Cap Growth Equity Portfolio | Jackson Square SMID- Cap Growth Fund IS Class (PRO FORMA) |
| | None | None |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | The Focus Smid-Cap Growth Equity Portfolio | Jackson Square SMID- Cap Growth Fund IS Class (PRO FORMA) |
| Management Fees | 0.75% | 0.75% |
| Shareholder Servicing Plan Fee | 0.00% | 0.00% |
| Distribution and Service (Rule 12b-1) Fees | 0.00% | 0.00% |
| Other Expenses | 0.17 %(1) | 0.17% (2) |
| Total Annual Fund Operating Expenses | 0.92% | 0.92% |
| Less: Fee Waiver | (0.00 %) | (0.05)%(3) |
Total Annual Fund Operating Expenses After Fee Waiver | 0.92% | 0.87%(3) |
| (1) | The Focus Smid-Cap Growth Equity Portfolio’s other expenses reflect expenses for the fiscal year ended October 31, 2015. |
| (2) | Because the Jackson Square SMID-Cap Growth Fund is new, these expenses are based on estimated amounts for the Jackson Square SMID-Cap Growth Fund’s current fiscal year ending October 31, 2016. |
| (3) | JSP has contractually agreed to reduce its management fees and reimburse the Jackson Square SMID-Cap Growth Fund for its operating expenses in order to ensure that Total Annual Fund Operating Expenses (excluding Rule 12b-1 fees, Shareholder Servicing Plan fees, acquired fund fees and expenses, leverage/borrowing interest, other interest expense, taxes, brokerage commissions and extraordinary expenses) do not exceed 0.87% of the average daily net assets of the Fund. Fees reduced and expenses reimbursed by JSP may be recouped by JSP for a period of three fiscal years following the fiscal year during which such reduction and reimbursement was made, if such recoupment can be achieved without exceeding the expense limit in effect at the time the fee reduction and expense reimbursement occurred and at the time fee/expenses are being recouped. The Operating Expenses Limitation Agreement shall remain in effect for two years from the effective date of the Jackson Square SMID-Cap Growth Fund’s Prospectus dated March 29, 2016. |
| Target Fund: The Select 20 Portfolio |
| Acquiring Fund: Jackson Square Select 20 Growth Fund (IS Class) |
Shareholder Fees (fees paid directly from your investment) | The Select 20 Portfolio | Jackson Square Select 20 Growth Fund IS Class (PRO FORMA) |
| | None | None |
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | The Select 20 Portfolio | Jackson Square Select 20 Growth Fund IS Class (PRO FORMA) |
| Management Fees | 0.75% | 0.65% |
| Shareholder Servicing Plan Fee | 0.00% | 0.00% |
| Distribution and Service (Rule 12b-1) Fees | 0.00% | 0.00% |
| Other Expenses | 0.14 %(1) | 0.25% (2) |
| Total Annual Fund Operating Expenses | 0.89% | 0.90% |
| Less: Fee Waiver | (0.00 %) | (0.03)%(3) |
Total Annual Fund Operating Expenses After Fee Waiver | 0.89% | 0.87%(3) |
| (1) | The Select 20 Portfolio’s other expenses reflect expenses for the fiscal year ended October 31, 2015. |
| (2) | Because the Jackson Square Select 20 Growth Fund is new, these expenses are based on estimated amounts for the Jackson Square Select 20 Growth Fund’s current fiscal year ending October 31, 2016. |
| (3) | JSP has contractually agreed to reduce its management fees and reimburse the Jackson Square Select 20 Growth Fund for its operating expenses in order to ensure that Total Annual Fund Operating Expenses (excluding Rule 12b-1 fees, Shareholder Servicing Plan fees, acquired fund fees and expenses, leverage/borrowing interest, other interest expense, taxes, brokerage commissions and extraordinary expenses) do not exceed 0.87% of the average daily net assets of the Fund. Fees reduced and expenses reimbursed by JSP may be recouped by JSP for a period of three fiscal years following the fiscal year during which such reduction and reimbursement was made, if such recoupment can be achieved without exceeding the expense limit in effect at the time the fee reduction and expense reimbursement occurred and at the time fee/expenses are being recouped. The Operating Expenses Limitation Agreement shall remain in effect for two years from the effective date of the Jackson Square Select 20 Growth Fund’s Prospectus dated March 29, 2016. |
EXAMPLE
The Example is intended to help you compare the costs of investing in a Target Fund and the corresponding Acquiring Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 for the time periods indicated and then either redeem or do not redeem your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the operating expenses (including capped expenses for the Funds for the periods described in the footnotes to the fee tables) remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| | One Year | Three Years | Five Years | Ten Years |
| The Large-Cap Growth Equity Portfolio | $65 | $205 | $357 | $798 |
Jackson Square Large-Cap Growth Fund (PRO FORMA) | $65 | $210 | $374 | $849 |
| | One Year | Three Years | Five Years | Ten Years |
| The Focus Smid-Cap Growth Equity Portfolio | $94 | $293 | $509 | $1,131 |
Jackson Square SMID-Cap Growth Fund (PRO FORMA) | $89 | $283 | $499 | $1,122 |
| | One Year | Three Years | Five Years | Ten Years |
| The Select 20 Portfolio | $91 | $284 | $493 | $1,096 |
Jackson Square Select 20 Growth Fund (PRO FORMA) | $89 | $281 | $492 | $1,102 |
For further discussion regarding the Target Funds Board’s consideration of the fees and expenses of the Funds in approving the Reorganization, see the section entitled “THE PROPOSED REORGANIZATION - Board Considerations in Approving the Reorganization” in this Proxy Statement/Prospectus.
PORTFOLIO TURNOVER
Each Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the expense examples shown above, affect each Fund’s performance.
During the fiscal year ended October 31, 2015, the Target Funds’ portfolio turnover rates were: 49% of the average value of the portfolio of The Large-Cap Growth Equity Portfolio, 21% of the average value of the portfolio of The Focus Smid-Cap Growth Equity Portfolio, and 31% of the average value of the portfolio of The Select 20 Portfolio. No portfolio turnover information is included here for the Acquiring Funds, because the Jackson Square SMID-Cap Growth Fund has not completed a full fiscal period, and the Jackson Square Large-Cap Growth Fund and Jackson Square Select 20 Growth Fund have not yet commenced operations.
HOW DO THE
PERFORMANCE RECORDS OF THE FUNDS COMPARE?
If the Reorganization is approved, each Acquiring Fund will assume the performance history of the corresponding Target Fund. The Acquiring Funds do not have performance history shown herein because the Jackson Square SMID-Cap Growth Fund has not completed a calendar year of operations, and the Jackson Square Large-Cap Growth Fund and Jackson Square Select 20 Growth Fund have not yet commenced operations.
The bar charts and tables below provide some indication of the risks of investing in the Target Funds by showing changes in the Target Funds’ performance from year to year and by showing how the Target Funds’ average annual total returns for the 1-, 5-, and 10-year periods compare with those of a broad measure of market performance. A Target Fund’s past performance (before and after taxes) is not necessarily an indication of how it will perform in the future. The returns reflect any expense caps in effect during these periods. The returns would be lower without the expense caps. You may obtain the Target Funds’ most recently available month-end performance by calling 800-231-8002 or by visiting the Target Funds’ website at delawareinvestments.com/institutional.
Year-by-year total return (The Large-Cap Growth Equity Portfolio)
During the periods illustrated in this bar chart, The Large-Cap Growth Equity Portfolio’s highest quarterly return was 16.08% for the quarter ended March 31, 2012 and its lowest quarterly return was ‑22.25% for the quarter ended December 31, 2008. Year to date performance (before taxes) as of 6/30/2016: -7.63%.
Average Annual Total Returns for Periods Ended December 31, 2015
Actual after-tax returns depend on the investor’s individual tax situation and may differ from the returns shown. After-tax returns are not relevant for shares held in tax-advantaged investment vehicles such as employer-sponsored 401(k) plans and individual retirement accounts (IRAs). The after-tax returns shown are calculated using the highest individual federal marginal income tax rates in effect during the Target Funds’ lifetime and do not reflect the impact of state and local taxes.
Average Annual Total Returns for the periods ended December 31, 2015 | | | |
| The Large-Cap Growth Equity Portfolio | One Year | Five Years | Ten Years |
| Return Before Taxes | 5.19% | 15.02% | 7.99% |
| Return After Taxes on Distributions | 1.55% | 13.68% | 7.33% |
| Return After Taxes on Distributions and Sale of Portfolio Shares | 5.91% | 12.09% | 6.51% |
Russell 1000® Growth Index (reflects no deduction for fees, expenses or taxes) | 5.67% | 13.53% | 8.53% |
Year-by-year total return (The Focus Smid-Cap Growth Equity Portfolio)
During the periods illustrated in this bar chart, The Focus Smid-Cap Growth Equity Portfolio’s highest quarterly return was 27.04% for the quarter ended June 30, 2009 and its lowest quarterly return was -24.94% for the quarter ended December 31, 2008. Year to date performance (before taxes) as of 6/30/2016: 1.57%.
Average Annual Total Returns for Periods Ended December 31, 2015
Actual after-tax returns depend on the investor’s individual tax situation and may differ from the returns shown. After-tax returns are not relevant for shares held in tax-advantaged investment vehicles such as employer-sponsored 401(k) plans and individual retirement accounts (IRAs). The after-tax returns shown are calculated using the highest individual federal marginal income tax rates in effect during the Target Funds’ lifetime and do not reflect the impact of state and local taxes.
Average Annual Total Returns for the periods ended December 31, 2015 | | | |
| The Focus Smid-Cap Growth Equity Portfolio | One Year | Five Years | Ten Years |
| Return Before Taxes | 7.40% | 12.99% | 11.48% |
| Return After Taxes on Distributions | 5.89% | 11.16% | 10.24% |
| Return After Taxes on Distributions and Sale of Portfolio Shares | 5.41% | 10.09% | 9.24% |
Russell 2500™ Growth Index (reflects no deduction for fees, expenses or taxes) | (0.19%) | 11.43% | 8.49% |
Year-by-year total return (The Select 20 Portfolio)
On Feb. 28, 2008, the Portfolio changed its investment strategy to limit its investments to no less than 15 securities and no more than 25 securities. The performance prior to Feb. 28, 2008 is that of the Portfolio’s predecessor, The All-Cap Growth Equity Portfolio.
During the periods illustrated in this bar chart, The Select 20 Portfolio’s highest quarterly return was 18.57% for the quarter ended June 30, 2009 and its lowest quarterly return was -21.91% for the quarter ended December 31, 2008. Year to date performance (before taxes) as of 6/30/2016: -9.86%.
Average Annual Total Returns for Periods Ended December 31, 2015
Actual after-tax returns depend on the investor’s individual tax situation and may differ from the returns shown. After-tax returns are not relevant for shares held in tax-advantaged investment vehicles such as employer-sponsored 401(k) plans and individual retirement accounts (IRAs). The after-tax returns shown are calculated using the highest individual federal marginal income tax rates in effect during the Target Funds’ lifetime and do not reflect the impact of state and local taxes.
Average Annual Total Returns for the periods ended December 31, 2015 | | | |
| The Select 20 Portfolio | One Year | Five Years | Ten Years |
| Return Before Taxes | 4.72% | 14.48% | 7.88% |
| Return After Taxes on Distributions | 0.15% | 11.77% | 6.59% |
| Return After Taxes on Distributions and Sale of Portfolio Shares | 6.35% | 11.52% | 6.36% |
Russell 3000® Growth Index (reflects no deduction for fees, expenses or taxes) | 5.09% | 13.30% | 8.49% |
HOW DO THE INVESTMENT
ADVISERS AND DISTRIBUTORS OF THE FUNDS COMPARE?
INVESTMENT ADVISERS. Delaware Management Company (“DMC”) serves as the investment adviser, and JSP serves as the investment sub-adviser, of the Target Funds. JSP serves as the investment adviser of the Acquiring Funds.
DMC, located at 2005 Market Street, Philadelphia, PA, 19103, is a series of Delaware Management Business Trust, which is a subsidiary of Delaware Management Holdings, Inc. (“DMHI”). DMHI is a wholly owned subsidiary of Macquarie Group Ltd. Collectively, DMHI and its subsidiaries are known as “Delaware Investments.” As of March 31, 2016 Delaware Investments managed more than $169.3 billion in assets, including mutual funds, separate accounts, and other investment vehicles.
JSP, a limited liability company organized under the laws of Delaware in 2014, is located at 101 California Street, Suite 3750, San Francisco, California 94111. JSP was formed through a joint venture with Delaware Investments. JSP is majority owned and controlled by key employees of JSP through California Street Partners LP, established in 2014. Delaware Investments has a non-voting minority ownership interest in JSP. As of March 31, 2016, JSP had approximately $26.9 billion in assets under management.
ADVISORY FEES. The contractual advisory fee for both Jackson Square Large-Cap Growth Fund and The Large-Cap Growth Equity Portfolio is 0.55% of the Fund’s average daily net assets. The contractual advisory fee for both Jackson Square SMID-Cap Growth Fund and The Focus Smid-Cap Growth Equity Portfolio is 0.75% of the Fund’s average daily net assets. The contractual advisory fee for Jackson Square Select 20 Growth Fund is 0.65% of the Fund’s average daily net assets, which is less than the contractual advisory fee for The Select 20 Portfolio, which is equal to 0.75% of the Fund’s average daily net assets.
DISTRIBUTORS. Delaware Distributors, L.P., an affiliate of DMC, acts as the distributor of shares of the Target Funds. The address of Delaware Distributors, L.P. is 2005 Market Street, Philadelphia, PA 19103. Quasar Distributors, LLC acts as the distributor of shares of the Acquiring Funds. The address of Quasar Distributors, LLC is 615 East Michigan Street, Milwaukee, Wisconsin 53202.
HOW DO THE FUNDS’
OTHER SERVICE PROVIDERS COMPARE?
The following table identifies the other principal service providers of the Target Funds and the Acquiring Funds:
| SERVICE PROVIDER | TARGET FUNDS | ACQUIRING FUNDS |
| Accounting Services/Administrator | Bank of New York Mellon | U.S. Bancorp Fund Services, LLC |
| Transfer Agent | Delaware Investments Fund Services Company | U.S. Bancorp Fund Services, LLC |
| Custodian | Bank of New York Mellon | U.S. Bank, National Association |
| Auditor | PricewaterhouseCoopers LLP | Cohen Fund Audit Services, Ltd. |
HOW DO THE FUNDS’
PURCHASE AND REDEMPTION PROCEDURES AND EXCHANGE POLICIES COMPARE?
You may purchase or redeem shares of the Funds on any day that the New York Stock Exchange (“NYSE”) is open for business. The minimum initial investment for a shareholder of any Target Fund is $1 million in the aggregate across all series of the Target Trust. There are no minimums for subsequent contributions in a Target Fund where the aggregate minimum initial investment for the Target Trust has been satisfied. Certain types of shareholders may invest in the Target Funds without meeting the minimum initial investment of $1 million. To purchase shares of the IS Class of any Acquiring Fund for the first time, you must invest at least $10 million, and there is no minimum for subsequent investments in the same Acquiring Fund. JSP may waive or reduce the minimum investment amount for IS Class shares for each Acquiring Fund at its discretion.
Target Fund shares may be exchanged for shares of the other series of the Target Trust, or, if certain eligibility requirements are satisfied, institutional class shares of other Delaware Investments® Funds. Acquiring Fund shares may be exchanged for shares of the other series of the Acquiring Trust that JSP manages.
For more information on the purchase and redemption procedures and exchange policies of the Funds, see the Funds’ respective prospectuses.
HOW DO THE FUNDS’
SALES CHARGES AND DISTRIBUTION ARRANGEMENTS COMPARE?
The Target Funds and the IS Class shares of the Acquiring Fund do not impose sales charges and are not subject to a distribution and/or shareholder servicing plan.
WILL THE ACQUIRING FUNDS HAVE
DIFFERENT PORTFOLIO MANAGERS THAN THE TARGET FUNDS?
No. The portfolio management teams of the Target Funds are the same as the portfolio management teams of the Acquiring Funds. The Acquiring Funds Prospectus that accompanies this Proxy Statement/Prospectus provides biographical information about the key individuals that comprise the portfolio management teams.
WILL THERE BE ANY
TAX CONSEQUENCES RESULTING FROM THE REORGANIZATION?
Each Reorganization is expected to qualify as a tax-free reorganization for U.S. federal income tax purposes. This means that, in general, the shareholders of each Target Fund will recognize no gain or loss for U.S. federal income tax purposes upon the exchange of all of their shares in the applicable Target Fund for shares in the corresponding Acquiring Fund. Each Target Fund anticipates receiving a legal opinion as to this and other expected U.S. federal income tax consequences of the Reorganization. It is possible that the Internal Revenue Service (“IRS”) or a court could disagree with Ropes & Gray LLP’s opinion, which therefore cannot be free from doubt.
JSP does not anticipate the need for any significant portfolio realignment of the Acquiring Fund after the Reorganization as the Funds are currently managed pursuant to substantially similar investment strategies and policies.
This Proxy Statement/Prospectus relates only to the U.S. federal income tax consequences of the Reorganization. Shareholders should consult their tax adviser about state, local and foreign tax consequences of the Reorganization, if any.
For more detailed information about the U.S. federal income tax consequences of the Reorganization, please refer to the section titled “THE PROPOSED REORGANIZATION – U.S. Federal Income Tax Considerations” below.
WILL MY DIVIDENDS BE
AFFECTED BY THE REORGANIZATION?
No. Each Fund generally distributes its net investment income, and makes distributions of its net realized capital gains, if any, annually.
WHEN IS THE
REORGANIZATION EXPECTED TO OCCUR?
If shareholders of the Target Fund approve the Reorganization, it is anticipated that the Reorganization will occur on or around September 19, 2016.
The Reorganization may not close unless certain conditions are met. If such conditions are not met, the Reorganization will not be consummated, even if Target Fund shareholders approve the Reorganization, and the Target Funds will not be combined with the Acquiring Funds.
HOW DO I VOTE ON THE REORGANIZATION?
There are several ways you can vote your shares, including in person at the Meeting, by mail, by telephone, or via the Internet. The proxy card that accompanies this Proxy Statement/Prospectus provides detailed instructions on how you may vote your shares. If you properly fill in and sign your proxy card and send it to us in time to vote at the Meeting, your “proxy” (the individuals named on your proxy card) will vote your shares as you have directed. If you sign your proxy card but do not make specific choices, your proxy will vote your shares “FOR” the Proposal, as recommended by the Target Funds Board, and in their best judgment on other matters.
WHAT WILL HAPPEN IF SHAREHOLDERS OF A TARGET FUND DO NOT APPROVE THE REORGANIZATION?
Because the shareholders of each Target Fund will vote separately on the Proposal, it is possible that the Proposal may be approved for one or more Target Funds, but not for others. If the shareholders of a Target Fund do not approve the Reorganization, the Target Funds Board will consider other possible courses of action for that Target Fund.
WHAT IF I DO NOT WISH TO PARTICIPATE IN THE REORGANIZATION?
If you do not wish to have your shares of the Target Funds exchanged for shares of the Acquiring Funds as part of the Reorganization, you may redeem your shares prior to the consummation of the Reorganization. If you redeem your shares, and if you hold shares in a taxable account, you will recognize a taxable gain or loss based on the difference between your tax basis in the shares and the amount you receive for them.
WHERE CAN I FIND MORE INFORMATION ABOUT THE FUNDS AND THE REORGANIZATION?
Additional information about the Funds can be found in their respective prospectuses and SAIs. The remainder of this Proxy Statement/Prospectus contains additional information about the Funds and the Reorganization. You are encouraged to read the entire document. If you need any assistance, or have any questions regarding the Reorganization or how to vote, please call the Target Funds at 800-231-8002.
ADDITIONAL INFORMATION ABOUT THE FUNDS
COMPARISON OF PRINCIPAL INVESTMENT STRATEGIES
The following section describes the principal investment strategies of the Target Funds and the principal investment strategies of the corresponding Acquiring Funds, which are substantially the same, except as described below. JSP does not anticipate the need for any significant portfolio realignment of the acquiring Jackson Square SMID-Cap Growth Fund after the Reorganization as each of the Acquiring Fund and Target Fund are currently managed pursuant to substantially similar investment strategies and policies.
In addition to the principal investment strategies described below, each Fund is also subject to certain additional investment policies and limitations, which are described in each Fund’s prospectus and SAI. The cover page of this Proxy Statement/Prospectus describes how you can obtain copies of these documents. A comparison of the principal risks associated with the Funds’ investment strategies is described below under “Comparison of Principal Risks of Investing in the Funds.”
Target Fund: The Large-Cap Growth Equity Portfolio Acquiring Fund: Jackson Square Large-Cap Growth Fund | |
| Investment Strategy | Description of Key Differences |
Investments in Common Stocks: The Target Fund and Acquiring Fund each invest primarily in common stocks of growth-oriented companies that JSP believes have long-term capital appreciation potential and expect to grow faster than the U.S. economy. For purposes of the Target Fund and Acquiring Fund, JSP will generally consider large-capitalization companies to be those that, at the time of purchase, have total market capitalizations within the range of market capitalizations of companies in the Russell 1000® Growth Index. The Fund will normally invest in common stocks of companies with market capitalizations of at least $3 billion at the time of purchase. The market capitalization range for the Russell 1000 Growth Index will change on a periodic basis. As of February 29, 2016, the capitalization range of the Russell 1000® Growth Index was between approximately $581 million and $536 billion. A company’s market capitalization is determined based on its current market capitalization. Russell Investment Group is the source and owner of the trademarks, service marks, and copyrights related to the Russell Indexes. Russell is a trademark of the Russell Investment Group. | None. |
1940 Act Diversification: The Target Fund is a “diversified” fund within the meaning of the 1940 Act. A “diversified company” means that as to 75% of a Fund’s total assets: (1) no more than 5% may be invested in the securities of a single issuer, and (2) a Fund may not hold more than 10% of the outstanding voting securities of a single issuer. The Acquiring Fund is a “non-diversified” fund. A non-diversified fund is a fund that does not satisfy the definition of a “diversified company” set forth in the 1940 Act. | The Acquiring Fund is subject to a less strict standard for portfolio diversification than the Target Fund, and is subject to the risks related to investing a greater amount of its assets in fewer issuers. JSP believes the non-diversified status of the Acquiring Fund will permit the flexibility the portfolio managers need in future portfolio management decisions. |
80% Policies: Under normal circumstances, the Target Fund will invest at least 80% of its net assets (plus any borrowings for investment purposes) in equity securities of large-capitalization companies. Under normal circumstances, the Acquiring Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in securities issued by large-capitalization companies. For both the Target Fund and the Acquiring Fund JSP defines large-capitalization companies as companies having a market capitalization, at the time of purchase, within the range of the market capitalization of companies constituting the Russell 1000® Growth Index. Each Fund’s 80% Policy may be changed without shareholder approval. However, shareholders will be given notice at least 60 days prior to any such change. | The 80% Policies are substantially the same because the Target Fund and Acquiring Fund each consider large-capitalization companies to be those companies having market capitalizations at the time of purchase within the range of the market capitalization of companies constituting the Russell 1000® Growth Index. |
Number of Holdings: The Target Fund tends to hold a relatively focused Fund of between 25 and 40 stocks, although it maintains a diversified Fund representing a number of different industries in order to minimize the impact that any one security or industry could have on the Target Fund if it were to experience a period of slow or declining earnings growth. The Acquiring Fund tends to hold a relatively focused portfolio of between 25 and 35 companies, although from time to time the Acquiring Fund may hold fewer or more companies depending on JSP’s assessment of the investment opportunities available. | The Acquiring Fund may have a less diversified portfolio than the Target Fund, and as a result, may be subject to the risks of investing its assets in a fewer number of issuers. |
Bottom-up Investment Approach: Using a bottom-up approach, the Target Fund’s managers seek to select securities of companies that have large market opportunities. Companies that have large market opportunities are those that, in our opinion, may have a large demand or market for their goods or services. The Target Fund managers also consider a company’s operational efficiencies, management’s plans for capital allocation, and the company’s shareholder orientation. All of these factors give the portfolio managers insight into the outlook for a company, helping the portfolio managers identify companies poised for sustainable free cash-flow growth. The Target Fund managers believe that sustainable free cash-flow growth, if it occurs, may result in price appreciation for the company’s stock. Using a bottom-up approach in selecting securities for the Acquiring Fund, JSP seeks to select securities of companies that it believes have strong competitive positions, strong and consistent cash flows, and the opportunity to generate consistent growth of intrinsic business value. JSP typically considers a company’s operational efficiency and management’s plans for capital allocation. Through JSP’s investment research process, it seeks to identify the companies that it believes will exceed the market’s expectations for: 1) key financial metrics and 2) sustainable competitive advantage. JSP purchases these securities for the Acquiring Fund when it believes the market has not already reflected these expectations in the current stock price. Additionally, JSP typically invests for a 3-5 year time horizon, allowing it to take advantage of discrepancies between short-term price movements and long-term fundamental prospects. | Although the bottom-up approach to security selection is described using different terminology in the principal investment strategies of the Target Fund and Acquiring Fund, there are no significant differences to the investment selection process applied by JSP in managing the Funds. |
Investments in Other Securities and Instruments: In addition to common stocks, the Target Fund may also invest in other securities, including preferred stock, real estate investment trusts (“REITs” are corporations or trusts that invest primarily in fee or leasehold ownership of real estate, mortgages or shares issued by other REITs, and that receive favorable tax treatment provided they meet certain conditions, including the requirement that they distribute at least 90% of their taxable income), warrants, equity and debt securities that are convertible into stocks, debt securities of government and corporate issuers and investment company securities, futures, and options. To the extent the Target Fund invests in convertible debt securities, those securities will be purchased on the basis of their equity characteristics, and ratings of those securities, if any, will not be an important factor in their selection. The Target Fund may engage in options and futures transactions. The Acquiring Fund may invest in REITs as a principal investment strategy. With respect to the other securities and instruments listed above for the Target Fund, the Acquiring Fund may also invest in these types of securities and instruments, but intends to only do so as non-principal investment strategies. | None. While the Target Fund and Acquiring Fund categorize certain investment types differently as principal or non-principal, JSP does not expect the Acquiring Fund’s use of these securities and instruments to differ significantly from the Target Fund. |
Foreign Securities: The Target Fund and Acquiring Fund each may invest up to 20% of its assets in foreign securities, which may include global depositary receipts (GDRs) and, without limitation, in sponsored and unsponsored American depositary receipts (ADRs) that are actively traded in the United States, including issuers located or operating in emerging markets and frontier markets. To the extent the Target Fund or Acquiring Fund invests in securities denominated in a particular currency, it may invest in forward foreign currency exchange contracts to hedge currency risks associated with the investment. | None. |
Target Fund: The Focus Smid-Cap Growth Equity Portfolio Acquiring Fund: Jackson Square SMID-Cap Growth Fund | |
| Investment Strategy | Description of Key Differences |
Investments in Common Stocks: The Target Fund invests primarily in common stocks of growth-oriented companies that its portfolio managers believe have long-term capital appreciation potential and expect to grow faster than the U.S. economy. For purposes of the Target Fund, small-market capitalization companies are those companies whose market capitalization is similar to the market capitalization of companies in the Russell 2000® Growth Index, and mid-market capitalization companies are those companies whose market capitalization is similar to the market capitalization of companies in the Russell Midcap® Growth Index. The two indices listed above are for purposes of determining range and not for targeting Fund management. As of Dec. 31, 2015, the Russell 2000 Growth Index had a market capitalization range between $18.66 million and $6.5 billion, and the Russell Midcap Growth Index had a market capitalization range between $717.6 million and $30.5 billion. The market capitalization ranges for the Russell 2000 Growth Index and Russell Midcap Growth Index will change on a periodic basis. A company’s market capitalization is determined based on its current market capitalization. Russell Investment Group is the source and owner of the trademarks, service marks, and copyrights related to the Russell Indexes. Russell is a trademark of the Russell Investment Group. The Acquiring Fund also invests primarily in common stocks of growth-oriented companies that JSP believes have long-term capital appreciation potential and may grow faster than the U.S. economy. With respect to the Acquiring Fund, JSP defines small-and mid-capitalization companies as companies, at the time of purchase, within the range of the capitalization of companies constituting the Russell 2500® Growth Index. As of February 29, 2016, the capitalization range of the Russell 2500® Growth Index was between approximately $13.3 million and $23 billion. | None. Although the Target Fund and the Acquiring Fund use different indices to determine market capitalization range, the different indices result in substantially similar market capitalization ranges. |
1940 Act Diversification: The Target Fund is a “diversified” fund within the meaning of the 1940 Act. A “diversified company” means that as to 75% of a Fund’s total assets: (1) no more than 5% may be invested in the securities of a single issuer, and (2) a Fund may not hold more than 10% of the outstanding voting securities of a single issuer. The Acquiring Fund is a “non-diversified” fund. A non-diversified fund is a fund that does not satisfy the definition of a “diversified company” set forth in the 1940 Act. | The Acquiring Fund is subject to a less strict standard for portfolio diversification than the Target Fund, and is subject the risks related to investing a greater amount of its assets in fewer issuers. JSP believes the non-diversified status of the Acquiring Fund will permit the flexibility the portfolio managers need in future portfolio management decisions. |
80% Policies: Under normal circumstances, the Target Fund and the Acquiring Fund each invests at least 80% of its net assets, plus any borrowings for investment purposes, in securities of small- and mid-capitalization companies. Each Fund’s 80% policy may be changed without shareholder approval. However, shareholders will be given notice at least 60 days prior to any such change. | None. |
Number of Holdings: The Target Fund generally holds 25 to 30 stocks, although from time to time the Target Fund may hold fewer or more names depending on our assessment of the investment opportunities available. The Acquiring Fund tends to hold a relatively focused portfolio of between 25 and 35 companies, although from time to time the Acquiring Fund may hold fewer or more stocks depending on JSP’s assessment of the investment opportunities available. | None. |
Bottom-up Investment Approach: Using a bottom-up approach, the Target Fund managers seek to select securities of companies that have large market opportunities. Companies that have large market opportunities are those that, in the portfolio managers’ opinion, may have a large demand or market for their goods or services. The portfolio managers also consider a company’s operational efficiencies, management’s plans for capital allocation, and the company’s shareholder orientation. All of these factors give the portfolio managers insight into the outlook for a company, helping the portfolio managers identify companies poised for sustainable free cash-flow growth. The portfolio managers believe that sustainable free cash-flow growth, if it occurs, may result in price appreciation for the company’s stock. Using a bottom-up approach in selecting securities for the Acquiring Fund, JSP seeks to select securities of companies that it believes have strong competitive positions, strong and consistent cash flows, and the opportunity to generate consistent, long-term growth of intrinsic business value. JSP typically considers a company’s operational efficiency and management’s plans for capital allocation. Through JSP’s investment research process, it seeks to identify the companies that it believes will exceed the market’s expectations for: 1) key financial metrics and 2) sustainable competitive advantage. JSP purchases these securities for the Acquiring Fund when it believes the market has not already reflected these expectations in the current stock price. Additionally, JSP typically invests for a 3-5 year time horizon, allowing it to take advantage of discrepancies between short-term price movements and long-term fundamental prospects. Holdings are typically sold to make room in the portfolio for more attractive stocks, or where the holding reaches JSP’s estimate for its intrinsic value, or in response to an unexpected, negative fundamental change, including a change in management’s strategic direction. | Although the bottom-up approach to security selection is described using different terminology in the principal investment strategies of the Target Fund and Acquiring Fund, there are no significant differences to the investment selection process applied by JSP in managing the Funds. |
Investments in Other Securities and Instruments: The Target Fund and Acquiring Fund may each invest in REITs. In unusual market conditions, in order to meet redemption requests, for temporary defensive purposes and pending investment, the Target Fund and Acquiring Fund may each hold a substantial portion of its assets in cash or short-term, debt obligations. The Target Fund may engage in options and futures transactions as a principal investment strategy. The Acquiring Fund may engage in options and futures transactions as a non-principal investment strategy. | None. While the Target Fund and Acquiring Fund categorize its ability to invest in options and futures transactions differently as principal and non-principal, JSP does not expect the Acquiring Fund’s use of these securities and instruments to differ significantly from the Target Fund. |
Investments in Foreign Securities: The Target Fund and the Acquiring Fund may each invest up to 20% of its assets in foreign securities, which may include GDRs and, without limitation, in sponsored and unsponsored ADRs that are actively traded in the United States. The Target Fund may invest up to 10% of its net assets in emerging market securities. The Acquiring Fund may invest up to 20% of its net assets in emerging market securities. | None. |
Target Fund: The Select 20 Portfolio Acquiring Fund: Jackson Square Select 20 Growth Fund | |
| Investment Strategy | Description of Key Differences |
Investments in Common Stocks/Number of Holdings: The Target Fund and the Acquiring Fund each seeks to achieve its objective by investing in a portfolio of 20 securities. The Target Fund will invest in no fewer than 15 and no more than 25 equity securities. JSP currently expects that the Acquiring Fund will invest in no fewer than 15 and no more than 25 companies. Each Fund invests primarily in common stocks of companies of any size or market capitalization that the portfolio managers believe have long-term capital appreciation potential and expected to grow faster than the U.S. economy. | None. |
1940 Act Diversification: The Target Fund and Acquiring Fund are each considered “non-diversified” as defined in the 1940 Act, which means that it may invest in a smaller number of issuers than a diversified mutual fund. | None. |
Investment Selection Process: With respect to the Target Fund, using a bottom-up approach, the portfolio managers seek to select securities of companies that have large market opportunities. Companies that have large market opportunities are those that, in the portfolio managers’ opinion, may have a large demand or market for their goods or services. The portfolio managers also consider a company’s operational efficiencies, management plans for capital allocation, and the company’s shareholder orientation. The portfolio managers research individual companies and analyze economic and market conditions, seeking to identify the securities or market sectors that they think are the best investments for the Target Fund. Specifically, the portfolio managers look for structural changes in the economy, industry, or product cycle changes, or changes in management, targeting those companies that can best capitalize on such changes. The following is a description of how the portfolio managers pursue the Target Fund’s investment goals. The portfolio managers strive to identify companies that offer the potential for long-term price appreciation because they are likely to experience sustainable free cash-flow growth. Using a bottom-up approach, the portfolio managers look for companies that they believe: ● have attractive end-market potential or dominance of a profitable niche market, dominant business models, and strong cash-flow generation; ● demonstrate operational and scale efficiencies; ● have demonstrated expertise for capital allocation; or ● have clear shareholder-oriented governance and compensation policies. All of these factors give the portfolio managers insight into the outlook for a company, helping the portfolio managers to identify companies poised for sustainable free cash-flow growth. The portfolio managers believe that sustainable free cash-flow growth, if it occurs, may result in price appreciation for the company’s stock. The portfolio managers maintain a diversified portfolio, typically holding a mix of different stocks, representing a wide array of industries and a mix of small-, medium-, and large-size companies. | Although the approach to security selection is described using different terminology in the principal investment strategies of the Target Fund and Acquiring Fund, there are no significant differences to the investment selection process applied by JSP in managing the Funds. |
| | Using a bottom-up approach in selecting securities for the Acquiring Fund, JSP seeks to select securities of companies that it believes have strong competitive positions, strong and consistent cash flows, and the opportunity to generate consistent, long-term growth of intrinsic business value. JSP typically considers a company’s operational efficiency and management’s plans for capital allocation. Through JSP’s investment research process, it seeks to identify the companies that it believes will exceed the market’s expectations for: 1) key financial metrics and 2) sustainable competitive advantage. JSP purchases these securities for the Fund when it believes the market has not already reflected these expectations in the current stock price. Additionally, JSP typically invests for a 3-5 year time horizon, allowing it to take advantage of discrepancies between short-term price movements and long-term fundamental prospects. | |
Investments in Other Securities and Instruments: The Target Fund and the Acquiring Fund may each invest in REITs. | None. |
Investments in Foreign Securities: The Target Fund and the Acquiring Fund may each invest up to 20% of the Fund’s net assets in securities of foreign issuers, which may include GDRs and, without limitation, sponsored and unsponsored ADRs that are actively traded in the United States, including issuers located or operating in emerging markets and frontier markets including issuers located in emerging markets. To the extent the Fund invests in securities denominated in a particular currency, it may invest in forward foreign currency exchange contracts to hedge currency risks associated with the investment. | None. |
COMPARISON OF PRINCIPAL RISKS OF INVESTING IN THE FUNDS
The principal risks of investing in the Acquiring Funds are discussed below. Although the Funds present their risks differently, the principal risks of the Target Funds and the Acquiring Funds are substantially similar, because the principal investment strategies of the Funds are substantially the same, with the exception of the diversification of The Large-Cap Growth Equity Portfolio and The Focus Smid-Cap Growth Equity Portfolio compared to the Jackson Square Large-Cap Growth Fund and the Jackson Square SMID-Cap Growth Fund, as described below.
The Large-Cap Growth Equity Portfolio and The Focus Smid-Cap Growth Equity Portfolio are “diversified” funds within the meaning of the 1940 Act. A “diversified company” means that as to 75% of a Fund’s total assets: (1) no more than 5% may be invested in the securities of a single issuer, and (2) a Fund may not hold more than 10% of the outstanding voting securities of a single issuer. The Jackson Square Large-Cap Growth Fund and the Jackson Square SMID-Cap Growth Fund, the corresponding Acquiring Funds to The Large-Cap Growth Equity Portfolio and The Focus Smid-Cap Growth Equity Portfolio, respectively, are each “non-diversified” funds. A non-diversified fund is a fund that does not satisfy the definition of a “diversified company” set forth in the 1940 Act. JSP believes the non-diversified status of the Acquiring Funds will permit the flexibility the portfolio managers need in future portfolio management decisions. However, JSP does not expect significant differences to the investment portfolios of the Acquiring Funds compared to the Target Funds as a result of the non-diversified status. The Select 20 Portfolio and its corresponding Acquiring Fund are each non-diversified funds, and as such, there is no difference in these Funds’ investment strategies with respect to diversification of their investment portfolios. The risks related to a fund’s status as “non-diversified” are described below as “Non-Diversified Fund Risk”.
General Market Risk (all Funds). The net asset value and investment return of each Fund will fluctuate based upon changes in the value of the Fund’s portfolio securities. The market value of a security may move up or down, sometimes rapidly and unpredictably. These fluctuations may cause a security to be worth less than the price originally paid for it, or less than it was worth at an earlier time. Market risk may affect a single issuer, industry, sector of the economy or the market as a whole. U.S. and international markets have experienced, and may continue to experience, volatility, which may increase risks associated with an investment in the Funds. The market value of securities in which the Funds invest is based upon the market’s perception of value and is not necessarily an objective measure of the securities’ value. In some cases, for example, the stock prices of individual companies have been negatively affected even though there may be little or no apparent degradation in the financial condition or prospects of the issuers. Similarly, the debt markets have experienced substantially lower valuations, reduced liquidity, price volatility, credit downgrades, increased likelihood of default, and valuation difficulties. As a result of this significant volatility, many of the following risks associated with an investment in the Funds may be increased. Continuing market volatility may have adverse effects on the Funds.
Management Risk (all Funds). The ability of a Fund to meet its investment objective is directly related to the investment adviser’s investment strategies for the Fund. The value of your investment in a Fund may vary with the effectiveness of the investment adviser’s research, analysis, asset allocation and portfolio management among portfolio securities. If the investment adviser’s investment strategies do not produce the expected results, the value of your investment could be diminished or even lost entirely and a Fund could underperform other mutual funds with similar investment strategies.
Equity Securities Risk (all Funds). The Funds’ investments in equity securities are susceptible to general stock market fluctuations and to volatile increases and decreases in value as market confidence in and perceptions of their issuers change. These investor perceptions are based on various and unpredictable factors including: expectations regarding government, economic, monetary and fiscal policies; inflation and interest rates; economic expansion or contraction; global and/or regional political, economic and banking crises; and factors affecting specific industries, sectors, geographic markets or companies in which the Funds invest. A Fund’s net asset value and investment return will fluctuate based upon changes in the value of its portfolio securities.
Large-Cap Company Risk (does not apply to The Focus Smid-Cap Growth Equity Portfolio or the Jackson Square SMID-Cap Growth Fund). A Fund’s investments in larger, more established companies are subject to the risk that large-cap companies are sometimes unable to attain the high growth rates of successful, smaller companies, especially during extended periods of economic expansion. Larger, more established companies may be unable to respond quickly to new competitive challenges such as changes in consumer tastes or innovative smaller competitors potentially resulting in lower market valuations or pricing for their common stock.
Mid-Cap and Small-Cap Companies Risk (does not apply to The Large Cap Growth Equity Portfolio or the Jackson Square Large-Cap Equity Fund). Mid-cap and small-cap companies, may not have the management experience, financial resources, product or business diversification and competitive strengths of large-cap companies. In addition, such companies may have been recently organized and have little or no track record of success. Therefore, their securities may have more price volatility and be less liquid than the securities of larger, more established companies. Their stocks may also be bought and sold less often and in smaller amounts than larger company stocks. As a result, if the investment adviser wants to sell a large quantity of a mid-cap or small-cap company stock, it may have to sell at a lower price than it might prefer, or it may have to sell in smaller than desired quantities over a period of time. Analysts and other investors may follow these companies less actively and therefore information about these companies may not be as readily available as that for large-cap companies.
REIT Risk (all Funds). REITs have been subject to substantial fluctuations and declines on a local, regional and national basis in the past and may continue to be in the future. Real property values and incomes from real property may decline due to general and local economic conditions, overbuilding and increased competition, increases in property taxes and operating expenses, changes in zoning laws, casualty or condemnation losses, regulatory limitations on rents, changes in neighborhoods and in demographics, increases in market interest rates, or other factors. Factors such as these may adversely affect companies which own and operate real estate directly, companies which lend to them, and companies which service the real estate industry.
Foreign Securities Risk (all Funds). The risks of investing in securities of foreign companies involves risks not generally associated with investments in securities of U.S. companies, including risks relating to political, social and economic developments abroad and differences between U.S. and foreign regulatory requirements and market practices. Securities that are denominated in foreign currencies are subject to the further risk that the value of the foreign currency will fall in relation to the U.S. dollar and/or will be affected by volatile currency markets or actions of U.S. and foreign governments or central banks. Foreign securities may be subject to greater fluctuations in price than securities of U.S. companies because foreign markets may be smaller and less liquid than U.S. markets. There may be less information publicly available about foreign companies than about a U.S. company, and many foreign companies are not subject to accounting, auditing, and financial reporting standards, regulatory framework and practices comparable to those in the U.S.
Emerging Markets Risk (all Funds). A Fund’s investments in emerging market countries are subject to all of the risks of foreign investing generally, and have additional heightened risks due to a lack of established legal, political, business and social frameworks to support securities markets. These risks include less social, political and economic stability; smaller securities markets with low or nonexistent trading volume and greater illiquidity and price volatility; more restrictive national policies on foreign investment, including restrictions on investment in issuers or industries deemed sensitive to national interests; less transparent and established taxation policies; less developed regulatory or legal structures governing private and foreign investment; less financial sophistication, creditworthiness and/or resources possessed by, and less government regulation of, the financial institutions and issuers with which a Fund transacts; less government supervision and regulation of business and industry practices, stock exchanges, brokers and listed companies than in the U.S.; greater concentration in a few industries resulting in greater vulnerability to regional and global trade conditions; higher rates of inflation and more rapid and extreme fluctuations in inflation rates; greater sensitivity to interest rate changes; increased volatility in currency exchange rates and potential for currency devaluations and/or currency controls or transfer restrictions; dependence on revenue from international aid; greater debt burdens relative to the size of the economy; more delays in settling portfolio transactions and heightened risk of loss from share registration and custody practices; and less assurance that recent favorable economic developments will not be slowed or reversed by unanticipated economic, political or social events in such countries. Because of these risk factors, a Fund’s investments in emerging market countries are subject to greater price volatility and illiquidity than investments in developed markets.
Frontier Market Countries Risk (all Funds). Frontier market countries generally have smaller economies and less developed capital markets than traditional emerging markets, and, as a result, the risks of investing in frontier market countries are magnified relative to emerging market countries generally. The economies of frontier market countries may have low trading volumes and the potential for extreme price volatility and illiquidity.
Governments of many frontier market countries may exercise substantial influence over many aspects of the private sector or may own or control certain companies. Accordingly, government actions could have a significant effect on economic conditions in a frontier market country. Certain frontier market countries require governmental approval prior to investments by foreign persons, limit the amount of investment by foreign persons in a particular issuer, limit the investment by foreign persons only to a specific class of securities of an issuer that may have less advantageous rights than a domestically available class, and/or impose additional taxes on foreign investors.
Frontier market countries may require governmental approval for the repatriation of investment income, capital or the proceeds of sales of securities by foreign investors, such as the Funds. In addition, if deterioration occurs in a frontier market country’s balance of payments, the country could impose temporary restrictions on foreign capital remittances. The Funds could be adversely affected by delays in, or a refusal to grant, any required governmental approval for repatriation of capital, as well as by the application to the Funds of any restrictions on investments. Investing in local markets in frontier market countries may require the Funds to adopt special procedures, seek local government approvals or take other actions, each of which may involve additional costs to the Funds.
There may be no centralized securities exchange on which securities are traded in frontier market countries. Also, securities laws in many frontier market countries are relatively new and unsettled. Therefore, laws regarding foreign investment in frontier market securities, securities regulation, title to securities, and shareholder rights may change quickly and unpredictably.
The frontier market countries in which the Fund invests may become subject to sanctions or embargoes imposed by the U.S. government and the United Nations. The value of the securities issued by companies that operate in, or have dealings with these countries may be negatively impacted by any such sanction or embargo and may reduce the Funds’ returns.
Banks in frontier market countries used to hold the Funds’ securities and other assets in that country may lack the same operating experience as banks in developed markets. In addition, in certain countries there may be legal restrictions or limitations on the ability of the Funds to recover assets held by a foreign bank in the event of the bankruptcy of the bank. Settlement systems in frontier markets may be less well organized than in the developed markets. As a result, there is greater risk than in developed countries that settlements will take longer and that cash or securities of the Funds may be in jeopardy because of failures of or defects in the settlement systems.
Currency and Foreign Exchange Risk (all Funds). When a Fund buys or sells securities on a foreign stock exchange, the transaction is undertaken in the local currency rather than in U.S. dollars. The value of the foreign currency may increase or decrease against the value of the U.S. dollar, which may impact the value of the Fund’s portfolio holdings and your investment. The value of an investment denominated in a foreign currency will decline in dollar terms if that currency weakens against the dollar. Other countries may adopt economic policies and/or currency exchange controls that affect their currency valuations in a manner that is disadvantageous to U.S. investors and companies. Such practices may restrict or prohibit a Fund’s ability to repatriate both investment capital and income, or may impose fees for doing so, which could place the Fund’s assets at risk of total loss. Currency risks may be greater in emerging market and frontier market countries than in developed market countries. Certain of a Fund’s foreign currency transactions may give rise to ordinary income or loss to the extent such income or loss results from fluctuations in the value of the foreign currency.
Forward Foreign Currency Risk (all Funds). The successful use of forward foreign currency contracts will usually depend on the investment adviser’s ability to accurately forecast currency exchange rate movements. Should exchange rates move in an unexpected manner, a Fund may not achieve the anticipated benefits of the transaction, or it may realize losses. In addition, these techniques could result in a loss if the counterparty to the transaction does not perform as promised, for example, due to bankruptcy or insolvency of the counterparty. While a Fund uses only counterparties that meet its credit quality standards, in unusual or extreme market conditions, a counterparty’s creditworthiness and ability to perform may deteriorate rapidly, and the availability of suitable replacement counterparties may become limited. Moreover, investors should bear in mind that a Fund is not obligated to actively engage in hedging or other currency transactions. For example, a Fund may not have attempted to hedge its exposure to a particular foreign currency at a time when doing so might have avoided a loss.
Currency forward contracts may limit potential gain from a positive change in the relationship between the U.S. dollar and foreign currencies. Unanticipated changes in currency prices may result in poorer overall performance for a Fund than if it had not engaged in such contracts. Moreover, there may be an imperfect correlation between a Fund’s portfolio holdings of securities denominated in a particular currency and the currencies bought or sold in the forward contracts entered into by the Fund. This imperfect correlation may cause a Fund to sustain losses that will prevent the Fund from achieving a complete hedge or expose the Fund to risk of foreign exchange loss.
Depositary Receipts Risk (all Funds). Depositary receipts are generally subject to the same risks as the foreign securities they represent because their values depend on the performance of the underlying foreign securities. Depositary receipts may be purchased through “sponsored” or “unsponsored” facilities. A sponsored facility is established jointly by the issuer of the underlying security and a depositary, whereas a depositary may establish an unsponsored facility without participation by the issuer of the depositary security. Holders of unsponsored depositary receipts generally bear all the costs of such depositary receipts, and the issuers of unsponsored depositary receipts frequently are under no obligation to distribute shareholder communications received from the company that issues the underlying foreign securities or to pass through voting rights to the holders of the depositary receipts. Accordingly, available information concerning the issuer may not be current and the prices of unsponsored depositary receipts may be more volatile than the prices of sponsored depositary receipts.
Liquidity Risk (all Funds). Liquidity risk exists when the market for particular securities or types of securities is or becomes relatively illiquid so that a Fund is unable, or it becomes more difficult for the Fund, to sell the security at the price at which the Fund has valued the security. Illiquidity may result from political, economic or issuer specific events or overall market disruptions. Securities with reduced liquidity or that become illiquid involve greater risk than securities with more liquid markets. Market quotations for illiquid securities may be volatile and/or subject to large spreads between bid and ask prices. Reduced liquidity may have an adverse impact on market price and a Fund’s ability to sell particular securities when necessary to meet the Fund’s liquidity needs or in response to a specific economic event. To the extent that a Fund and its affiliates hold a significant portion of the issuer’s outstanding securities, the Fund may be subject to greater liquidity risk than if the issuer’s securities were more widely held. It may be more difficult to value illiquid securities accurately.
Growth Stock Risk (all Funds). Investors expect growth companies to increase their earnings at a certain rate that is generally higher than the rate expected for non-growth companies. If a growth company does not meet these expectations, the price of its stock may decline significantly, even if it has increased earnings. Growth companies also typically do not pay dividends. Companies that pay dividends may experience less significant stock price declines during market downturns.
Investment Focus Risk (all Funds). Each Fund may focus its investments, or have a relatively high concentration of assets in a small number of issuers and/or industry subcategories and may have fewer holdings than other mutual funds. As a result, a decline in the value of an investment in a single security could cause a Fund’s overall value to decline to a greater degree than if the Fund held a more diversified portfolio.
Non-Diversified Fund Risk (all Acquiring Funds and The Select 20 Portfolio – does not apply to The Large Cap Growth Equity Portfolio or The Focus Smid-Cap Growth Equity Portfolio). The Funds are “non-diversified” and therefore are not required to meet certain diversification requirements under federal securities laws. Each Fund may invest a greater percentage of its assets in the securities of a single issuer and may have fewer holdings than other mutual funds. As a result, a decline in the value of an investment in a single issuer could cause a Fund’s overall value to decline to a greater degree than if the Fund held a more diversified portfolio.
New Fund Risk (all Acquiring Funds – does not apply to Target Funds). The Funds are new with no operating history and there can be no assurance that a Fund will grow to or maintain an economically viable size, in which case the Board of Trustees may determine to liquidate the Fund. Liquidation of a Fund can be initiated by the Board of Trustees without shareholder approval if it determines it is in the best interest of shareholders. The timing of any Fund liquidation may not be favorable to certain individual shareholders.
As stated above in “Comparison of Principal Investment Strategies,” the Acquiring Funds categorize certain derivative investments and fixed income investments as non-principal investments that the Target Funds had designated as principal investments. As such, the Acquiring Funds do not include “futures and options risk,” “counterparty risk,” “credit risk” or “interest rate risk” as principal risks of the Acquiring Funds.
COMPARISON OF
FUNDAMENTAL AND NON-FUNDAMENTAL INVESTMENT RESTRICTIONS
The 1940 Act requires registered investment companies, such as the Funds, to adopt fundamental policies with respect to concentration of investments in securities of issuers in particular industries, borrowing, issuing senior securities, lending, investments in commodities, investments in real estate, underwriting securities and diversification (if applicable). Fundamental policies cannot be changed without approval by the vote of a majority of the outstanding shares of a Fund. The phrase “majority of the outstanding shares” means the vote of: (i) 67% or more of the Fund’s shares present at a meeting, if more than 50% of the outstanding shares of the Fund are present or represented by proxy, or (ii) more than 50% of the Fund’s outstanding shares, whichever is less. Non-fundamental policies may be changed by a Fund’s Board of Trustees without shareholder approval. A comparison of each Target Fund’s and the corresponding Acquiring Fund’s fundamental and non-fundamental policies is provided below.
The Acquiring Fund has adopted fundamental policies that generally limit its investments only as required by the 1940 Act, the rules and regulations thereunder or any exemption therefrom, so as to avoid the need to seek shareholder approval to change a fundamental policy in connection with an amendment or new interpretation of such statute, rules or regulations. The Target Fund’s fundamental policies do not always provide the same level of flexibility, but, as described below, any differences between the Funds’ policies are not expected to materially impact the operations of the Funds.
| Fundamental Investment Policies |
| Target Funds | Acquiring Funds | Description of Key Differences |
The Large-Cap Growth Equity Portfolio and The Focus Smid-Cap Growth Equity Portfolio are “diversified” funds within the meaning of the 1940 Act. | Each Acquiring Fund is a “non-diversified” fund within the meaning of the 1940 Act. | A “diversified company” means that as to 75% of a Fund’s total assets: (1) no more than 5% may be invested in the securities of a single issuer, and (2) a Fund may not hold more than 10% of the outstanding voting securities of a single issuer. |
| The Select 20 Portfolio is a “non-diversified” fund within the meaning of the 1940 Act | | A non-diversified fund is a fund that does not satisfy the definition of a “diversified company” set forth in the 1940 Act. Because a non-diversified fund may invest a greater percentage of its assets in the securities of fewer issuers, each Acquiring Fund (and The Select 20 Portfolio) is subject to the risk that its performance may be hurt disproportionately by the poor performance of relatively few securities. JSP believes the non-diversified status of the Acquired Funds permits the flexibility the portfolio managers may need in future portfolio management decisions. However, JSP does not expect significant differences to the investment portfolios of The Large-Cap Growth Equity Portfolio and The Focus Smid-Cap Growth Equity Portfolio compared to the corresponding Acquiring Funds as a result of the difference in diversification of the Funds. |
| Each Fund may not borrow money or issue senior securities, except as the 1940 Act, any rule or order thereunder, or SEC staff interpretation thereof, may permit. | Each Fund may not issue senior securities, borrow money or pledge their assets, except that (i) a Fund may borrow from banks in amounts not exceeding one-third of its total assets (including the amount borrowed) less liabilities (other than borrowings); and (ii) this restriction shall not prohibit a Fund from engaging in options transactions, reverse repurchase agreements, purchasing securities on a when-issued, delayed delivery, or forward delivery basis, or short sales in accordance with its objectives and strategies. | Because the 1940 Act and current SEC rules, orders and SEC staff interpretations permit the exceptions set forth in the policy for the Acquiring Funds, there are no substantive differences between the policies of the Target Funds and the Acquiring Funds. |
| Each Fund may not underwrite the securities of other issuers, except that the Fund may engage in transactions involving the acquisition, disposition or resale of its portfolio securities, under circumstances where it may be considered an underwriter under the Securities Act of 1933, as amended (the “Securities Act”). | Each Fund may not underwrite the securities of other issuers (except that a Fund may engage in transactions involving the acquisition, disposition or resale of its portfolio securities under circumstances where it may be considered to be an underwriter under the Securities Act). | None. |
| Each Fund may not purchase or sell real estate, unless acquired as a result of ownership of securities or other instruments and provided that this restriction does not prevent the Fund from investing in issuers that invest, deal, or otherwise engage in transactions in real estate or interests therein, or investing in securities that are secured by real estate or interests therein. | Each Fund may not purchase or sell real estate or interests in real estate, unless acquired as a result of ownership of securities (although a Fund may purchase and sell securities which are secured by real estate and securities of companies that invest or deal in real estate). | None. |
| Each Fund may not purchase or sell physical commodities, unless acquired as a result of ownership of securities or other instruments and provided that this restriction does not prevent the Fund from engaging in transactions involving futures contracts and options thereon or investing in securities that are secured by physical commodities. | Each Fund may not purchase or sell physical commodities or commodities contracts, unless acquired as a result of ownership of securities or other instruments and provided that this restriction does not prevent a Fund from engaging in transactions involving currencies and futures contracts and options thereon or investing in securities or other instruments that are secured by physical commodities. | None. |
| Each Fund may not make personal loans or loans of its assets to persons who control or are under common control with a Fund, except as the 1940 Act, any rule or order thereunder, or SEC staff interpretation thereof, may permit. This restriction does not prevent a Fund from, among other things, purchasing debt obligations, entering into repurchase agreements, loaning its assets to broker/dealers or institutional investors, or investing in loans, including assignments and participation interests. | Each Fund may not make personal loans of money or loans of its assets to persons who control or are under common control with a Fund (except that a Fund may lend its portfolio securities, enter into repurchase agreements, purchase debt securities consistent with the investment policies of the Fund, and invest in loans, including assignments and participation interests). | None. |
| Each Fund may not make investments that will result in the concentration (as that term may be defined in the 1940 Act, any rule or order thereunder, or U.S. Securities and Exchange Commission (“SEC”) staff interpretation thereof) of its investments in the securities of issuers primarily engaged in the same industry, provided that this restriction does not limit the Fund from investing in obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities; or in tax-exempt obligations. | Each Acquiring Fund may not invest in the securities of any one industry or group of industries if, as a result, 25% or more of a Fund’s total assets would be invested in the securities of such industry or group of industries; except that, the foregoing does not apply to securities issued or guaranteed by the U.S. government, its agencies or instrumentalities. | Because the term “concentration,” as used in the investment policy for the Target Funds, is currently defined as investment in 25% or more of a Fund’s total assets in the securities of one industry or group of industries, there is no substantive difference between the policies of the Target Funds and the Acquiring Funds. |
In applying each Fund’s policy on concentration (i.e., investing more than 25% of its net assets in the securities of issuers primarily engaged in the same industry or group of industries) described above: (i) utility companies will be divided according to their services, for example, gas, gas transmission, electric, and telephone will each be considered a separate industry; (ii) financial service companies will be classified according to the end users of their services; for example, automobile finance, bank finance, and diversified finance will each be considered a separate industry; and (iii) asset-backed securities will be classified according to the underlying assets securing such securities. In applying The Select 20 and The Large-Cap Growth Equity Portfolios’ policies on concentration, the Funds divide the technology sector into various subcategories (e.g., computer manufacturers, information technology services, semiconductor and other equipment manufacturers, and telecommunication services). | In applying each Fund’s fundamental policy on concentration (i.e., investing more than 25% of its net assets in the securities of issuers primarily engaged in the same industry or group of industries) described above: · Information technology companies will be divided into various subcategories (e.g. internet software & services, IT services, software, communication equipment, computer & peripherals, electronic equipment, instruments & components, office electronics, and semiconductors & semiconductor equipment) and each subcategory will be considered a separate industry; · healthcare companies will be divided into various subcategories (e.g. health care equipment & supplies, health care providers & services, health care technology, biotechnology, pharmaceuticals, and life sciences tools & services) and each subcategory will be considered a separate industry · consumer discretionary companies will be divided into various subcategories (e.g. auto components, automobiles, household durables, leisure equipment & products, textiles, apparel & luxury goods, hotels, restaurants & leisure, diversified consumer services, media, distributors, internet & catalog retail, multiline retail, and specialty retail) and each subcategory will be considered a separate industry · financial service companies will be divided according to the end users of their services (e.g. commercial banks, thrifts & mortgage finance, diversified financial services and consumer finance, capital markets, insurance, real estate, real estate investment trusts, and real estate management & development) and each subcategory will be considered a separate industry; · utility companies will be divided according to their services (e.g. gas utilities, electric utilities, water utilities, independent power producers & energy traders, and multiple utilities) and each subcategory will be considered a separate industry; · asset-backed securities will be divided according to the underlying assets securing such securities, and each subcategory will be considered a separate industry. | The Target Funds SAI and the Acquiring Funds SAI each disclose how the concentration policy will be applied in specific industries, While the Acquiring Funds disclosure is more detailed than that of the Target Funds, and includes examples of application of the concentration policy to additional industries, the concentration polices of the Target Funds and the Acquiring Funds are substantially the same. |
| Non-Fundamental Investment Policies |
| Target Funds | Acquiring Funds | Description of Key Differences |
| Each Fund may not invest more than 15% of its net assets in securities that it cannot sell or dispose of in the ordinary course of business within seven days at approximately the value that the Fund has valued the investment. | The Acquiring Funds may not hold more than 15% of the value of their respective net assets in illiquid securities. Illiquid securities are those securities that cannot be disposed of within seven days in the ordinary course of business at approximately the amount at which the Fund has valued them. Illiquid securities may include restricted securities not determined by the Board of Trustees to be liquid, non-negotiable time deposits, over-the-counter options, and repurchase agreements providing for settlement in more than seven days after notice. | None. |
The Target Funds and the Acquiring Funds may be subject to other investment restrictions that are not identified above. A full description of the Target Funds’ and the Acquiring Funds’ investment policies and restrictions may be found in the respective prospectuses and SAIs.
COMPARISON OF
SHAREHOLDER RIGHTS
Each Target Fund is a series of the Target Trust, and each Acquiring Fund is a series of the Acquiring Trust, each of which is a Delaware statutory trust. The Target Funds are governed by an Agreement and Declaration of Trust dated December 17, 1998, as amended from time to time (“Target Fund Declaration”), its bylaws and Delaware law. The Acquiring Funds are governed by an Amended and Restated Agreement and Declaration of Trust dated May 4, 2011 (“Acquiring Fund Declaration”), its bylaws and Delaware law. The governing instruments are similar but not identical to one another, and therefore shareholders of the Funds may have different rights. Additional information about the Target Funds’ and Acquiring Funds’ governing instruments is provided below.
SHARES. The trustees of the Target Funds and the Acquiring Funds each have the power to issue shares without shareholder approval. The governing instruments of the Target Funds and the Acquiring Funds indicate that the amount of shares that the Target Funds and the Acquiring Funds each may issue is unlimited. Shares of the Target Funds and the Acquiring Funds have no preemptive rights.
SHAREHOLDER MEETINGS. Neither the Target Funds nor the Acquiring Funds are required to hold annual meetings of shareholders. Shareholder meetings may be called by the president, chairperson of the Board, or the Board of either the Target Funds or Acquiring Funds. Shareholders of the Funds are not entitled to call shareholder meetings, except as required by the 1940 Act.
VOTING RIGHTS. The 1940 Act provides that shareholders of the Target Funds and the Acquiring Funds have the power to vote with respect to certain matters: specifically, for the election of trustees, the selection of auditors (under certain circumstances), approval of investment advisory agreements and plans of distribution, and amendments to policies, objectives or restrictions deemed to be fundamental. The governing instruments of the Target Funds and the Acquiring Funds provide that shareholders have the right to vote (a) for the election and removal of trustees to the extent required by law, including filling any vacancies on a Board, at a meeting called for that purpose by the Board, or, to the extent provided by the 1940 Act, the shareholders; (b) to approve additional matters as may be required by law, the governing instruments, or any registration statement filed with the SEC or any state, or (c) on such other matters as the trustees may consider necessary or desirable.
The governing instruments of the Target Funds and the Acquiring Funds further provide that each shareholder is entitled to one vote for each full share held, and a fractional vote for each fractional share held, and that each Fund will vote separately on matters relating solely to it. Shareholders of the Target Funds and the Acquiring Funds are not entitled to cumulative voting in the election of trustees.
QUORUM AND VOTING. The governing instruments of the Target Funds and the Acquiring Funds provide that, except as otherwise required by the 1940 Act or other applicable law, thirty-three and one-third percent (331/3%) of the shares present in person or represented by proxy and entitled to vote at a shareholder meeting shall constitute a quorum and, if a quorum is present at any meeting, a majority of the shares voted decide any question, except a plurality vote is necessary for the election of trustees. If an approval is required by the 1940 Act, then, except for the election of trustees, the vote required by the 1940 Act is the lesser of: (a) 67% or more of the shares present at the meeting, if the holders of more than 50% of the outstanding shares entitled to vote are present or represented by proxy; or (b) more than 50% of the outstanding shares entitled to vote.
SUBMISSION OF SHAREHOLDER PROPOSALS. The Target Funds and the Acquiring Funds do not have provisions in their governing instruments that require shareholders to provide advance notice to the Target Funds or Acquiring Funds, as applicable, in order to present a proposal at a shareholder meeting. Nonetheless, the federal securities laws, which apply to the Acquiring Funds and the Target Funds, require that certain conditions be met to present any proposal at a shareholder meeting. The matters to be considered and brought before an annual or special meeting of shareholders of the Target Funds and the Acquiring Funds are limited to only those matters, including the nomination and election of trustees, which are properly brought before the meeting. These requirements are intended to provide the Target Funds Board or the Acquiring Funds Board the opportunity to better evaluate the proposal and provide additional information to shareholders for their consideration in connection with the proposal. Failure to satisfy the requirements of these advance notice provisions means that a shareholder may not be able to present a proposal at an annual or special shareholder meeting.
DERIVATIVE ACTIONS. Under the Delaware Statutory Trust Act, a shareholder may bring a derivative action if trustees with authority to do so have refused to bring the action or if a demand upon the trustees to bring the action is not likely to succeed. A shareholder may bring a derivative action only if the shareholder is a shareholder at the time the action is brought and: (1) was a shareholder at the time of the transaction complained about or (2) acquired the status of shareholder by operation of law or pursuant to the governing instruments from a person who was a shareholder at the time of the transaction.
The governing instruments of the Acquiring Funds provide that shareholders owning at least 10% of the Acquiring Funds must join in bringing a derivative action, and that Acquiring Fund shareholders will be barred from commencing a derivative action if the Acquiring Funds Board determines that the action would not be in the best interests of the Acquiring Funds.
AMENDMENT OF GOVERNING INSTRUMENTS. Except as otherwise required by applicable law, the Target Funds Board and the Acquiring Funds Board generally have the right to amend the governing instruments without shareholder approval. Shareholder approval is required for an amendment to the Target Fund Declaration which would adversely affect to a material degree the rights and preferences of Target Fund shares, and for an amendment to the Acquiring Fund Declaration that would affect the shareholders’ right to vote. The bylaws of the Target Funds and the Acquiring Funds may be amended, and/or restated at any time, without shareholder approval.
LIABILITY OF SHAREHOLDERS. The governing instruments for the Target Funds and the Acquiring Funds generally provide that shareholders will not be subject to personal liability for the obligations of a Fund, and provide for indemnification if any shareholder is personally held liable for the obligations of a Fund.
THE PROPOSED REORGANIZATION
SUMMARY OF AGREEMENT AND PLAN OF REORGANIZATION
The terms and conditions under which the Reorganization is expected to be consummated are set forth in the Agreement. A summary of all material provisions of the Agreement is provided below. While this summary is qualified in its entirety by reference to the form of Agreement, a copy of which is attached as Exhibit B to this Proxy Statement/Prospectus, shareholders still should read the below summary carefully.
With respect to the Reorganization, if shareholders of a Target Fund approve the Agreement and other closing conditions are satisfied, the assets of the Target Fund will be delivered to the corresponding Acquiring Fund’s custodian for the account of such Acquiring Fund in exchange for the assumption by the Acquiring Fund of the liabilities of the Target Fund and delivery by the Acquiring Fund to the Target Fund for further delivery to the holders of record as of the Effective Time (as defined below) of the issued and outstanding shares of the Target Fund of a number of IS Class shares of the Acquiring Fund (including, if applicable, fractional shares rounded to the nearest thousandth), having an aggregate net asset value equal to the value of the net assets of the Target Fund so transferred, all determined and adjusted as provided in the Agreement. The value of your account with an Acquiring Fund immediately after the Reorganization is expected to be the same or substantially the same as the value of your account with the corresponding Target Fund immediately prior to the Reorganization.
The Target Funds and the Acquiring Funds will be required to make representations and warranties that are customary in reorganizations. If shareholders approve the Reorganization and if all of the closing conditions set forth in the Agreement are satisfied or waived, consummation of the Reorganization (the “Closing”) is expected to occur on or around September 19, 2016 (the “Closing Date”), immediately prior to the opening of regular trading on the New York Stock Exchange on the Closing Date (the “Effective Time”). Following receipt of the requisite shareholder vote in favor of the Reorganization and as soon as reasonably practicable after the Closing, the outstanding shares of the Target Funds will be terminated in accordance with their governing documents and applicable law.
The obligations of the Acquiring Funds and the Target Funds are subject to the following conditions, among others:
| · | the Acquiring Funds Registration Statement on Form N-14 under the 1933 Act shall be on file with the SEC and shall be effective, and no stop- order suspending the effectiveness of the Registration Statement shall have been issued; |
| · | the shareholders of the Target Funds shall have approved the Agreement; |
| · | the Acquiring Funds and Target Funds have each delivered an officer’s certificate certifying that all agreements and commitments set forth in the Agreement have been satisfied; and |
| · | with respect to each Reorganization, the Acquiring Fund and Target Fund shall each have received a legal opinion that the consummation of the transactions contemplated by the Agreement will not, in general, result in the recognition of gain or loss for U.S. federal income tax purposes for the Target Fund, the Target Fund shareholders or the Acquiring Fund. |
If shareholders of a Target Fund do not approve the Agreement or if the Reorganization does not otherwise close, the Target Funds Board will consider what additional action to take with respect to such Target Fund. Because shareholders of each Target Fund will vote separately on the Proposal, the Reorganization may be approved for a single Target Fund, even if shareholders of the other Target Funds have not approved the Proposal. The Agreement may be terminated and the Reorganization may be abandoned at any time prior to Closing by mutual agreement of the parties. The Agreement may be amended or modified in a writing signed by the parties to the Agreement.
Section 15(f) of the 1940 Act provides a non-exclusive safe harbor under which an investment adviser to a registered investment company (or an affiliated person of such investment adviser) may receive any amount or benefit in connection with a sale of any interest in such investment adviser that results in an assignment of an advisory contract with the investment company if the following two conditions are satisfied: (1) for a period of three years after the transaction, at least 75% of the board of the investment company (or its successor) cannot be “interested persons” (as defined in the 1940 Act) of the investment adviser or predecessor adviser of the investment company (or its successor); and (2) no “unfair burden” may be imposed on the investment company as a result of the transaction or any express or implied terms, conditions or understandings applicable thereto. The term “unfair burden,” as defined in the 1940 Act, includes any arrangement, during the two-year period after the transaction occurs, whereby the investment adviser, or predecessor or successor adviser, or any interested person of any such adviser, receives or is entitled to receive any compensation, directly or indirectly (a) from the investment company or its security holders (other than compensation for bona fide investment advisory or other services), or (b) from any person in connection with the purchase or sale of securities or other property to, from or on behalf of the investment company (other than bona fide ordinary compensation for principal underwriting services).
While no equity ownership interest in DMC is being sold in connection with the Reorganization, DMC, JSP and the Acquiring Trust will use all commercially reasonable efforts to ensure that for a period of at least three (3) years after the Closing Date, at least 75 per cent of the members of the Acquiring Funds Board are not interested persons of either DMC or JSP; and that for a period of at least two (2) years after the Closing Date, no undue burden is imposed on the Acquiring Funds or their shareholders.
BOARD CONSIDERATIONS IN APPROVING THE REORGANIZATION
The Target Funds Board considered the Reorganization at a meeting held on May 18-19, 2016 and the Target Funds Board, including a majority of the Trustees who are not “interested persons” of the Target Trust as that term is defined in the 1940 Act (“Independent Trustees”), approved the Agreement. In approving the Reorganization, the Target Funds Board determined that: (i) participation in the Reorganization is in the best interest of each Target Fund and its shareholders; and (ii) the interests of the existing shareholders of each Target Fund will not be diluted as a result of the Reorganization.
In making these determinations, the Target Funds Board reviewed and considered information provided to them to assist them in evaluating the Reorganization, such as information relating to: the terms of the Agreement; each Acquiring Fund’s investment objectives, strategies and risks; the Acquiring Fund’s fee structure, as compared to the Target Fund’s fee structure; the Acquiring Funds’ investment adviser and other service providers; the fact that the Acquiring Funds’ investment adviser, JSP, has had history in sub-advising the Target Funds; the U.S. federal income tax consequences of the Reorganization; the costs anticipated to be incurred in connection with the Reorganization and the fact that JSP would be responsible for absorbing such costs; the greater potential to achieve economies of scale; and recommendations of DMC, among other relevant information. The Target Funds Board noted that DMC’s affiliate has an ownership interest in JSP. In addition, the Independent Trustees were advised by independent legal counsel in their considerations of the Agreement and the Reorganization.
The Trustees did not find it practicable to, and did not, assign relative weights to the specific factors considered in reaching their conclusions and determinations to approve the Agreement. Rather, the approval determinations were made on the basis of each Trustee’s business judgment after consideration of all of the factors taken in their entirety. Although not meant to be all-inclusive, the following were some of the factors considered by the Target Funds Board in making their determination:
| · | the investment objective of each Target Fund is identical to the investment objective of the corresponding Acquiring Fund, and the investment strategies and policies of each Target Fund are substantially similar to the investment strategies and policies of the corresponding Acquiring Fund, except with respect to the “non-diversified” fundamental policy for each of the Jackson Square Large-Cap Growth Fund and Jackson Square SMID-Cap Growth Fund as described above; |
| · | the portfolio managers who sub-advise each Target Fund will serve as the portfolio managers of the corresponding Acquiring Fund, providing continuity of management; |
| · | the current management fee rates for the Acquiring Funds are equal to or less than the management fees of the Target Funds; |
| · | JSP has agreed to limit the operating expenses of the IS Class of each Acquiring Fund at a level that is lower than current cap on operating expenses for the corresponding Target Fund for a period extending through March 2018; |
| · | the reasonableness of the terms and conditions in the Agreement; |
| · | the Reorganization is intended to be tax-free for U.S. federal income tax purposes for each Target Fund and shareholders of each Target Fund; and |
| · | JSP (or as may be agreed between JSP and DMC, JSP and DMC), not the Target Funds or the Acquiring Funds, will bear the expenses relating to the Reorganization. |
After evaluating all of the information and factors above, as well as other information and factors relevant to the proposed Reorganization, the Target Funds Board concluded that the terms of the Agreement were reasonable and that, in light of the fact that shareholder fees and expenses for the Acquiring Fund would be subject to a fee cap through March 2018, among other considerations, the Reorganization was in the best interests of the shareholders of the Target Funds. Therefore, the Target Funds Board determined to approve the Reorganization and directed that the Agreement be submitted to shareholders of the Target Funds for approval.
U.S. FEDERAL INCOME TAX CONSIDERATIONS
The following is a general summary of the material U.S. federal income tax considerations of the Reorganization and is based upon the current provisions of the Internal Revenue Code of 1986, as amended (the “Code”), the existing U.S. Treasury regulations thereunder, current administrative rulings of the IRS and published judicial decisions, all of which are subject to change. These considerations are general in nature and individual shareholders should consult their own tax advisers as to the federal, state, local, and foreign tax considerations applicable to them and their individual circumstances. These same considerations generally do not apply to shareholders who hold their shares in a tax-advantaged account.
The Reorganization is intended to qualify as a tax-free reorganization under Section 368(a) of the Code. As a condition to the closing of the Reorganization, the Target Fund and the Acquiring Fund will receive an opinion from Ropes & Gray LLP substantially to the effect that, as further described below, on the basis of existing provisions of the Code, U.S. Treasury regulations issued thereunder, current administrative rules, pronouncements and court decisions, generally for U.S. federal income tax purposes:
| · | The acquisition by the Acquiring Fund of all of the assets of the Target Fund in exchange for Acquiring Fund shares and the assumption by the Acquiring Fund of all of the liabilities of the Target Fund, followed by the distribution by the Target Fund to its shareholders of the Acquiring Fund shares in complete liquidation of the Target Fund, as provided for in the Agreement, will qualify as a reorganization within the meaning of Section 368(a) of the Code, and the Target Fund and the Acquiring Fund each will be a “party to the reorganization” within the meaning of Section 368(b) of the Code. |
| · | Under Sections 361 and 357 of the Code, no gain or loss will be recognized by the Target Fund upon (i) the transfer of all of its assets to, and the assumption of all of its liabilities by, the Acquiring Fund in exchange solely for Acquiring Fund shares, or (ii) the distribution of the Acquiring Fund shares by the Target Fund to its shareholders in liquidation except for (A) any gain or loss recognized on (1) “Section 1256 contracts” as defined in Section 1256(b) of the Code or (2) stock in a “passive foreign investment company” as defined in Section 1297(a) of the Code, and (B) any other gain or loss required to be recognized by reason of the reorganization (1) as a result of the closing of the tax year of the Target Fund, (2) upon the termination of a position, or (3) upon the transfer of such asset regardless of whether such a transfer would otherwise be a nontaxable transaction under the Code. |
| · | Under Section 1032(a) of the Code, no gain or loss will be recognized by the Acquiring Fund upon the receipt of all of the assets of the Target Fund in exchange solely for the Acquiring Fund shares and the assumption by the Acquiring Fund of all of the liabilities of the Target Fund. |
| · | Under Section 362(b) of the Code, the Acquiring Fund’s tax basis in the assets of the Target Fund received by the Acquiring Fund other than certain assets with respect to which gain or loss is required to be recognized as described in the second bullet above, will be the same as the Target Fund’s tax basis in such assets immediately prior to the transfer. |
| · | Under Section 1223(2) of the Code, the Acquiring Fund’s holding periods for the assets it receives from the Target Fund, other than certain assets with respect to which gain or loss is required to be recognized as described in the second bullet above, will include the periods during which such assets were held by the Target Fund. |
| · | Under Section 354(a) of the Code, no gain or loss will be recognized by the shareholders of the Target Fund upon the exchange of their Target Fund shares for Acquiring Fund shares (including fractional shares to which they may be entitled). |
| · | Under Section 358 of the Code, the aggregate tax basis of the Acquiring Fund shares received by shareholders of the Target Fund (including fractional shares to which they may be entitled) will be the same as the aggregate tax basis of the Target Fund shares exchanged therefor. |
| · | Under Section 1223(1) of the Code, the holding period of the Acquiring Fund shares received by shareholders of the Target Fund (including fractional shares to which they may be entitled) will include the holding period of the Target Fund shares exchanged therefor, provided that the shareholder held the Target Fund shares as a capital asset on the date of the exchange. |
| · | The Acquiring Fund will succeed to and take into account the items of the Target Fund described in Section 381(c) of the Code, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and the Treasury regulations thereunder. |
The opinion will be conditioned upon, among other things, the accuracy, as of the Closing Date, of certain representations of the Target Fund and the Acquiring Fund upon which Ropes & Gray LLP will rely in rendering its opinion and will also be based on customary assumptions. With respect to the Reorganization of The Focus SMID-Cap Growth Equity Portfolio into the Jackson Square SMID-Cap Growth Fund, the opinion may note and distinguish certain published precedent. It is possible that the IRS or a court could disagree with Ropes & Gray LLP’s opinion, which therefore cannot be free from doubt. A copy of the opinion will be filed with the SEC and will be available for public inspection. None of the Target Fund nor the Acquiring Fund has requested or will request an advance ruling from the IRS as to the U.S. federal tax consequences of the Reorganization.
Opinions of counsel are not binding upon the IRS or the courts. If the Reorganization is consummated but the IRS or the courts determine that the Reorganization does not qualify as a tax-free reorganization under the Code, and thus is taxable, the Target Fund would recognize gain or loss on the transfer of its assets to the Acquiring Fund and each shareholder of the Target Fund would recognize a taxable gain or loss equal to the difference between its tax basis in the Target Fund shares and the fair market value of the shares of the Acquiring Fund it receives.
The tax attributes, including capital loss carryovers, of the Target Fund will move to the Acquiring Fund, subject to certain conditions and limitations. In the case of the Reorganization of The Focus Smid-Cap Growth Equity Portfolio into the Jackson Square SMID-Cap Growth Fund, it is currently unclear whether the ability of the Jackson Square SMID-Cap Growth Fund to use any capital losses of The Focus Smid-Cap Growth Equity Portfolio, whether previously recognized and carried forward or built into The Focus Smid-Cap Growth Equity Portfolio’s assets in excess of a certain amount, to offset future gains will be limited as a direct result of the Reorganization. As of October 31, 2015, The Focus SMID-Cap Growth Equity Portfolio had no such losses. The ability of each of the other two Acquiring Funds to use the capital losses, if any, of the corresponding Target Fund to offset future gains will not be limited as a direct result of the Reorganization.
This discussion is only a general summary of certain U.S. federal income tax consequences. You should consult your tax adviser regarding the U.S. federal income tax consequences as well as the state, local and foreign consequences to you, if any, of the Reorganization in light of your particular circumstances, of the Reorganization
COSTS OF THE REORGANIZATION
The Reorganization costs, including any costs directly associated with preparing, filing, printing, and distributing to the shareholders of the Target Funds all materials relating to this Proxy Statement/Prospectus and soliciting shareholder votes, as well as the conversion costs associated with the Reorganization, will be borne by JSP, or as may be agreed between JSP and DMC, by JSP and DMC. Neither the Target Funds nor the Acquiring Funds will bear any costs related to the Reorganization. The costs related to the Reorganization include, but are not limited to, costs associated with organizing the Acquiring Funds, preparation, printing and distribution of the N-14 Registration Statement for the Reorganization (including the prospectus/proxy statement contained therein), legal fees, accounting fees, and expenses of soliciting Target Fund shareholders and holding shareholder meetings.
Each Target Fund will be considered to be the accounting survivor of the Reorganization, meaning that the Acquiring Fund will assume the financial and performance history of the Target Fund. While the acquiring fund is normally considered the legal survivor and accounting survivor of a reorganization, continuity and dominance in one or more of the following areas may lead to a determination that the target fund should be considered the accounting survivor: (1) portfolio management; (2) investment objectives, policies and restrictions; (3) portfolio composition; (4) expense structure and expense ratios; and (5) asset size. The Target Entity and the Acquiring Entity believe the Target Funds will be the accounting survivors of the Reorganization based on the continuity and dominance established in each of these areas:
| (1) | Portfolio management: JSP currently serves as the investment sub-adviser to each Target Fund, and is responsible for the portfolio management of each Target Fund and has done so since November 2005 for The Large-Cap Growth Equity Portfolio, since December 2005 for The Focus Smid-Cap Growth Equity Portfolio and since September 2005 for The Select 20 Portfolio. Although JSP serves as the investment adviser to each Acquiring Fund, Jackson Square SMID-Cap Growth Fund has very limited performance history and Jackson Square Large-Cap Growth Fund and Jackson Square Select 20 Growth Fund have not yet commenced operations. The same portfolio management teams that manage each Target Fund will manage the corresponding Acquiring Fund after the Reorganization. |
| (2) | Investment objectives, policies and restrictions: Each Target Fund and the corresponding Acquiring Fund have the same investment objectives. With the exception of the differences in diversification of The Focus Smid-Cap Growth Equity Portfolio and Jackson Square SMID-Cap Growth Fund, as described under “Comparison of Principal Investment Strategies” and “Comparison of Fundamental and Non-Fundamental Investment Restrictions,” above, each Target Fund and corresponding Acquiring Fund have substantially the same investment strategies, policies and restrictions. |
| (3) | Portfolio composition: The portfolio composition of each Acquiring Fund is expected to be substantially similar to that of the corresponding Target Fund because each Acquiring Fund will be managed by JSP in accordance with the investment objective, policies and restrictions in substantially the same manner that JSP managed the corresponding Target Fund prior to the Reorganization. |
| (4) | Expense structure and expense ratios: Each Target Fund and corresponding Acquiring Fund have substantially similar expense structures, and each Acquiring Fund’s total expense ratios after the implementation of the expense cap are expected to be less than or equal to the current total expense ratios of the corresponding Target Fund for at least the next two years. With respect to Jackson Square SMID-Cap Growth Fund, fees reduced and expenses reimbursed by JSP during the period from the Fund’s inception on May 2, 2016 through the Closing Date may be recouped by JSP for a period of three fiscal years following the fiscal year during which such reduction and reimbursement was made, if such recoupment can be achieved without exceeding the expense limit in effect at the time the fee reduction and expense reimbursement occurred and at the time fee/expenses are being recouped. |
| (5) | Asset size: Jackson Square Large-Cap Growth Fund and Jackson Square Select 20 Growth Fund are not expected to have any assets or to have commenced operations immediately prior to the Reorganization. Although Jackson Square SMID-Cap Growth Fund may have more assets than The Focus Smid-Cap Growth Equity Portfolio, it will have a very limited performance history as it only commenced operation on May 2, 2016. |
The Target Funds Board unanimously recommends that shareholders of the Target Funds approve the proposed Reorganization.
PROXY STATEMENT/PROSPECTUS
You are receiving this Proxy Statement/Prospectus and the enclosed proxy card because the Target Funds Board is soliciting your proxy to vote at the Meeting and at any adjournments of the Meeting. This Proxy Statement/Prospectus gives you information about the business to be conducted at the Meeting. Target Fund shareholders may vote by appearing in person at the Meeting and following the instructions below. You do not need to attend the Meeting to vote. Instead, you may simply complete, sign, and return the enclosed proxy card or vote by telephone or through a website established for that purpose.
This Proxy Statement/Prospectus, the enclosed Notice of Special Meeting of Shareholders, and the enclosed proxy card are expected to be mailed on or about July 26, 2016, to all shareholders entitled to vote.
Shareholders of record of the Target Funds as of the close of business on June 20, 2016 (the “Record Date”), are entitled to vote at the Meeting. The number of outstanding shares of the Target Funds on June 20, 2016 appears in the following table. Each share is entitled to one vote for each full share held and a proportionate fractional vote for each fractional share held.
| Fund | Shares Outstanding |
| The Large-Cap Growth Equity Portfolio | 21,065,720.117 |
| The Focus Smid-Cap Growth Equity Portfolio | 3,316,673.207 |
| The Select 20 Portfolio | 11,747,613.517 |
Proxies will have the authority to vote and act on behalf of shareholders at any adjournment of the Meeting. If a proxy is authorized to vote for a shareholder, the shareholder may revoke the authorization at any time before it is exercised by sending in another proxy card with a later date or by notifying the Secretary of the Target Funds in writing at the address of the Target Funds set forth on the cover page of the Proxy Statement/Prospectus before the Meeting that the shareholder has revoked its proxy. In addition, although merely attending the Meeting will not revoke your proxy, if a shareholder is present at the Meeting, the shareholder may withdraw the proxy and vote in person. However, if your shares are held through a broker-dealer or other financial intermediary you will need to obtain a “legal proxy” from them in order to vote your shares at the Meeting.
Executed proxies received prior to the Meeting on which no vote is indicated will be voted “FOR” the Proposal.
QUORUM REQUIREMENT AND ADJOURNMENT
A “Quorum” is the minimum number of shares that must be present in order to conduct the Meeting. A Quorum means one-third (33 1/3%) of the shares of each Target Fund that are entitled to vote at the Meeting, present in person or represented by proxy.
Because shareholders of each Target Fund will vote separately on the Proposal, the Reorganization may be approved for a single Target Fund, even if shareholders of the other Target Funds have not approved the Proposal. If sufficient votes to approve the Proposal are not received by the date of the Meeting or any reconvened Meeting following an adjournment, the Meeting or reconvened Meeting may be adjourned to permit further solicitations of proxies. The persons named as proxies on the enclosed proxy cards will vote their proxies in their discretion on questions of adjournment and any other items (other than the Proposal) that properly come before the Meeting. A majority of the votes cast by shareholders of a Fund present in person or by proxy at the Meeting (whether or not sufficient to constitute a quorum) may adjourn the Meeting. The Meeting may also be adjourned by the Chairperson of the Meeting.
Abstentions and broker non-votes will be counted for purposes of determining whether a quorum is present at the Meeting. Abstentions and broker non-votes will have the same effect as a vote “AGAINST” the Proposal because an absolute percentage of affirmative votes is required to approve the Proposal.
Broker non-votes are proxies from brokers or nominees that indicate that they have not received voting instructions from the beneficial owner or other person entitled to vote shares on a particular matter for which the brokers or nominees do not have discretionary authority to vote, such as the Proposal.
VOTE NECESSARY TO APPROVE THE PROPOSAL
The Proposal must be approved by a 1940 Act Majority vote of the outstanding voting securities of each individual Target Fund. A “1940 Act Majority” of the outstanding voting securities of a fund means the lesser of (i) 67% or more of the voting securities of the fund that are present in person or by proxy at a meeting if holders of shares representing more than 50% of the outstanding voting securities of the fund are present in person or by proxy or (ii) more than 50% of the outstanding voting securities of the fund.
In addition to solicitations by mail, solicitations also may be made by advertisement, telephone, telegram, facsimile transmission or other electronic media, or personal contacts. The Target Funds will request broker/dealer firms, custodians, nominees, and fiduciaries to forward proxy materials to the beneficial owners of the shares of record.
In addition to solicitations by mail, officers and employees of the Target Funds, DMC, JSP and their affiliates may, without extra pay, conduct additional solicitations by telephone, telecopy, and personal interviews. The Target Funds expect that any solicitations will be primarily by mail, but also may include telephone, telecopy, or oral solicitations.
As the Meeting date approaches, you may receive a telephone call from a representative of the Target Funds if your votes have not yet been received. Proxies that are obtained telephonically will be recorded in accordance with the procedures described below. These procedures are designed to ensure that both the identity of the shareholder casting the vote and the voting instructions of the shareholder are accurately determined.
In all cases where a telephonic proxy is solicited, the Target Funds’ representative is required to ask for each shareholder’s full name and address, and to confirm that the shareholder has received the proxy materials in the mail. If the shareholder is a corporation or other entity, the Target Funds’ representative is required to ask for the person’s title and confirmation that the person is authorized to direct the voting of the shares. If the information elicited matches the information previously provided to the Target Funds, then the Target Funds’ representative has the responsibility to explain the voting process, read the Proposal listed on the proxy card, and ask for the shareholder’s instructions on the Proposal. Although the Target Funds’ representative is permitted to answer questions about the process, he or she is not permitted to recommend to the shareholder how to vote, other than to read any recommendation set forth in this Proxy Statement/Prospectus. The Target Funds’ representative will record the shareholder’s instructions on the card. Within 72 hours, the shareholder will be sent a letter or mailgram to confirm his or her vote and asking the shareholder to call the Target Funds immediately if his or her instructions are not correctly reflected in the confirmation.
SHARE OWNERSHIP BY LARGE SHAREHOLDERS, MANAGEMENT AND TRUSTEES
A list of the name, address, and percent ownership of each person who, as of June 20, 2016, to the knowledge of the Target Fund, owned 5% or more of the outstanding shares of a Target Fund can be found at Exhibit A.
To the best of the knowledge of the Target Trust, the ownership of shares of each Target Fund by executive officers and Trustees of the Target Funds as a group constituted less than 1% of the shares of each Target Fund as of June 20, 2016.
The following table shows the capitalization of each Target Fund as of June 30, 2016, and of the corresponding Acquiring Fund on a PRO FORMA combined basis (unaudited) as of June 30, 2016, giving effect to the proposed Reorganization. The following is an example of the number of shares of each Acquiring Fund that would be exchanged for the shares of the corresponding Target Fund if the Reorganization was consummated on June 30, 2016, and does not reflect the number of shares or value of shares that will actually be received if the Reorganization occurs on the Closing Date. JSP (or as may be agreed between JSP and DMC, JSP and DMC), will bear all of the Reorganization expenses. Accordingly, no adjustments have been made for any expenses expected to be incurred in connection with the Reorganization. The capitalizations of the Target Funds and the Acquiring Funds are likely to be different on the Closing Date as a result of daily share purchase, redemption, and market activity.
| | |
| (unaudited) | | The Large Cap Growth Equity Portfolio | Jackson Square Large-Cap Growth Fund (PRO FORMA) | |
| Aggregate Net Assets | | $280,557,529 | $280,557,529 | |
| Shares Outstanding | | 21,065,720 | 21,065,720 | |
| Net Asset Value Per Share | | $13.32 | $13.32 | |
| | | | | |
| | |
| (unaudited) | | The Focus Smid-Cap Growth Equity Portfolio | Jackson Square SMID-Cap Growth Fund Before Reorganization | Jackson Square SMID-Cap Growth Fund After Reorganization (PRO FORMA) |
| Aggregate Net Assets | | $60,088,736 | $37,049,186 | $97,137,922 |
| Shares Outstanding – Delaware Portfolio/Jackson Square IS Class | | 3,316,673 | 0 | 3,316,673 |
| Shares Outstanding –Institutional Class | | N/A | 2,068,416 | 2,044,444 |
| Net Asset Value Per Share – Delaware Portfolio/Jackson Square IS Class | | $18.12 | N/A | $18.12 |
| Net Asset Value Per Share – Institutional Class | | N/A | $17.91 | $18.12 |
| | |
| (unaudited) | | The Select 20 Portfolio | Jackson Square Select 20 Growth Fund (PRO FORMA) | |
| Aggregate Net Assets | | $76,230,188 | $76,230,188 | |
| Shares Outstanding | | 11,747,614 | 11,747,614 | |
| Net Asset Value Per Share | | $6.49 | $6.49 | |
If the Reorganization is approved at the Meeting, Target Fund shareholders will not have the right to dissent and obtain payment of the fair value of their shares because the exercise of dissenters’ rights is subject to the forward pricing requirements of Rule 22c-1 under the 1940 Act, which supersedes state law. Shareholders of the Target Funds, however, have the right to redeem their shares at net asset value until the Closing Date of the Reorganization. After the Reorganization, Target Fund shareholders will hold shares of the corresponding Acquiring Fund, which may also be redeemed at net asset value.
The governing instruments of the Target Trust do not require that the Target Funds hold annual meetings of shareholders. The Target Funds are, however, required to call meetings of shareholders in accordance with the requirements of the 1940 Act to seek approval of new or material amendments to advisory arrangements or of a change in the fundamental investment policies, objectives or restrictions of the Target Funds. The Target Trust also would be required to hold a shareholder meeting to elect new Trustees at such time as less than a majority of the Trustees holding office have been elected by shareholders. The Target Trust’s governing instruments generally provide that a shareholder meeting may be called by a majority of the Trustees, the Chairperson of the Board, or the President of the Target Trust.
Shareholders of the Target Funds wishing to submit proposals for inclusion in a proxy statement for a future shareholder meeting must send their written proposal to the Target Funds a reasonable time before the Target Funds Board’s solicitation relating to that meeting is to be made. Shareholder proposals must meet certain legal requirements established by the SEC, so there is no guarantee that a shareholder’s proposal will actually be included in the next proxy statement. The persons named as proxies in future proxy materials of the Target Funds may exercise discretionary authority with respect to any shareholder proposal presented at any subsequent shareholder meeting if written notice of that proposal has not been received by the Target Funds within a reasonable period of time before the Target Funds Board’s solicitation relating to that meeting is made. Written proposals with regard to the Target Funds should be sent to the Secretary of the Target Trust, David F. Connor, at the address of the Target Funds given above. If the proposed Reorganization is approved and completed, shareholders of the Target Funds will become shareholders of the Acquiring Funds and, thereafter, will be subject to the shareholder proposal requirements of the Acquiring Funds.
OWNERSHIP OF THE TARGET FUNDS
SIGNIFICANT HOLDERS
The following tables show, as of June 20, 2016, the accounts of each Target Fund that own of record 5% or more of the Target Fund. Unless otherwise indicated, the Target Trust has no knowledge of beneficial ownership.
| Fund | Shareholders Name and Address | Total Shares | Percentage Ownership |
The Focus Smid-Cap Growth Equity Portfolio | Sahara Investments LLC
1 N Franklin St. STE 2360
Chicago, IL 60606-3545
| 584,219.183 | 17.61% |
The Focus Smid-Cap Growth Equity Portfolio | Northern Trust Custodian
FBO CM Investments LLC
PO Box 92956
Chicago, IL 60675-2956 | 612,148.287 | 18.46% |
The Focus Smid-Cap Growth Equity Portfolio | Northern Trust Co. Cust
Congregation of the Mission
International Fund
PO Box 92956
Chicago, IL 60675-2956 | 329,595.632 | 9.94% |
The Focus Smid-Cap Growth Equity Portfolio | SEI Private Trust Company
C/O Suntrust Bank
FBO West Cant Corp Inv Funds
1 Freedom Valley Dr
Oaks, PA 19456-9989 | 198,321.042 | 5.98% |
The Focus Smid-Cap Growth Equity Portfolio | The Ronald Reagan Presidential
Foundation & Institute - Endowment
40 Presidential Dr.
Simi Valley, CA 93065-0699 | 193,428.640 | 5.83% |
The Focus Smid-Cap Growth Equity Portfolio | The Philadelphia Foundation
1234 Market St. STE 1800
Philadelphia, PA 19107-3792
| 260,497.370 | 7.85% |
The Large-Cap Growth Equity Portfolio | Northern Trust Co
FBO Shelby Opeb
Chicago, IL 60603 | 1,616,579.058 | 7.67% |
The Large-Cap Growth Equity Portfolio | The Batchelor Foundation Inc
1680 Michigan Ave PH-1
Miami Beach, FL 33139-2514 | 1,496,781.851 | 7.11% |
EXHIBIT A
The Large-Cap Growth Equity Portfolio | Lisa & Douglas Goldman Fund
C/O Monte Vista Management Co
455 Market St STE 1690
San Francisco, CA 94105-2444 | 1,799,460.249 | 8.54% |
The Large-Cap Growth Equity Portfolio | John and Marcia Goldman Foundation
C/O Monte Vista Management Co
455 Market St. STE 1690
San Francisco, CA 94105-2444 | 1,405,040.801 | 6.67% |
The Large-Cap Growth Equity Portfolio | The Northern Trust Co TTEE
FBO Gannett-DV
801 S Canal St.
Chicago, IL 60607-2994 | 1,718,345.651 | 8.16% |
The Large-Cap Growth Equity Portfolio | Northern Trust Company TTEEFBO Tegna INC Defined Contribution Master Trust-DV 801 S. Canal St. 5S Chicago, IL 60607 | 1,103,250.484 | 5.24% |
The Large-Cap Growth Equity Portfolio | Pinnacle Health System
409 S 2nd St.STE 2B
Harrisburg, PA 17104-1612
| 2,148,015.070 | 10.20% |
| The Select 20 Portfolio | Market Street Actively Managed Fund
80 E. Market St. STE 300
Corning, NY 14830 | 2,858,117.271 | 24.33% |
| The Select 20 Portfolio | SEI Private Trust Co.
1 Freedom Valley Dr.
Oaks, PA 19456-9989
| 633,475.888 | 5.39% |
| The Select 20 Portfolio | First Western Bank & TR
FBO L Lee Stryker Irrev TR
C/O BMO Harris Bank NA ATTN MF
Green Bay, WI 54304 | 1,278,639.038 | 10.88% |
| The Select 20 Portfolio | The Oregon Community Foundation
1221 SW Yamhill St. STE 100
Portland, OR 97205-2108
| 5,487,808.078 | 46.71% |
FINANCIAL HIGHLIGHTS
The financial highlights table is intended to help you understand the Target Funds’ financial performance for the past 5 fiscal years. Certain information reflects financial results for a single Target Fund share. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Target Funds (assuming reinvestment of all dividends and distributions). Except for the financial highlights for the period ended April 30, 2016, the information has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, whose report, along with the Target Funds’ financial statements, is included in the Target Funds Annual Report, which is available upon request by calling 800-231-8002.
The Large-Cap Growth Equity Portfolio Selected data for each share of the Portfolio outstanding throughout each period were as follows: |
| | Six months ended 4/30/161 (Unaudited) | Year ended |
| | 10/31/15 | 10/31/14 | 10/31/13 | 10/31/12 | 10/31/11 |
| Net asset value, beginning of period | $16.790 | $17.040 | $14.600 | $11.470 | $9.880 | $8.900 |
Income (loss) from investment operations: | | | | | | |
Net investment income2 | 0.026 | 0.111 | 0.109 | 0.062 | 0.027 | 0.053 |
| Net realized and unrealized gain (loss) | (1.127) | 1.192 | 2.381 | 3.121 | 1.589 | 0.962 |
| Total from investment operations | (1.101) | 1.303 | 2.490 | 3.183 | 1.616 | 1.015 |
| Less dividends and distributions from: | | | | | | |
| Net investment income | (0.109) | (0.110) | (0.050) | (0.053) | (0.026) | (0.035) |
| Net realized gain | (2.330) | (1.443) | — | — | — | — |
| Total dividends and distributions | (2.439) | (1.553) | (0.050) | (0.053) | (0.026) | (0.035) |
| Net asset value, end of period | $13.250 | $16.790 | $17.040 | $14.600 | $11.470 | $9.880 |
Total return3 | (7.66%) | 8.06% | 17.10% | 27.86% | 16.40% | 11.43% |
| Ratios and supplemental data: | | | | | | |
| Net assets, end of period (000 omitted) | $279,336 | $313,511 | $277,322 | $254,958 | $216,467 | $170,531 |
| Ratio of expenses to average net assets | 0.64% | 0.64% | 0.64% | 0.65% | 0.65% | 0.64% |
| Ratio of net investment income to average net assets | 0.36% | 0.67% | 0.69% | 0.48% | 0.25% | 0.55% |
| Portfolio turnover | 14% | 49% | 30% | 38% | 40%3 | 19% |
| 1 | Ratios have been annualized and total return and portfolio turnover have not been annualized. |
| 2 | The average shares outstanding method has been applied for per share information. |
| 3 | Total investment return is based on the change in net asset value of a share during the period and assumes reinvestment of dividends and distributions at net asset value. |
| 4 | Excludes the value of Portfolio securities received or delivered as a result of in-kind purchases or redemptions of the Portfolio’s capital shares. |
The Focus Smid-Cap Growth Equity Portfolio Selected data for each share of the Portfolio outstanding throughout each period were as follows: |
| | Six months ended 4/30/161 (Unaudited) | Year ended |
| | 10/31/15 | 10/31/14 | 10/31/13 | 10/31/12 | 10/31/11 |
| Net asset value, beginning of period | $18.440 | $21.850 | $20.720 | $15.500 | $14.810 | $12.290 |
Income (loss) from investment operations: | | | | | | |
Net investment income (loss)2 | 0.024 | 0.072 | (0.010) | (0.005) | (0.022) | 0.079 |
| Net realized and unrealized gain | 0.675 | 1.486 | 1.152 | 5.446 | 0.723 | 2.547 |
| Total from investment operations | 0.699 | 1.558 | 1.142 | 5.441 | 0.701 | 2.626 |
| Less dividends and distributions from: | | | | | | |
| Net investment income | (0.021) | (0.078) | (0.012) | — | (0.011) | (0.106) |
| Net realized gain | (1.088) | (4.890) | — | (0.221) | — | — |
| Total dividends and distributions | (1.109) | (4.968) | (0.012) | (0.221) | (0.011) | (0.106) |
| Net asset value, end of period | $18.030 | $18.440 | $21.850 | $20.720 | $15.500 | $14.810 |
Total return3 | 3.89% | 8.30% | 5.51% | 35.56% | 4.74% | 21.44% |
| Ratios and supplemental data: | | | | | | |
| Net assets, end of period (000 omitted) | $51,971 | $51,443 | $43,281 | $89,434 | $17,853 | $16,721 |
| Ratio of expenses to average net assets | 0.90% | 0.92% | 0.90% | 0.89% | 0.92% | 0.92% |
| Ratio of expenses to average net assets prior to fees waived | 0.90% | 0.92% | 0.91% | 0.89% | 0.94% | 1.05% |
| Ratio of net investment income (loss) to average net assets | 0.28% | 0.38% | (0.05%) | (0.03%) | (0.14%) | 0.54% |
| Ratio of net investment income (loss) to average net assets prior to fees waived | 0.28% | 0.38% | (0.06%) | (0.03%) | (0.16%) | 0.41% |
| Portfolio turnover | 11% | 21% | 40% | 26% | 44% | 16% |
| 1 | Ratios have been annualized and total return and portfolio turnover have not been annualized. |
| 2 | The average shares outstanding method has been applied for per share information. |
| 3 | Total investment return is based on the change in net asset value of a share during the period and assumes reinvestment of dividends and distributions at net asset value. Total investment return during all of the periods shown reflects a waiver by the manager. Performance would have been lower had the waiver not been in effect. |
The Select 20 Portfolio Selected data for each share of the Portfolio outstanding throughout each period were as follows: |
| | Six months ended 4/30/161 (Unaudited) | Year ended |
| | 10/31/15 | 10/31/14 | 10/31/13 | 10/31/12 | 10/31/11 |
| Net asset value, beginning of period | $8.950 | $11.050 | $9.680 | $8.140 | $6.960 | $6.040 |
Income (loss) from investment operations: | | | | | | |
Net investment income (loss)2 | 0.001 | —3 | 0.006 | 0.017 | (0.002) | 0.003 |
| Net realized and unrealized gain (loss) | (0.836) | 0.977 | 1.516 | 1.667 | 1.184 | 0.917 |
| Total from investment operations | (0.835) | 0.977 | 1.522 | 1.684 | 1.182 | 0.920 |
| Less dividends and distributions from: | | | | | | |
| Net investment income | (0.007) | (0.013) | (0.006) | (0.016) | (0.002) | — |
| Net realized gain | (1.588) | (3.064) | (0.146) | (0.128) | — | — |
| Total dividends and distributions | (1.595) | (3.077) | (0.152) | (0.144) | (0.002) | — |
| Net asset value, end of period | $6.520 | $8.950 | $11.050 | $9.680 | $8.140 | $6.960 |
Total return4 | (10.79%) | 10.60% | 15.92% | 21.00% | 16.99% | 15.23% |
| Ratios and supplemental data: | | | | | | |
| Net assets, end of period (000 omitted) | $80,820 | $93,625 | $90,354 | $188,082 | $124,511 | $45,978 |
| Ratio of expenses to average net assets | 0.89% | 0.89% | 0.87% | 0.85% | 0.86% | 0.89% |
| Ratio of expenses to average net assets prior to fees waived | 0.89% | 0.89% | 0.87% | 0.85% | 0.87% | 1.02% |
| Ratio of net investment income (loss) to average net assets | 0.03% | 0.00% | 0.06% | 0.20% | (0.02%) | 0.04% |
| Ratio of net investment income (loss) to average net assets prior to fees waived | 0.03% | 0.00% | 0.06% | 0.20% | (0.03%) | (0.09%) |
| Portfolio turnover | 9% | 31% | 21% | 46% | 42% | 26% |
| 1 | Ratios have been annualized and total return and portfolio turnover have not been annualized. |
| 2 | The average shares outstanding method has been applied for per share information. |
| 3 | Amount is less than 0.001 per share. |
| 4 | Total investment return is based on the change in net asset value of a share during the period and assumes reinvestment of dividends and distributions at net asset value. Total investment return during all of the periods shown reflects a waiver by the manager. Performance would have been lower had the waiver not been in effect. |
STATEMENT OF ADDITIONAL INFORMATION
TO THE
REGISTRATION STATEMENT ON FORM N-14 FILED BY:
Managed Portfolio Series
on behalf of its series
Jackson Square Large-Cap Growth Fund
Jackson Square SMID-Cap Growth Fund
Jackson Square Select 20 Growth Fund
615 East Michigan Street
Milwaukee, Wisconsin 53202
(414) 287-3700
RELATING TO THE SEPTEMBER 12, 2016 SPECIAL MEETING OF SHAREHOLDERS OF: THE LARGE-CAP GROWTH EQUITY PORTFOLIO
THE FOCUS SMID-CAP GROWTH EQUITY PORTFOLIO
THE SELECT 20 PORTFOLIO
each a series of Delaware Pooled® Trust
July 15, 2016
This Statement of Additional Information, which is not a prospectus, supplements and should be read in conjunction with the Proxy Statement/Prospectus dated July 15, 2016, relating specifically to the Special Meeting of Shareholders of The Large-Cap Growth Equity Portfolio, The Focus Smid-Cap Growth Equity Portfolio and The Select 20 Portfolio to be held on September 12, 2016 (the “Proxy Statement/Prospectus”). Copies of the Proxy Statement/Prospectus may be obtained at no charge by calling the Target Funds at 800-231-8002 or by sending an e-mail request to CSSUPPORTTEAM@DELINVEST.COM.
Target Funds | Corresponding Acquiring Funds (Share Class) |
| | |
| The Large-Cap Growth Equity Portfolio | Jackson Square Large-Cap Growth Fund (IS Class) |
| | |
| The Focus Smid-Cap Growth Equity Portfolio | Jackson Square SMID-Cap Growth Fund (IS Class) |
| | |
| The Select 20 Portfolio | Jackson Square Select 20 Growth Fund (IS Class) |
This Statement of Additional Information relates to: (a) the acquisition of all of the assets and assumption of all of the liabilities of the Target Funds by the corresponding Acquiring Funds (as set forth above) in exchange for IS Class shares of the Acquiring Funds; (b) the distribution of such shares to the shareholders of the Target Funds; and (c) the liquidation and termination of the Target Funds (the “Reorganization”). Further information is included in the Proxy Statement/Prospectus and in the documents listed below, which are incorporated by reference into this Statement of Additional Information.
INCORPORATION OF DOCUMENTS BY REFERENCE INTO THE STATEMENT OF ADDITIONAL INFORMATION
Because the Acquiring Funds are newly formed series of the Managed Portfolio Series (the “Acquiring Trust”), the Acquiring Funds have not published an annual or semi-annual report to shareholders. This Statement of Additional Information incorporates by reference the following documents, which have been filed with the U.S. Securities and Exchange Commission and will be sent to any shareholder requesting this Statement of Additional Information:
| · | Statement of Additional Information dated February 26, 2016 for the Target Funds (the “Target Funds SAI”) (File No. 811-06322); |
| · | Supplements dated March 28, 2016 (File No. 033-40991), May 20, 2016 (File No. 033-40991) and June 7, 2016 (File No. 033-40991) to the Target Funds SAI; |
| · | Statement of Additional Information dated March 29, 2016 for the Acquiring Funds (File No. 811-22525); |
| · | Supplements dated April 15, 2016 and May 2, 2016 to the Acquiring Funds SAI (File No. 333-172080); and |
| · | The Target Funds’ audited financial statements and related report of the independent public accounting firm included in the Target Funds Annual Report to Shareholders for the fiscal year ended October 31, 2015 (the “Target Funds Annual Report”) (File No. 811-06322). No other parts of the Target Funds Annual Report are incorporated herein by reference. |
| · | The Target Funds’ unaudited financial statements included in the Target Funds Semi-Annual Report to Shareholders for the fiscal period ended April 30, 2016 (the “Target Funds Semi-Annual Report”) (File No. 811-06322). No other parts of the Target Funds Semi-Annual Report are incorporated herein by reference. |
PRO FORMA FINANCIAL INFORMATION
Under the Agreement and Plan of Reorganization, the Target Funds are proposed to be reorganized into the Acquiring Funds. Pro forma financial information has not been prepared for the Reorganization of The Large Cap Growth Equity Portfolio or The Select 20 Portfolio because the corresponding Acquiring Funds are newly organized shell series with no assets (other than seed capital) or liabilities that will commence investment operations upon completion of the Reorganization and continue the operations of the Target Funds. Pro forma financial information for the Reorganization of The Focus Smid-Cap Growth Equity Portfolio into the Jackson Square SMID-Cap Growth Fund has not been prepared because the Jackson Square SMID-Cap Growth Fund commenced operations on May 2, 2016, and has not yet completed a financial statement reporting period. The Target Funds will be the accounting survivors of the Reorganization.
PART C: OTHER INFORMATION
ITEM 15. INDEMNIFICATION:
Reference is made to Article VII of the Registrant’s Amended and Restated Agreement and Declaration of Trust. With respect to the Registrant, the general effect of these provisions is to indemnify any person (Trustee, officer, employee or agent, among others) who was or is a party to any proceeding by reason of their actions performed in their official or duly authorized capacity on behalf of the Trust.
Pursuant to Rule 484 under the Securities Act of 1933, as amended, (the “1933 Act”) the Registrant furnishes the following undertaking: “Insofar as indemnification for liability arising under the 1933 Act may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the U.S. Securities and Exchange Commission, such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.”
ITEM 16. EXHIBITS:
| (1) | (a) | | Certificate of Trust – incorporated herein by reference to Registrant’s Registration Statement on Form N-1A filed on February 4, 2011 |
| (1) | (b) | | Amended and Restated Agreement and Declaration of Trust – incorporated herein by reference to Registrant’s Registration Statement on Form N-1A filed on May 5, 2011 |
| (2) | | | Amended and Restated Bylaws – incorporated herein by reference to Registrant’s Registration Statement on Form N-1A filed on May 5, 2011 |
| (3) | | | Not applicable. |
| (4) | | | Form of Agreement and Plan of Reorganization is attached as Exhibit B to the Proxy Statement/Prospectus contained in this Registration Statement. |
| (5) | | | Instruments Defining Rights of Security Holders – incorporated by reference to the Amended and Restated Agreement and Declaration of Trust and Amended and Restated Bylaws filed on May 5, 2011 |
| (6) | (a) | | Investment Advisory Agreement between the Trust, on behalf of the Jackson Square All-Cap Growth Fund, Jackson Square Global Growth Fund, Jackson Square Select 20 Growth Fund, Jackson Square SMID-Cap Growth Fund, Jackson Square Large-Cap Growth Fund, and Jackson Square Partners, LLC – incorporated by reference to Post-Effective Amendment No. 219 to Registrant’s Registration Statement on Form N-1A filed on March 29, 2016 |
| (6) | (b) | | Operating Expenses Limitation Agreement between the Trust, on behalf of Jackson Square All-Cap Growth Fund, Jackson Square Global Growth Fund, Jackson Square Select 20 Growth Fund, Jackson Square SMID-Cap Growth Fund, Jackson Square Large-Cap Growth Fund, and Jackson Square Partners, LLC – incorporated by reference to Post-Effective Amendment No. 219 to Registrant’s Registration Statement on Form N-1A filed on March 29, 2016 |
| (7) | | | Distribution Agreement between the Trust, on behalf of the Jackson Square All-Cap Growth Fund, Jackson Square Global Growth Fund, Jackson Square Select 20 Growth Fund, Jackson Square SMID-Cap Growth Fund, Jackson Square Large-Cap Growth Fund, Jackson Square Partners U.S. Growth Fund, and Quasar Distributors, LLC – incorporated by reference to Post-Effective Amendment No. 219 to Registrant’s Registration Statement on Form N-1A filed on March 29, 2016 |
| (8) | | | Not applicable. |
| (9) | (a) | | Custody Agreement between the Trust and U.S. Bank National Association – incorporated herein by reference to Registrant’s Registration Statement on Form N-1A filed on May 5, 2011 |
| | (b) | | First Amendment to the Custody Agreement between the Trust and U.S. Bank National Association – incorporated herein by reference from Post-Effective Amendment No. 14 to Registrant’s Registration Statement on Form N-1A filed on December 16, 2011 |
| | (c) | | Third Amendment to the Custody Agreement between the Trust and U.S. Bank National Association – incorporated herein by reference from Post-Effective Amendment No. 31 to Registrant’s Registration Statement on Form N-1A filed on May 16, 2012 |
| | (d) | | Fourth Amendment to the Custody Agreement between the Trust and U.S. Bank National Association – incorporated herein by reference from Post-Effective Amendment No. 32 to Registrant’s Registration Statement on Form N-1A filed on May 29, 2012 |
| | (e) | | Fifth Amendment to the Custody Agreement between the Trust and U.S. Bank National Association – incorporated herein by reference from Post-Effective Amendment No. 39 to Registrant’s Registration Statement on Form N-1A filed on June 26, 2012 |
| | (f) | | Sixth Amendment to the Custody Agreement between the Trust and U.S. Bank National Association – incorporated herein by reference from Post-Effective Amendment No. 48 to Registrant’s Registration Statement on Form N-1A filed on September 7, 2012 |
| | (g) | | Seventh Amendment to the Custody Agreement between the Trust and U.S. Bank National Association – incorporated herein by reference from Post-Effective Amendment No. 49 to Registrant’s Registration Statement on Form N-1A filed on September 10, 2012 |
| | (h) | | Eighth Amendment to the Custody Agreement between the Trust and U.S. Bank National Association – incorporated herein by reference from Post-Effective Amendment No. 50 to Registrant’s Registration Statement on Form N-1A filed on September 11, 2012 |
| | (i) | | Ninth Amendment to the Custody Agreement between the Trust and U.S. Bank National Association – incorporated herein by reference from Post-Effective Amendment No. 56 to Registrant’s Registration Statement on Form N-1A filed on September 28, 2012 |
| | (j) | | Tenth Amendment to the Custody Agreement between the Trust and U.S. Bank National Association – incorporated herein by reference from Post-Effective Amendment No. 68 to Registrant’s Registration Statement on Form N-1A filed on March 1, 2013 |
| | (k) | | Eleventh Amendment to the Custody Agreement between the Trust and U.S. Bank National Association – incorporated herein by reference from Post-Effective Amendment No. 80 to Registrant’s Registration Statement on Form N-1A filed on August 8, 2013 |
| | (l) | | Twelfth Amendment to the Custody Agreement between the Trust and U.S. Bank National Association – incorporated herein by reference from Post-Effective Amendment No. 82 to Registrant’s Registration Statement on Form N-1A filed on August 23, 2013 |
| | (m) | | Thirteenth Amendment to the Custody Agreement between the Trust and U.S. Bank National Association – incorporated herein by reference from Post-Effective Amendment No. 90 to Registrant’s Registration Statement on Form N-1A filed on September 27, 2013 |
| | (n) | | Fourteenth Amendment to the Custody Agreement between the Trust and U.S. Bank National Association – incorporated herein by reference from Post-Effective Amendment No. 100 to Registrant’s Registration Statement on Form N-1A filed on November 19, 2013 |
| | (o) | | Fifteenth Amendment to the Custody Agreement between the Trust and U.S. Bank National Association – incorporated herein by reference from Post-Effective Amendment No. 101 to Registrant’s Registration Statement on Form N-1A filed on December 9, 2013 |
| | (p) | | Sixteenth Amendment to the Custody Agreement between the Trust and U.S. Bank National Association – incorporated herein by reference from Post-Effective Amendment No. 102 to Registrant’s Registration Statement on Form N-1A filed on December 10, 2013 |
| | (q) | | Seventeenth Amendment to the Custody Agreement between the Trust and U.S. Bank National Association – incorporated herein by reference from Post-Effective Amendment No. 124 to Registrant’s Registration Statement on Form N-1A filed on March 28, 2014 |
| | (r) | | Eighteenth Amendment to the Custody Agreement between the Trust and U.S. Bank National Association – incorporated herein by reference from Post-Effective Amendment No. 129 to Registrant’s Registration Statement on Form N-1A filed on April 9, 2014 |
| | (s) | | Nineteenth Amendment to the Custody Agreement between the Trust and U.S. Bank National Association – incorporated herein by reference from Post-Effective Amendment No. 134 to Registrant’s Registration Statement on Form N-1A filed on April 23, 2014 |
| | (t) | | Twentieth Amendment to the Custody Agreement between the Trust and U.S. Bank National Association – incorporated herein by reference from Post-Effective Amendment No. 140 to Registrant’s Registration Statement on Form N-1A filed on August 25, 2014 |
| | (u) | | Twenty-first Amendment to the Custody Agreement between the Trust and U.S. Bank National Association – incorporated herein by reference from Post-Effective Amendment No. 153 to Registrant’s Registration Statement on Form N-1A filed on December 16, 2014 |
| | (v) | | Twenty-second Amendment to the Custody Agreement between the Trust and U.S. Bank National Association – incorporated herein by reference from Post-Effective Amendment No. 156 to Registrant’s Registration Statement on Form N-1A filed on December 30, 2014 |
| | (w) | | Twenty-third Amendment to the Custody Agreement between the Trust and U.S. Bank National Association – incorporated herein by reference from Post-Effective Amendment No. 179 to Registrant’s Registration Statement on Form N-1A filed on September 25, 2015 |
| | (x) | | Twenty-fourth Amendment to the Custody Agreement between the Trust and U.S. Bank National Association – incorporated herein by reference from Post-Effective Amendment No. 193 to Registrant’s Registration Statement on Form N-1A filed on December 18, 2015 |
| | (y) | | Twenty-fifth Amendment to the Custody Agreement between the Trust and U.S. Bank National Association – incorporated herein by reference from Post-Effective Amendment No. 194 to Registrant’s Registration Statement on Form N-1A filed on December 21, 2015 |
| | (z) | | Twenty-sixth Amendment to the Custody Agreement between the Trust and U.S. Bank National Association – incorporated herein by reference from Post-Effective Amendment No. 196 to Registrant’s Registration Statement on Form N-1A filed on December 23, 2015 |
| | (aa) | | Twenty-seventh Amendment to the Custody Agreement between the Trust and U.S. Bank National Association – incorporated herein by reference from Post-Effective Amendment No. 218 to Registrant’s Registration Statement on Form N-1A filed on March 28, 2016 |
| | (bb) | | Twenty-eighth Amendment to the Custody Agreement between the Trust and U.S. Bank National Association – incorporated herein by reference from Post-Effective Amendment No. 219 to Registrant’s Registration Statement on Form N-1A filed on March 29, 2016 |
| (10) | | | Amended and Restated Rule 12b-1 Plan – incorporated herein by reference from Post-Effective Amendment No. 179 to Registrant’s Registration Statement on Form N-1A filed on September 25, 2015 |
| (11) | | | Opinion and Consent of Counsel by Bernstein, Shur, Sawyer & Nelson, P.A. for the Jackson Square Select 20 Growth Fund, Jackson Square SMID-Cap Growth Fund, and Jackson Square Large-Cap Growth Fund – incorporated herein by reference from Post-Effective Amendment No. 219 to Registrant’s Registration Statement on Form N-1A filed on March 29, 2016 |
| (12) | | | Opinion and Consent of Ropes & Gray LLP regarding tax matters – to be filed |
| (13) | (a) | | Fund Administration Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference to Registrant’s Registration Statement on Form N-1A filed on May 5, 2011 |
| | | (i) | First Amendment to the Fund Administration Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 14 to Registrant’s Registration Statement on Form N-1A filed on December 16, 2011 |
| | | (ii) | Third Amendment to the Fund Administration Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 31 to Registrant’s Registration Statement on Form N-1A filed on May 16, 2012 |
| | | (iii) | Fourth Amendment to the Fund Administration Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 32 to Registrant’s Registration Statement on Form N-1A filed on May 29, 2012 |
| | | (iv) | Fifth Amendment to the Fund Administration Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 39 to Registrant’s Registration Statement on Form N-1A filed on June 26, 2012 |
| | | (v) | Sixth Amendment to the Fund Administration Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 48 to Registrant’s Registration Statement on Form N-1A filed on September 7, 2012 |
| | | (vi) | Seventh Amendment to the Fund Administration Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 49 to Registrant’s Registration Statement on Form N-1A filed on September 10, 2012 |
| | | (vii) | Eighth Amendment to the Fund Administration Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 50 to Registrant’s Registration Statement on Form N-1A filed on September 11, 2012 |
| | | (viii) | Ninth Amendment to the Fund Administration Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 56 to Registrant’s Registration Statement on Form N-1A filed on September 28, 2012 |
| | | (ix) | Tenth Amendment to the Fund Administration Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 68 to Registrant’s Registration Statement on Form N-1A filed on March 1, 2013 |
| | | (x) | Eleventh Amendment to the Fund Administration Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 80 to Registrant’s Registration Statement on Form N-1A filed on August 8, 2013 |
| | | (xi) | Twelfth Amendment to the Fund Administration Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 82 to Registrant’s Registration Statement on Form N-1A filed on August 23, 2013 |
| | | (xii) | Thirteenth Amendment to the Fund Administration Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 90 to Registrant’s Registration Statement on Form N-1A filed on September 27, 2013 |
| | | (xiii) | Fourteenth Amendment to the Fund Administration Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 100 to Registrant’s Registration Statement on Form N-1A filed on November 19, 2013 |
| | | (xiv) | Fifteenth Amendment to the Fund Administration Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 101 to Registrant’s Registration Statement on Form N-1A filed on December 9, 2013 |
| | | (xv) | Sixteenth Amendment to the Fund Administration Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 102 to Registrant’s Registration Statement on Form N-1A filed on December 10, 2013 |
| | | (xvi) | Seventeenth Amendment to the Fund Administration Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 124 to Registrant’s Registration Statement on Form N-1A filed on March 28, 2014 |
| | | (xvii) | Eighteenth Amendment to the Fund Administration Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 129 to Registrant’s Registration Statement on Form N-1A filed on April 9, 2014 |
| | | (xviii) | Nineteenth Amendment to the Fund Administration Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 134 to Registrant’s Registration Statement on Form N-1A filed on April 23, 2014 |
| | | (xix) | Twentieth Amendment to the Fund Administration Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 140 to Registrant’s Registration Statement on Form N-1A filed on August 25, 2014 |
| | | (xx) | Twenty-first Amendment to the Fund Administration Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 153 to Registrant’s Registration Statement on Form N-1A filed on December 16, 2014 |
| | | (xxi) | Twenty-second Amendment to the Fund Administration Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 156 to Registrant’s Registration Statement on Form N-1A filed on December 30, 2014 |
| | | (xxii) | Twenty-third Amendment to the Fund Administration Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 179 to Registrant’s Registration Statement on Form N-1A filed on September 25, 2015 |
| | | (xxiii) | Twenty-fourth Amendment to the Fund Administration Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 193 to Registrant’s Registration Statement on Form N-1A filed on December 18, 2015 |
| | | (xxiv) | Twenty-fifth Amendment to the Fund Administration Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 194 to Registrant’s Registration Statement on Form N-1A filed on December 21, 2015 |
| | | (xxv) | Twenty-sixth Amendment to the Fund Administration Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 196 to Registrant’s Registration Statement on Form N-1A filed on December 23, 2015 |
| | | (xxvi) | Twenty-seventh Amendment to the Fund Administration Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 219 to Registrant’s Registration Statement on Form N-1A filed on March 29, 2016 |
| | (b) | | Transfer Agent Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference to Registrant’s Registration Statement on Form N-1A filed on May 5, 2011 |
| | | (i) | First Amendment to the Transfer Agent Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 14 to Registrant’s Registration Statement on Form N-1A filed on December 16, 2011 |
| | | (ii) | Third Amendment to the Transfer Agent Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 31 to Registrant’s Registration Statement on Form N-1A filed on May 16, 2012 |
| | | (iii) | Fourth Amendment to the Transfer Agent Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 32 to Registrant’s Registration Statement on Form N-1A filed on May 29, 2012 |
| | | (iv) | Fifth Amendment to the Transfer Agent Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 39 to Registrant’s Registration Statement on Form N-1A filed on June 26, 2012 |
| | | (v) | Sixth Amendment to the Transfer Agent Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 48 to Registrant’s Registration Statement on Form N-1A filed on September 7, 2012 |
| | | (vi) | Seventh Amendment to the Transfer Agent Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 49 to Registrant’s Registration Statement on Form N-1A filed on September 10, 2012 |
| | | (vii) | Eighth Amendment to the Transfer Agent Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 50 to Registrant’s Registration Statement on Form N-1A filed on September 11, 2012 |
| | | (viii) | Ninth Amendment to the Transfer Agent Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 56 to Registrant’s Registration Statement on Form N-1A filed on September 28, 2012 |
| | | (ix) | Tenth Amendment to the Transfer Agent Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 68 to Registrant’s Registration Statement on Form N-1A filed on March 1, 2013 |
| | | (x) | Eleventh Amendment to the Transfer Agent Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 80 to Registrant’s Registration Statement on Form N-1A filed on August 8, 2013 |
| | | (xi) | Twelfth Amendment to the Transfer Agent Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 82 to Registrant’s Registration Statement on Form N-1A filed on August 23, 2013 |
| | | (xii) | Thirteenth Amendment to the Transfer Agent Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 90 to Registrant’s Registration Statement on Form N-1A filed on September 27, 2013 |
| | | (xiii) | Fourteenth Amendment to the Transfer Agent Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 100 to Registrant’s Registration Statement on Form N-1A filed on November 19, 2013 |
| | | (xiv) | Fifteenth Amendment to the Transfer Agent Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 101 to Registrant’s Registration Statement on Form N-1A filed on December 9, 2013 |
| | | (xv) | Sixteenth Amendment to the Transfer Agent Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 102 to Registrant’s Registration Statement on Form N-1A filed on December 10, 2013 |
| | | (xvi) | Seventeenth Amendment to the Transfer Agent Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 124 to Registrant’s Registration Statement on Form N-1A filed on March 28, 2014 |
| | | (xvii) | Eighteenth Amendment to the Transfer Agent Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 129 to Registrant’s Registration Statement on Form N-1A filed on April 9, 2014 |
| | | (xviii) | Nineteenth Amendment to the Transfer Agent Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 134 to Registrant’s Registration Statement on Form N-1A filed on April 23, 2014 |
| | | (xix) | Twentieth Amendment to the Transfer Agent Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 140 to Registrant’s Registration Statement on Form N-1A filed on August 25, 2014 |
| | | (xx) | Twenty-first Amendment to the Transfer Agent Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 153 to Registrant’s Registration Statement on Form N-1A filed on December 16, 2014 |
| | | (xxi) | Twenty-second Amendment to the Transfer Agent Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 156 to Registrant’s Registration Statement on Form N-1A filed on December 30, 2014 |
| | | (xxii) | Twenty-third Amendment to the Transfer Agent Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 179 to Registrant’s Registration Statement on Form N-1A filed on September 25, 2015 |
| | | (xxiii) | Twenty-fourth Amendment to the Transfer Agent Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 193 to Registrant’s Registration Statement on Form N-1A filed on December 18, 2015 |
| | | (xxiv) | Twenty-fifth Amendment to the Transfer Agent Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 194 to Registrant’s Registration Statement on Form N-1A filed on December 21, 2015 |
| | | (xxv) | Twenty-sixth Amendment to the Transfer Agent Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 196 to Registrant’s Registration Statement on Form N-1A filed on December 23, 2015 |
| | | (xxvi) | Twenty-seventh Amendment to the Transfer Agent Servicing Agreement between the Trust and U.S. Bancorp Fund Services, LLC – incorporated herein by reference from Post-Effective Amendment No. 219 to Registrant’s Registration Statement on Form N-1A filed on March 29, 2016 |
| (14) | | | Consent of Independent Registered Public Accounting Firm is filed herewith |
| (15) | | | Not applicable. |
| (16) | | | Power of Attorneys for Robert J. Kern, David A. Massart, Leonard M. Rush and David M. Swanson dated November 18, 2015 – incorporated herein by reference from Post-Effective Amendment No. 217 to Registrant’s Registration Statement on Form N-1A filed on March 24, 2016 |
| (17) | | | Form of Proxy Card is filed herewith. |
ITEM 17. UNDERTAKINGS:
(1) The undersigned Registrant agrees that, prior to any public reoffering of the securities registered through the use of a prospectus which is part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, the reoffering prospectus will contain the information called for by the applicable registration form for the reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.
(2) The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act of 1933, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.
(3) The undersigned Registrant agrees to file, by post-effective amendment, an opinion of counsel supporting the tax consequences of the Reorganization within a reasonably prompt time after receipt of such opinion.
SIGNATURES
As required by the Securities Act of 1933, as amended, this registration statement has been signed on behalf of the Registrant, in the City of Milwaukee, State of Wisconsin on the 14th day of July, 2016.
| Managed Portfolio Series By: /s/ James R. Arnold James R. Arnold President |
As required by the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities on the 14th day of July, 2016.
Signature | | Title |
| | | |
| Robert J. Kern* | | Trustee |
| Robert J. Kern | | |
| | | |
| David A. Massart* | | Trustee |
| David A. Massart | | |
| | | |
| Leonard M. Rush* | | Trustee |
| Leonard M. Rush | | |
| | | |
| David M. Swanson* | | Trustee |
| David M. Swanson | | |
| | | |
/s/ James R. Arnold | | President and Principal Executive Officer |
| James R. Arnold | | |
| | | |
| /s/ Brian R. Wiedmeyer | | Treasurer and Principal Financial Officer |
| Brian R. Wiedmeyer | | |
| | | |
| *By: | /s/ James R. Arnold | | |
| | James R. Arnold, Attorney-In-Fact pursuant to Power of Attorney | | |
PART C
EXHIBIT INDEX
Exhibit Number | Description |
| (14) | Consent of Independent Registered Public Accounting Firm |
| (17) | Form of Proxy Card |
