UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________
FORM N-CSRS
________
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act file number 811-23091
Gallery Trust
(Exact name of registrant as specified in charter)
________
SEI Investments
One Freedom Valley Drive
Oaks, PA 19456
(Address of principal executive offices) (Zip code)
Michael Beattie
C/O SEI Investments
One Freedom Valley Drive
Oaks, PA 19456
(Name and address of agent for service)
Registrant’s telephone number, including area code: 1-888-832-4386
Date of fiscal year end: October 31, 2018
Date of reporting period April 30, 2018
Item 1. Reports to Stockholders.
The Registrant’s schedules as of the close of the reporting period, as set forth in §§ 210.12-12 through 210.12-14 of Regulation S-X [17 CFR §§ 210-12.12-12.14], are attached hereto.

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Gallery Trust | Mondrian International Equity Fund |
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TABLE OF CONTENTS | | | |
Schedule of Investments | | | 1 |
Statement of Assets and Liabilities | | | 6 |
Statement of Operations | | | 7 |
Statements of Changes in Net Assets | | 8 |
Financial Highlights | | | 9 |
Notes to Financial Statements | | | 10 |
Disclosure of Fund Expenses | | | 25 |
Approval of Investment Advisory Agreement | | 27 |
Fund Information | | | 31 |
The Fund files its complete schedule of investments of fund holdings with the Securities and Exchange Commission (the “Commission”) for the first and third quarters of each fiscal year on Form N-Q within sixty days of the period end. The Fund’s N-Q forms are available on the Commission’s website at http://www.sec. gov, and may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.
A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to fund securities, as well as information relating to how the Fund voted proxies relating to fund securities will be available (i) without charge, upon request, by calling 1-888-832-4386; and (ii) on the Commission’s website at http://www.sec.gov.
This report has been prepared for shareholders and may be distributed to others only if preceded or accompanied by an effective prospectus.
Gallery Trust Mondrian International Equity Fund
April 30, 2018 (Unaudited)
__________________________________________________________________
SCHEDULE OF INVESTMENTS
Sector Weightings†:

† Percentages based on total investments.
| | | |
COMMON STOCK — 98.6% | | | |
| Number of | | Value |
| Shares | | (U.S. $) |
AUSTRALIA — 1.2% | | | |
QBE Insurance Group | 828,748 | $ | 6,219,666 |
Total Australia | | | 6,219,666 |
|
CHINA — 2.0% | | | |
China Mobile . | 1,067,000 | | 10,183,023 |
Total China | | | 10,183,023 |
|
DENMARK — 1.3% | | | |
ISS | 182,325 | | 6,374,737 |
Total Denmark | | | 6,374,737 |
|
FRANCE — 6.1% | | | |
Cie de Saint-Gobain | 161,699 | | 8,463,753 |
Sanofi . | 197,657 | | 15,634,446 |
Societe Generale . | 123,391 | | 6,751,360 |
Total France | | | 30,849,559 |
The accompanying notes are an integral part of the financial statements.
1
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Gallery Trust | Mondrian International Equity Fund |
| April 30, 2018 (Unaudited) |
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COMMON STOCK — continued | | | |
| Number of | | Value |
| Shares | | (U.S. $) |
GERMANY — 10.2% | | | |
Allianz . | 53,628 | $ | 12,694,500 |
Bayerische Motoren Werke . | 44,534 | | 4,960,837 |
Daimler | 153,715 | | 12,131,521 |
Deutsche Telekom . | 541,842 | | 9,460,888 |
Evonik Industries . | 174,106 | | 6,186,954 |
SAP | 54,097 | | 6,019,630 |
Total Germany | | | 51,454,330 |
|
HONG KONG — 4.3% | | | |
CK Hutchison Holdings | 1,113,500 | | 13,168,694 |
Jardine Matheson Holdings . | 65,215 | | 3,961,054 |
WH Group . | 4,407,500 | | 4,595,873 |
Total Hong Kong | | | 21,725,621 |
|
ITALY — 6.4% | | | |
Enel | 2,543,486 | | 16,124,288 |
Eni | 817,485 | | 15,981,403 |
Total Italy | | | 32,105,691 |
|
JAPAN — 17.1% | | | |
Canon . | 71,200 | | 2,465,105 |
FUJIFILM Holdings . | 189,100 | | 7,623,951 |
Honda Motor . | 439,600 | | 15,143,127 |
Isuzu Motors | 240,700 | | 3,685,230 |
Kirin Holdings | 240,700 | | 6,761,008 |
Kyushu Railway | 139,500 | | 4,470,537 |
Mitsubishi Electric . | 407,600 | | 6,261,508 |
Otsuka Holdings . | 52,200 | | 2,734,778 |
Secom | 38,200 | | 2,867,817 |
Sekisui Chemical . | 342,300 | | 6,074,880 |
Sumitomo Electric Industries . | 427,300 | | 6,549,557 |
Takeda Pharmaceutical . | 269,600 | | 11,387,735 |
Tokio Marine Holdings | 208,252 | | 9,855,719 |
Total Japan | | | 85,880,952 |
The accompanying notes are an integral part of the financial statements.
2
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Gallery Trust | Mondrian International Equity Fund |
| April 30, 2018 (Unaudited) |
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COMMON STOCK — continued | | | | |
| | Number of | | Value |
| | Shares | | (U.S. $) |
NETHERLANDS — 5.9% | | | | |
Koninklijke Ahold Delhaize . | | 472,985 | $ | 11,396,664 |
Royal Dutch Shell PLC Class B^ . | | 508,252 | | 18,175,436 |
Total Netherlands | | | | 29,572,100 |
|
SINGAPORE — 5.7% | | | | |
Ascendas REIT | | 2,592,600 | | 5,213,696 |
Singapore Telecommunications | | 2,711,702 | | 7,185,866 |
United Overseas Bank | | 728,518 | | 16,491,398 |
Total Singapore | | | | 28,890,960 |
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SPAIN — 5.0% | | | | |
Banco Santander | | 542,593 | | 3,505,429 |
Iberdrola | | 1,673,246 | | 12,907,819 |
Telefonica . | | 869,931 | | 8,825,076 |
Total Spain | | | | 25,238,324 |
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SWEDEN — 4.4% | | | | |
Telefonaktiebolaget LM Ericsson Class B . | 904,642 | | 6,897,124 |
Telia . | | 3,066,919 | | 15,104,228 |
Total Sweden | | | | 22,001,352 |
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SWITZERLAND — 6.1% | | | | |
ABB | | 482,010 | | 11,269,474 |
Novartis . | | 125,105 | | 9,646,727 |
Zurich Insurance Group . | | 30,030 | | 9,593,800 |
Total Switzerland | | | | 30,510,001 |
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TAIWAN �� 1.6% | | | | |
Taiwan Semiconductor Manufacturing | 611,000 | | 4,657,784 |
Taiwan Semiconductor Manufacturing ADR . | 86,478 | | 3,325,079 |
Total Taiwan | | | | 7,982,863 |
The accompanying notes are an integral part of the financial statements.
3
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Gallery Trust | Mondrian International Equity Fund |
| April 30, 2018 (Unaudited) |
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COMMON STOCK — continued | | | |
| Number of | | Value |
| Shares | | (U.S. $) |
UNITED KINGDOM — 21.3% | | | |
BP PLC . | 1,789,378 | $ | 13,227,317 |
G4S PLC . | 2,711,449 | | 9,655,466 |
GlaxoSmithKline PLC | 617,388 | | 12,405,704 |
John Wood Group PLC . | 1,011,782 | | 7,912,782 |
Kingfisher PLC | 2,640,853 | | 11,006,235 |
Lloyds Banking Group PLC . | 14,840,698 | | 13,185,236 |
National Grid PLC . | 557,580 | | 6,467,541 |
SSE PLC . | 380,492 | | 7,234,987 |
Tesco PLC . | 5,048,667 | | 16,380,216 |
WPP PLC . | 583,044 | | 10,000,078 |
Total United Kingdom | | | 107,475,562 |
Total Common Stock | | | |
(Cost $446,035,896) . | | | 496,464,741 |
PREFERRED STOCK — 0.2% | | | |
GERMANY — 0.2% | | | |
Bayerische Motoren Werke 4.66% | 9,391 | | 907,435 |
Total Preferred Stock | | | |
(Cost $680,930) . | | | 907,435 |
Total Value of Securities — 98.8% | | | |
(Cost $446,716,826) | | $ | 497,372,176 |
Percentages are based on Net Assets of $503,407,981.
^ Security traded on the London Stock Exchange.
ADR — American Depositary Receipt
PLC — Public Limited Company
REIT — Real Estate Investment Trust
The accompanying notes are an integral part of the financial statements.
4
Gallery Trust Mondrian International Equity Fund
April 30, 2018 (Unaudited)
The following is a summary of the inputs used as of April 30, 2018 when valuing the Fund’s financial investments:
| | | | | | | | | |
Investments in Securities | | Level 1 | | Level 2‡ | | Level 3 | | | Total |
Common Stock | | | | | | | | | |
Australia | $ | — | $ | 6,219,666 | $ | | — | $ | 6,219,666 |
China | | — | | 10,183,023 | | | — | | 10,183,023 |
Denmark | | — | | 6,374,737 | | | — | | 6,374,737 |
France | | — | | 30,849,559 | | | — | | 30,849,559 |
Germany | | — | | 51,454,330 | | | — | | 51,454,330 |
Hong Kong | | — | | 21,725,621 | | | — | | 21,725,621 |
Italy | | — | | 32,105,691 | | | — | | 32,105,691 |
Japan | | — | | 85,880,952 | | | — | | 85,880,952 |
Netherlands | | — | | 29,572,100 | | | — | | 29,572,100 |
Singapore | | — | | 28,890,960 | | | — | | 28,890,960 |
Spain | | — | | 25,238,324 | | | — | | 25,238,324 |
Sweden | | — | | 22,001,352 | | | — | | 22,001,352 |
Switzerland | | — | | 30,510,001 | | | — | | 30,510,001 |
Taiwan | | 3,325,079 | | 4,657,784 | | | — | | 7,982,863 |
United Kingdom | | — | | 107,475,562 | | | — | | 107,475,562 |
Total Common Stock | | 3,325,079 | | 493,139,662 | | | — | | 496,464,741 |
Preferred Stock | | — | | 907,435 | | | — | | 907,435 |
Total Investments in | | | | | | | | | |
Securities | $ | 3,325,079 | $ | 494,047,097 | $ | | — | $ | 497,372,176 |
Changes in the classifications between Levels 1 and 2 occurred throughout the period when foreign equity securities were fair valued using other observable market based inputs provided by MarkIt in place of the closing exchange price due to events occurring after the close of the exchange or market on which the investment was principally traded.
As of April 30, 2018, securities with a total value of $441,685,332 were classified as Level 2 due to the application of the fair value provided by MarkIt. For the period ended April 30, 2018, there were no transfers between Level 2 and Level 3 assets and liabilities. All transfers were considered to have occurred as of the end of the period.
Amounts designated as “—” are $0 or have been rounded to $0.
The accompanying notes are an integral part of the financial statements.
5
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Gallery Trust | Mondrian International Equity Fund | |
| April 30, 2018 (Unaudited) | | |
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STATEMENT OF ASSETS AND LIABILITIES | | | | |
Assets: | | | | | |
Investments (Cost $446,716,826) | | $ | 497,372,176 | |
Foreign currency (Cost $231,381) | | | | 231,381 | |
Cash | | | | 906,590 | |
Reclaims receivable | | | | 2,607,148 | |
Receivable for investment securities sold | | | 2,362,672 | |
Dividends receivable | | | | 2,004,427 | |
Receivable for capital shares sold | | | | 173,819 | |
Unrealized appreciation on spot foreign currency contracts | | | 257 | |
Prepaid expenses | | | | 35,307 | |
Total assets | | | 505,693,777 | |
Liabilities: | | | | | |
Payable for investment securities purchased | | | 1,943,605 | |
Payable due to Investment Adviser | | | | 248,708 | |
Payable due to Administrator | | | | 45,246 | |
Chief Compliance Officer fees payable | | | | 1,998 | |
Payable due to Trustees | | | | 515 | |
Unrealized depreciation on spot foreign currency contracts | | | 403 | |
Payable for capital shares redeemed | | | | 82 | |
Other accrued expenses | | | | 45,239 | |
Total liabilities | | | | 2,285,796 | |
Net assets | | $ | 503,407,981 | |
Net assets consist of: | | | | | |
Paid-in capital | | $ | 446,458,877 | |
Undistributed net investment income | | | | 3,915,996 | |
Accumulated net realized gain on investments and foreign | | | | |
currency transactions | | | | 2,393,695 | |
Net unrealized appreciation on investments | | | 50,655,350 | |
Net unrealized depreciation on foreign currency transactions | | | | |
and translation of other assets and liabilities denominated | | | | |
in foreign currency . | | | | (15,937 | ) |
Net assets | | $ | 503,407,981 | |
Net Asset Value, Offering and Redemption Price Per Share – | | | | |
Shares of Beneficial Interest Outstanding | | | | |
(unlimited authorization - no par value) | | | | |
($503,407,981 ÷ 31,649,652 shares) | | | $ | 15.91 | |
The accompanying notes are an integral part of the financial statements.
6
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Gallery Trust | Mondrian International Equity Fund | |
| For the Six Months Ended | |
| April 30, 2018 (Unaudited) | |
|
STATEMENT OF OPERATIONS | | | | |
Investment income | | | | |
Dividends | | $ | 8,727,525 | |
Less: foreign taxes withheld . | | | (710,541 | ) |
Total investment income | | | 8,016,984 | |
Expenses | | | | |
Investment advisory fees | | | 1,867,340 | |
Accounting and administration fees | | | 287,760 | |
Custodian fees | | | 49,798 | |
Dividend disbursing and transfer agent fees and expenses | | 28,418 | |
Registration fees | | | 22,521 | |
Legal fees | | | 17,776 | |
Audit and tax | | | 12,055 | |
Other | | | 11,995 | |
Printing fees | | | 10,535 | |
Trustees’ fees and expenses | | | 8,724 | |
Chief Compliance Officer fees | | | 2,914 | |
Total expenses | | | 2,319,836 | |
Less: | | | | |
Investment advisory fees waived | | | (212,379 | ) |
Net expenses | | | 2,107,457 | |
Net investment income | | | 5,909,527 | |
Net realized gain on: | | | | |
Investments | | | 20,462,125 | |
Foreign currency transactions | | | 122,997 | |
Net realized gain | | | 20,585,122 | |
Net change in unrealized appreciation/(depreciation) on: | | | |
Investments | | | (9,583,316 | ) |
Foreign currency transactions and translation of other assets and | | | |
liabilities denominated in foreign currency | | (6,285 | ) |
Net change in unrealized appreciation/(depreciation) | | (9,589,601 | ) |
Net realized and unrealized gain | | | 10,995,521 | |
Net increase in net assets resulting from operations | $ | 16,905,048 | |
The accompanying notes are an integral part of the financial statements.
7
Gallery Trust Mondrian International Equity Fund
| | | | | | |
STATEMENTS OF CHANGES IN NET ASSETS | | | | | | |
| | Six-month | | | | |
| | period ended | | | | |
| | April 30, 2018 | | | Year ended | |
| | (Unaudited) | | | October 31, 2017 | |
Operations: | | | | | | |
Net investment income | $ | 5,909,527 | | $ | 15,859,800 | |
Net realized gain on investments and foreign | | | | | | |
currency transactions | | 20,585,122 | | | 19,519,899 | |
Net change in unrealized appreciation/ | | | | | | |
(depreciation) on investments, foreign currency | | | | | | |
transactions and translation of other assets and | | | | | | |
liabilities denominated in foreign currency | | (9,589,601 | ) | | 74,015,792 | |
Net increase in net assets resulting from operations. | | 16,905,048 | | | 109,395,491 | |
Dividends and distributions from: | | | | | | |
Net investment income | | (17,091,535 | ) | | (11,061,260 | ) |
Total dividends and distributions | | (17,091,535 | ) | | (11,061,260 | ) |
Capital share transactions (1) : | | | | | | |
Issued | | 28,251,744 | | | 172,146,981 | |
Reinvestment of dividends | | 12,352,316 | | | 7,229,070 | |
Redemption fees - Note 2 | | — | | | 5,891 | |
Redeemed | | (117,807,276 | ) | | (117,195,080 | ) |
Net increase/(decrease) in net assets from capital | | | | | | |
share transactions | | (77,203,216 | ) | | 62,186,862 | |
Total increase/(decrease) in net assets | | (77,389,703 | ) | | 160,521,093 | |
Net assets: | | | | | | |
Beginning of period | | 580,797,684 | | | 420,276,591 | |
End of period | $ | 503,407,981 | | $ | 580,797,684 | |
Undistributed net investment income. | $ | 3,915,996 | | $ | 15,098,004 | |
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(1) See Note 9 – Share transactions in Notes to the Financial Statements. | | | | |
The accompanying notes are an integral part of the financial statements.
8
Gallery Trust Mondrian International Equity Fund
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FINANCIAL HIGHLIGHTS | | | | | | | | | | | | | | | | |
Selected per share data & ratios | | | | | | | | | | | | | | | | |
for a share outstanding throughout the period | | | | | | | | | | | | | |
| | Six-month | | | | | | | | | | | | | | | | |
| | period | | | | | | | | | | | | | | | | |
| | ended | | | | | | Year Ended | | | | | | | |
| | 4/30/18 | | | | | | | | | | | | | | | | |
| | (Unaudited) | | | 10/31/17 | | | 10/31/16(2) | | | 10/31/15(2) | | | 10/31/14(2) | | | 10/31/13(2) | |
Net asset value, beginning of | | | | | | | | | | | | | | | | | | |
period | $ | 15.97 | | $ | 13.46 | | $ | 14.24 | | $ | 15.12 | | $ | 15.34 | | $ | 12.84 | |
Income/(loss) from operations:(1) | | | | | | | | | | | | | | | | | | |
Net investment income | | 0.17 | | | 0.42 | | | 0.43 | | | 0.38 | | | 0.63 | | | 0.34 | |
Net realized and unrealized gain/ | | | | | | | | | | | | | | | | | | |
(loss) on investments . | | 0.25 | | | 2.40 | | | (0.84 | ) | | (0.58 | ) | | (0.43 | ) | | 2.70 | |
Total gain/(loss) from operations. | | 0.42 | | | 2.82 | | | (0.41 | ) | | (0.20 | ) | | 0.20 | | | 3.04 | |
Redemption fees | | — | | | —(4 | ) | | —(4 | ) | | — | | | — | | | — | |
Dividends and distributions from: | | | | | | | | | | | | | | | | | | |
Net investment income | | (0.48 | ) | | (0.31 | ) | | (0.37 | ) | | (0.68 | ) | | (0.42 | ) | | (0.54 | ) |
Total dividends and distributions | | (0.48 | ) | | (0.31 | ) | | (0.37 | ) | | (0.68 | ) | | (0.42 | ) | | (0.54 | ) |
Net asset value, end of period | $ | 15.91 | | $ | 15.97 | | $ | 13.46 | | $ | 14.24 | | $ | 15.12 | | $ | 15.34 | |
Total return† | | 2.67 | % | | 21.39 | % | | (2.83 | )% | | (1.39 | )% | | 1.46 | % | | 24.59 | % |
Ratios and supplemental data | | | | | | | | | | | | | | | | | | |
Net assets, end of period | | | | | | | | | | | | | | | | | | |
($ Thousands) | $ | 503,408 | | $ | 580,798 | | $ | 420,277 | | $ | 358,381 | | $ | 446,527 | | $ | 491,683 | |
Ratio of expenses to average net | | | | | | | | | | | | | | | | | | |
assets (including waivers and | | | | | | | | | | | | | | | | | | |
reimbursements) | | 0.79 | %* | | 0.79 | % | | 0.82 | % | | 0.88 | % | | 0.86 | % | | 0.88 | % |
Ratio of expenses to average net | | | | | | | | | | | | | | | | | | |
assets (excluding waivers and | | | | | | | | | | | | | | | | | | |
reimbursements) | | 0.87 | %* | | 0.85 | % | | 0.89 | % | | 0.88 | % | | 0.86 | % | | 0.88 | % |
Ratio of net investment income | | | | | | | | | | | | | | | | | | |
to average net assets | | 2.22 | %* | | 2.91 | % | | 3.20 | % | | 2.54 | % | | 4.04 | % | | 2.48 | % |
Portfolio turnover rate | | 10 | %** | | 28 | %(3) | | 20 | % | | 28 | %(3) | | 21 | % | | 20 | % |
(1) Per share calculations were performed using average shares for the period.
(2) On March 14, 2016, The International Equity Portfolio, a series of Delaware Pooled Trust (the “Predecessor Fund”) was reorganized into the Mondrian International Equity Fund. Information presented prior to March 14, 2016 is that of the Predecessor Fund. See Note 1 in Notes to Financial Statements.
(3) Excludes the value of Portfolio securities received or delivered as a result of in-kind purchases or redemptions of the Portfolio’s capital shares.
(4) Value is less than $0.01 per share.
* | Annualized. |
** | Portfolio turnover is for the period indicated and has not been annualized. |
† | Total return is for the period indicated and has not been annualized. Returns shown do not reflect the deductions of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Total return may have been lower had the Adviser not waived its fee and/or reimbursed other expenses. |
Amounts designated as “—” are $0 or have been rounded to $0.
The accompanying notes are an integral part of the financial statements.
9
Gallery Trust Mondrian International Equity Fund
April 30, 2018 (Unaudited)
NOTES TO FINANCIAL STATEMENTS
1. Organization
Gallery Trust (the “Trust”), is organized as a Delaware statutory trust under an Agreement and Declaration of Trust dated August 25, 2015. The Trust is registered under the Investment Company Act of 1940 (the “1940 Act”), as amended, as an open-end investment management company with one fund. The financial statements herein are those of the Mondrian International Equity Fund (the “Fund”). The Fund is classified as a diversified investment company under the 1940 Act. The investment objective of the Fund is to seek long-term total return by investing at least 80% of its net assets, plus any borrowings for investment purposes, in equity securities. Mondrian Investment Partners Limited, a limited company organized under the laws of England and Wales in 1990, serves as the Fund’s investment adviser (“Mondrian” or the “Adviser”). The Adviser makes investment decisions for the Fund and continuously reviews, supervises and administers the investment program of the Fund, subject to the supervision of, and policies established by, the Trustees of the Trust.
The Fund operated as The International Equity Portfolio, a series of Delaware Pooled Trust (the “Predecessor Fund”), prior to the Fund’s acquisition of the assets and assumption of the liabilities of the Predecessor Fund (the “Reorganization”) on March 14, 2016 in a tax-free transaction. The Fund had no operations prior to the Reorganization. The Predecessor Fund was managed by Delaware Management Company, a series of Delaware Management Business Trust (the “Predecessor Adviser”), and sub-advised by Mondrian Investment Partners Limited. The Predecessor Fund had substantially similar investment objectives and strategies as those of the Fund. The financial statements and financial highlights reflect the financial information of the Predecessor Fund for periods prior to March 14, 2016.
2. Significant accounting policies
The following are significant accounting policies, which are consistently followed in the preparation of the financial statements of the Fund. The Fund is an investment company that applies the accounting and reporting guidance issued in Topic 946 by the U.S. Financial Accounting Standards Board (“FASB”).
Use of estimates — The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect the
10
Gallery Trust Mondrian International Equity Fund
April 30, 2018 (Unaudited)
NOTES TO FINANCIAL STATEMENTS (continued)
fair value of assets, the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates and such differences could be material.
Valuation of investments — Securities listed on a securities exchange, market or automated quotation system for which quotations are readily available (except for securities traded on NASDAQ), including securities traded over the counter, are valued at the last quoted sale price on an exchange or market (foreign or domestic) on which they are traded on valuation date (or at approximately 4:00 pm ET if a security’s primary exchange is normally open at that time), or, if there is no such reported sale on the valuation date, at the most recent quoted bid price. For securities traded on NASDAQ, the NASDAQ Official Closing Price will be used. The prices for foreign securities will be reported in local currency and converted to U.S. dollars using currency exchange rates.
Securities for which market prices are not “readily available” are valued in accordance with fair value procedures established by the Fund’s Board of Trustees (the “Board”). The Fund’s fair value procedures are implemented through a fair value pricing committee (the “Committee”) designated by the Board. Some of the more common reasons that may necessitate that a security be valued using fair value procedures include: the security’s trading has been halted or suspended; the security has been de-listed from a national exchange; the security’s primary trading market is temporarily closed at a time when under normal conditions it would be open; or the security’s primary pricing source is not able or willing to provide a price. When a security is valued in accordance with the fair value procedures, the Committee will determine the value after taking into consideration relevant information reasonably available to the Committee.
For securities that principally trade on a foreign market or exchange, a significant gap in time can exist between the time of a particular security’s last trade and the time at which the Fund calculates its net asset value. The closing prices of such securities may no longer reflect their market value at the time the Fund calculates net asset value if an event that could materially affect the value of those securities (a “Significant Event”) has occurred between the time of the security’s last
11
Gallery Trust Mondrian International Equity Fund
April 30, 2018 (Unaudited)
NOTES TO FINANCIAL STATEMENTS (continued)
close and the time that the Fund calculates net asset value. A Significant Event may relate to a single issuer or to an entire market sector. If the Fund’s Adviser becomes aware of a Significant Event that has occurred with respect to a security or group of securities after the closing of the exchange or market on which the security or securities principally trade, but before the time at which the Fund calculates net asset value, it may request that a Committee meeting be called.
The Fund uses MarkIt Fair Value (“MarkIt”) as a third party fair valuation vendor. MarkIt provides a fair value for foreign securities held by the Fund based on certain factors and methodologies (involving, generally, tracking valuation correlations between the U.S. market and each non-U.S. security) applied by MarkIt in the event that there is a movement in the U.S. market that exceeds a specific threshold that has been established by the Committee. The Committee has also established a “confidence interval” which is used to determine the level of correlation between the value of a foreign security and movements in the U.S. market before a particular security is fair valued when the threshold is exceeded. In the event that the threshold established by the Committee is exceeded on a specific day, the Fund values the non-U.S. securities in their portfolios that exceed the applicable “confidence interval” based upon the fair values provided by MarkIt. In such event, it is not necessary to hold a Committee meeting. In the event that the Adviser believes that the fair values provided by MarkIt are not reliable, the Adviser contacts the Fund’s Administrator and requests that a meeting of the Committee be held.
If a local market in which the Fund owns securities is closed for one or more days, the Fund shall value all securities held in the corresponding currency based on the fair value prices provided by MarkIt using the predetermined confidence interval discussed above.
In accordance with the authoritative guidance on fair value measurements and disclosure under U.S. GAAP, the Fund discloses the fair value of its investments in a hierarchy that prioritizes the inputs to valuation techniques used to measure the fair value. The objective of a fair value measurement is to determine the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price).
12
Gallery Trust Mondrian International Equity Fund
April 30, 2018 (Unaudited)
NOTES TO FINANCIAL STATEMENTS (continued)
Accordingly, the fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:
Level 1 — Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.
Level 2 — Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar instruments in active markets, and inputs other than quoted prices that are observable for the asset or liability.
Level 3 — Inputs are unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability.
Investments are classified within the level of the lowest significant input considered in determining fair value. Investments classified within Level 3 whose fair value measurement considers several inputs may include Level 1 or Level 2 inputs as components of the overall fair value measurement.
Fair value measurement classifications are summarized in the Fund’s Schedule of Investments.
For the six months ended April 30, 2018, there have been no significant changes to the Fund’s fair valuation methodology.
Federal income taxes — It is the Fund’s intention to continue to qualify as a regulated investment company for Federal income tax purposes by complying with the appropriate provisions of Subchapter M of the Internal Revenue Code of 1986. Accordingly, no provision for Federal income taxes has been made in the financial statements.
The Fund evaluates tax positions taken or expected to be taken in the course of preparing the Fund’s tax returns to determine whether it is “more-likely-than-not” (i.e., greater than 50-percent) that each tax position will be sustained upon examination by a taxing authority based on the technical merits of the position. Tax positions not deemed to
13
Gallery Trust Mondrian International Equity Fund
April 30, 2018 (Unaudited)
NOTES TO FINANCIAL STATEMENTS (continued)
meet the more-likely-than-not threshold are recorded as a tax benefit or expense in the current year. The Fund did not record any tax provision in the current period. However, management’s conclusions regarding tax positions taken may be subject to review and adjustment at a later date based on factors including, but not limited to, examination by tax authorities (i.e., the last three tax year ends, as applicable), on-going analysis of and changes to tax laws, regulations and interpretations thereof.
As of and during the six months ended April 30, 2018, the Fund did not have a liability for any unrecognized tax benefits. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations. During the six months ended April 30, 2018, the Fund did not incur any interest or penalties.
Security transactions, dividend and investment income — Security transactions are accounted for on trade date basis for financial reporting purposes. Costs used in determining realized gains and losses on the sale of investment securities are based on the specific identification method. Dividend income is recognized on the ex-dividend date. Certain dividends from foreign securities will be recorded as soon as the Fund is informed of the dividend, net of withholding taxes, if such information is obtained subsequent to the ex-dividend date.
Foreign currency translation — The books and records of the Fund are maintained in U.S. dollars. Investment securities and other assets and liabilities denominated in a foreign currency are translated into U.S. dollars on the date of valuation. The Fund does not isolate that portion of realized or unrealized gains and losses resulting from changes in the foreign exchange rate from fluctuations arising from changes in the market prices of the securities. These gains and losses are included in net realized and unrealized gains and losses on investments on the Statement of Operations.
Net realized and unrealized gains and losses on foreign currency transactions represent net foreign exchange gains or losses from foreign currency exchange contracts, disposition of foreign currencies, currency gains or losses realized between trade and settlement dates on securities
14
Gallery Trust Mondrian International Equity Fund
April 30, 2018 (Unaudited)
NOTES TO FINANCIAL STATEMENTS (continued)
transactions and the difference between the amount of the investment income and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid.
Forward Foreign Currency Contracts — The Fund may enter into forward foreign currency contracts as hedges against either specific transactions, fund positions or anticipated fund positions. The Fund may also engage in currency transactions to enhance the Fund’s returns. All commitments are “marked-to-market” daily at the applicable foreign exchange rate, and any resulting unrealized gains or losses are recorded currently. The Fund realizes gains and losses at the time forward contracts are extinguished. Unrealized gains or losses on outstanding positions in forward foreign currency contracts held at the close of the period are recognized as ordinary income or loss for Federal income tax purposes. The Fund could be exposed to risk if the counterparties to the contracts are unable to meet the terms of the contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. Finally, the risk exists that losses could exceed amounts disclosed on the Statement of Assets and Liabilities. There were no open forward foreign currency contracts as of April 30, 2018.
Dividends and distributions to shareholders — The Fund distributes its net investment income, and makes distributions from its net realized capital gains, if any, at least annually. All distributions are recorded on ex-dividend date.
Redemption fees — Prior to March 1, 2017, the Fund retained a redemption fee of 2.00% on redemptions of capital shares held for less than thirty days. For the six months ended April 30, 2018 and the year ended October 31, 2017, the Fund retained redemption fees of $0 and $5,891, respectively. Such fees were retained by the Fund for the benefit of the remaining shareholders and were recorded as additions to fund capital.
Expenses — Expenses that are directly related to the Fund are charged to the Fund. Other operating expenses of the Trust are prorated to the funds based on the number of funds and/or relative daily net assets.
15
Gallery Trust Mondrian International Equity Fund
April 30, 2018 (Unaudited)
NOTES TO FINANCIAL STATEMENTS (continued)
3. Transactions with affiliates
Certain officers of the Trust are also employees of SEI Investments Global Funds Services (the “Administrator”), a wholly owned subsidiary of SEI Investments Company, and/or SEI Investments Distribution Co. (the “Distributor”). Such officers are paid no fees by the Trust, other than the Chief Compliance Officer (“CCO”) as described below, for serving as officers of the Trust.
A portion of the services provided by the CCO and his staff, who are employees of the Administrator, are paid for by the Trust as incurred. The services include regulatory oversight of the Trust’s advisors and service providers, as required by SEC regulations. The CCO’s services and fees have been approved by and are reviewed by the Board.
4. Administration, Custodian, Transfer Agent and Distribution Agreements
The Fund and the Administrator are parties to an Administration Agreement under which the Administrator provides administrative services to the Fund. For these services, the Administrator is paid an asset based fee, which will vary depending on the number of share classes and the average daily net assets of the Fund. For the six months ended April 30, 2018, the Fund paid $287,760 for these services. Expenses incurred under the agreements are shown in the Statement of Operations as “Accounting and administration fees”.
Brown Brothers Harriman & Co., (the “Custodian”) serves as the Fund’s Custodian pursuant to a custody agreement. Atlantic Shareholder Services, LLC (the “Transfer Agent”) serves as the Fund’s Transfer Agent pursuant to a transfer agency agreement.
5. Investment Advisory Agreement
Under the terms of an investment advisory agreement, the Adviser provides investment advisory services to the Fund. The Adviser is entitled to a fee, which is calculated daily and paid monthly, at an annual rate of 0.70% of the Fund’s average daily net assets.
The Adviser has contractually agreed to reduce its fees and/or reimburse expenses to the extent necessary to keep total annual Fund operating expenses (excluding interest, taxes, brokerage commissions, acquired
16
Gallery Trust Mondrian International Equity Fund
April 30, 2018 (Unaudited)
NOTES TO FINANCIAL STATEMENTS (continued)
fund fees and expenses, and non-routine expenses (collectively “excluded expenses”)) from exceeding 0.79% of the Fund’s average daily net assets until February 28, 2019 (the “Expense Limitation”). This agreement may be terminated: (i) by the Board of Trustees of the Fund for any reason at any time, or (ii) by the Adviser, upon ninety (90) days’ prior written notice to the Trust, effective as of the close of business on February 28, 2019.
6. Investment transactions
For the six months ended April 30, 2018, the Fund made purchases of $53,170,191 and sales of $143,381,109 in investment securities other than long-term U.S. Government and short-term securities. There were no purchases or sales of long-term U.S. Government securities.
7. In-Kind transfer of securities
There were no in-kind transactions for the six months ended April 30, 2018.
During the year ended October 31, 2017, the Fund had no in-kind redemptions. In-kind purchase transactions associated with the Fund were as follows:
| | | | | | |
| | Value of | | | | |
| | Securities | | Cash | | Total |
12/01/16 | $ | 62,236,951 | $ | 2,240,553 | $ | 64,477,504 |
01/03/17 | | 21,671,352 | | 471,091 | | 22,142,443 |
8. Federal tax information
The amount and character of income and capital gain distributions to be paid, if any, are determined in accordance with Federal income tax regulations, which may differ from U.S. GAAP. As a result, net investment income/(loss) and net realized gain/(loss) on investment transactions for a reporting period may differ significantly from distributions during such period. These book/tax differences may be temporary or permanent. To the extent these differences are permanent in nature, they are charged or credited to undistributed net investment income/(loss), accumulated net realized gain/(loss) or paid-in capital, as appropriate, in the period that the differences arise.
The character of distributions made during the year from net investment income or net realized gains may differ from their ultimate characterization
17
Gallery Trust Mondrian International Equity Fund
April 30, 2018 (Unaudited)
NOTES TO FINANCIAL STATEMENTS (continued)
for federal income tax purposes. Also, due to the timing of dividend distributions, the fiscal year in which amounts are distributed may differ from the year that the income or realized gains (losses) were recorded by the Fund. Income dividends and capital gain distributions are determined in accordance with federal income tax regulations, which may differ from U.S. GAAP. These differences are primarily due to differing treatments for forwards, foreign currency transactions, wash sale loss deferrals, investments in REITs and investments in PFICs. Distributions during the years ended October 31, 2017 and October 31, 2016 were as follows:
| | | | | | |
| | Ordinary | Long-Term | | |
| | Income | Capital Gain | | Total |
2017 | $ | 11,061,260 | $ | — | $ | 11,061,260 |
2016 | | 9,309,855 | | — | | 9,309,855 |
As of October 31, 2017, the components of Distributable Earnings on a tax basis were as follows:
| | | |
Undistributed Ordinary Income | $ | 16,045,514 | |
Capital loss carryforwards | | (13,859,481 | ) |
Unrealized Appreciation | | 54,949,558 | |
Total Distributable Earnings | $ | 57,135,591 | |
For Federal income tax purposes, capital losses incurred in taxable years beginning before December 22, 2010 may be carried forward for a maximum period of eight years and applied against future net capital gains. Under the Regulated Investment Company Modernization Act of 2010, the Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to the losses incurred in pre-enactment taxable years. As a result of this ordering rule, pre-enactment capital loss carryforwards may be more likely to expire unused. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law. The capital loss carryforwards are noted below:
18
Gallery Trust Mondrian International Equity Fund
April 30, 2018 (Unaudited)
NOTES TO FINANCIAL STATEMENTS (continued)
Pre-Enactment
| | | |
| | | Total Capital Loss |
| Expiring 2018 | | Carryforwards |
|
$ | 13,859,481 | $ | 13,859,481 |
During the year ended October 31, 2017, the Fund utilized capital loss carryforwards of $19,898,918 to offset capital gains.
The Federal tax cost and aggregate gross unrealized appreciation and depreciation for the investments held by the Fund at April 30, 2018, were as follows:
| | | | | | | | | | | | | |
| | | | Aggregate | | | Aggregate | | | | | | |
| | | | Gross | | | Gross | | | | | | |
| Federal Tax | | | Unrealized | | | Unrealized | | | Net Unrealized | |
| Cost | | | Appreciation | | Depreciation | | | Appreciation | |
$ | 451,987,215 | | $ | 63,259,135 | $ | (17,874,174 | ) | $ | 45,384,961 | |
|
| 9 Share transactions | | | | | | | | | | | | |
| The share transactions are shown below: | | | | | | | |
| | | | | | | Six-month | | | |
| | | | | | | period ended | | Year ended | |
| | | | | | | April 30, 2018 | | October 31, | |
| | | | | | | (Unaudited) | | 2017 | |
| Shares transactions: | | | | | | | | | | | | |
| Institutional Class shares | | | | | | | | | |
| Issued | | | | | | 1,757,368 | | 12,536,376 | |
| Reinvestment of dividends | | | 787,273 | | 543,948 | |
| Redeemed | | | | | | (7,255,501 | ) | (7,936,911 | ) |
| Net increase/(decrease) in shares outstanding | (4,710,860 | ) | 5,143,413 | |
10. Risks associated with financial instruments
As with all mutual funds, a shareholder of the Fund is subject to the risk that his or her investment could lose money. The Fund is subject to the principal risks noted below, any of which may adversely affect the Fund’s net asset value and ability to meet its investment objective. A more complete description of risks associated with the Fund is included in the prospectus.
19
Gallery Trust Mondrian International Equity Fund
April 30, 2018 (Unaudited)
NOTES TO FINANCIAL STATEMENTS (continued)
Equity risk
Since it purchases equity securities, the Fund is subject to the risk that stock prices may fall over short or extended periods of time. Historically, the equity markets have moved in cycles, and the value of the Fund’s equity securities may fluctuate from day to day. Individual companies may report poor results or be negatively affected by industry and/or economic trends and developments. The prices of securities issued by such companies may suffer a decline in response. These factors contribute to price volatility, which is the principal risk of investing in the Fund.
Preferred stocks risk
Preferred stocks are sensitive to interest rate changes, and are also subject to equity risk, which is the risk that stock prices will fall over short or extended periods of time. The rights of preferred stocks on the distribution of a company’s assets in the event of a liquidation are generally subordinate to the rights associated with a company’s debt securities.
Convertible securities risk
The value of a convertible security is influenced by changes in interest rates (with investment value declining as interest rates increase and increasing as interest rates decline) and the credit standing of the issuer. The price of a convertible security will also normally vary in some proportion to changes in the price of the underlying common stock because of the conversion or exercise feature.
Rights and warrants risk
Investments in rights or warrants involve the risk of loss of the purchase value of a right or warrant if the right to subscribe to additional shares is not exercised prior to the right’s or warrant’s expiration. Also, the purchase of rights and/or warrants involves the risk that the effective price paid for the right and/or warrant added to the subscription price of the underlying security may exceed the market price of the underlying security in instances such as those where there is no movement in the price of the underlying security.
20
Gallery Trust Mondrian International Equity Fund
April 30, 2018 (Unaudited)
NOTES TO FINANCIAL STATEMENTS (continued)
Foreign company risk
Investing in foreign companies, including direct investments and investments through depositary receipts, poses additional risks since political and economic events unique to a country or region will affect those markets and their issuers. These risks will not necessarily affect the U.S. economy or similar issuers located in the U.S. Securities of foreign companies may not be registered with the SEC and foreign companies are generally not subject to the regulatory controls imposed on U.S. issuers and, as a consequence, there is generally less publically available information about foreign securities than is available about domestic securities. Income from foreign securities owned by the Fund may be reduced by a withholding tax at the source, which tax would reduce income received from the securities comprising the portfolio. Foreign securities may also be more difficult to value than securities of U.S. issuers. While depositary receipts provide an alternative to directly purchasing the underlying foreign securities in their respective national markets and currencies, investments in depositary receipts continue to be subject to many of the risks associated with investing directly in foreign securities.
Emerging markets securities risk
The Fund’s investments in emerging markets securities are considered speculative and subject to heightened risks in addition to the general risks of investing in foreign securities. Unlike more established markets, emerging markets may have governments that are less stable, markets that are less liquid and economies that are less developed. In addition, the securities markets of emerging market countries may consist of companies with smaller market capitalizations and may suffer periods of relative illiquidity; significant price volatility; restrictions on foreign investment; and possible restrictions on repatriation of investment income and capital. Furthermore, foreign investors may be required to register the proceeds of sales, and future economic or political crises could lead to price controls, forced mergers, expropriation or confiscatory taxation, seizure, nationalization or creation of government monopolies.
21
Gallery Trust Mondrian International Equity Fund
April 30, 2018 (Unaudited)
NOTES TO FINANCIAL STATEMENTS (continued)
Supranational entities risk
Government members, or “stockholders,” usually make initial capital contributions to a supranational entity and in many cases are committed to make additional capital contributions if the supranational entity is unable to repay its borrowings. There is no guarantee, however, that one or more stockholders of the supranational entity will continue to make any necessary additional capital contributions. If such contributions are not made, the entity may be unable to pay interest or repay principal on its debt securities, and the Fund may lose money on such investments.
Foreign currency risk
As a result of the Fund’s investments in securities denominated in, and/or receiving revenues in, foreign currencies, the Fund will be subject to currency risk. Currency risk is the risk that foreign currencies will decline in value relative to the U.S. dollar or, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency hedged. In either event, the dollar value of an investment in the Fund would be adversely affected.
Derivatives risk
The Fund’s use of forward contracts and participatory notes is subject to market risk, correlation risk, credit risk, valuation risk and liquidity risk. Market risk is the risk that the market value of an investment may move up and down, sometimes rapidly and unpredictably. Correlation risk is the risk that changes in the value of the derivative may not correlate perfectly or at all with the underlying asset, rate or index. Credit risk is the risk that the counterparty to a derivative contract will default or otherwise become unable to honor a financial obligation. Valuation risk is the risk that the derivative may be difficult to value. Liquidity risk is described below. The Fund’s use of forwards is also subject to leverage risk and hedging risk. Leverage risk is the risk that the use of leverage may amplify the effects of market volatility on the Fund’s share price and may also cause the Fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations. Hedging risk is the risk that derivatives instruments used for hedging purposes may also limit any potential gain that may result from the increase in value of the hedged asset. To the extent that the Fund engages in hedging strategies, there can be no assurance that such strategy will be effective or that there will be a hedge in place at any
22
Gallery Trust Mondrian International Equity Fund
April 30, 2018 (Unaudited)
NOTES TO FINANCIAL STATEMENTS (continued)
given time. Each of these risks could cause the Fund to lose more than the principal amount invested in a derivative instrument.
Fixed income risk
Fixed income securities are subject to a number of risks, including credit and interest rate risks. Credit risk is the risk that the issuer or obligor will not make timely payments of principal and interest. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also affect the value of the Fund’s investment in that issuer. Interest rate risk is the risk that the value of a fixed income security will fall when interest rates rise. In general, the longer the maturity of a fixed income security, the more likely its value will decline when interest rates rise. Risks associated with rising interest rates are heightened given that interest rates in the U.S. are at, or near, historic lows.
Foreign sovereign debt securities risk
The Fund’s investments in foreign sovereign debt securities are subject to the risks that: (i) the governmental entity that controls the repayment of sovereign debt may not be willing or able to repay the principal and/or interest when it becomes due, due to factors such as debt service burden, political constraints, cash flow problems and other national economic factors; (ii) governments may default on their debt securities, which may require holders of such securities to participate in debt rescheduling or additional lending to defaulting governments; and (iii) there is no bankruptcy proceeding by which defaulted sovereign debt may be collected in whole or in part.
Foreign government agencies risk
Bonds issued by government agencies, subdivisions or instrumentalities of foreign governments are generally backed only by the general creditworthiness and reputation of the entity issuing the bonds and may not be backed by the full faith and credit of the foreign government. Moreover, a foreign government that explicitly provides its full faith and credit to a particular entity may be, due to changed circumstances, unable or unwilling to provide that support. A foreign government agency’s operations and financial condition are influenced by the foreign government’s economic and other policies.
23
Gallery Trust Mondrian International Equity Fund
April 30, 2018 (Unaudited)
NOTES TO FINANCIAL STATEMENTS (concluded)
Corporate fixed income securities risk
Corporate fixed income securities respond to economic developments, especially changes in interest rates, as well as perceptions of the creditworthiness and business prospects of individual issuers.
Liquidity risk
Certain securities may be difficult or impossible to sell at the time and the price that the Fund would like. The Fund may have to lower the price, sell other securities instead or forgo an investment opportunity, any of which could have a negative effect on Fund management or performance.
Large purchase and redemption risk
Large purchases or redemptions of the Fund’s shares may force the Fund to purchase or sell securities at times when it would not otherwise do so, and may cause the Fund’s portfolio turnover rate and transaction costs to rise, which may negatively affect the Fund’s performance and have adverse tax consequences for Fund shareholders.
11. Indemnifications
In the normal course of business, the Fund enters into contracts that provide general indemnifications. The Fund’s maximum exposure under these arrangements is dependent on future claims that may be made against the Fund and, therefore, cannot be established; however, based on experience, the risk of loss from such claims is considered remote.
12. Other
At April 30, 2018, 63% of total shares outstanding were held by three record shareholders each owning 10% or greater of the aggregate total shares outstanding. Some of these shareholders were comprised of omnibus accounts that were held on behalf of various shareholders.
13. Subsequent events
The Fund has evaluated the need for disclosures and/or adjustments resulting from subsequent events through the date the financials were issued. Based on this evaluation, no disclosures and/or adjustments were required to the financial statements as of April 30, 2018.
24
Gallery Trust Mondrian International Equity Fund
April 30, 2018 (Unaudited)
DISCLOSURE OF FUND EXPENSES
All mutual funds have operating expenses. As a shareholder of a mutual fund, your investment is affected by these ongoing costs, which include (among others) costs for fund management, administrative services, and shareholder reports like this one. It is important for you to understand the impact of these costs on your investment returns.
Operating expenses such as these are deducted from the mutual fund’s gross income and directly reduce its final investment return. These expenses are expressed as a percentage of the mutual fund’s average net assets; this percentage is known as the mutual fund’s expense ratio.
The following examples use the expense ratio and are intended to help you understand the ongoing costs (in dollars) of investing in your Fund and to compare these costs with those of other mutual funds. The examples are based on an investment of $1,000 made at the beginning of the period shown and held for the entire period from November 1, 2017 to April 30, 2018.
The table on the next page illustrates your Fund’s costs in two ways:
Actual Fund Return. This section helps you to estimate the actual expenses after fee waivers that your Fund incurred over the period. The “Expenses Paid During Period” column shows the actual dollar expense cost incurred by a $1,000 investment in the Fund, and the “Ending Account Value” number is derived from deducting that expense cost from the Fund’s gross investment return.
You can use this information, together with the actual amount you invested in the Fund, to estimate the expenses you paid over that period. Simply divide your ending starting account value by $1,000 to arrive at a ratio (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply that ratio by the number shown for your Fund under “Expenses Paid During Period.”
Hypothetical 5% Return. This section helps you compare your Fund’s costs with those of other mutual funds. It assumes that the Fund had an annual 5% return before expenses during the year, but that the expense ratio (Column 3) for the period is unchanged. This example is useful in making comparisons because the Securities and Exchange Commission requires all mutual funds to make this 5% calculation. You can assess your Fund’s comparative cost by comparing the hypothetical result for your Fund in the “Expenses Paid During Period” column with those that appear in the same charts in the shareholder reports for other mutual funds.
25
Gallery Trust Mondrian International Equity Fund
April 30, 2018 (Unaudited)
DISCLOSURE OF FUND EXPENSES (concluded)
Note: Because the return is set at 5% for comparison purposes — NOT your Fund’s actual return — the account values shown may not apply to your specific investment.
| | | | | | | | |
| | Beginning | | Ending | | | | |
| | Account | | Account | Annualized | | | Expenses |
| | Value | | Value | Expense | | | Paid During |
| | 11/1/17 | | 4/30/18 | Ratios | | | Period* |
|
Actual Fund Return | $ | 1,000.00 | $ | 1,026.70 | 0.79 | % | $ | 3.97 |
Hypothetical 5% Return | $ | 1,000.00 | $ | 1,020.88 | 0.79 | % | $ | 3.96 |
* | Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period.) |
26
Gallery Trust Mondrian International Equity Fund
�� April 30, 2018 (Unaudited)
APPROVAL OF INVESTMENT ADVISORY AGREEMENT
Pursuant to Section 15 of the Investment Company Act of 1940 (the “1940 Act”), the Fund’s advisory agreement (the “Agreement”) must be renewed at least annually after its initial two-year term: (i) by the vote of the Board of Trustees (the “Board” or the “Trustees”) of Gallery Trust (the “Trust”) or by a vote of a majority of the shareholders of the Fund; and (ii) by the vote of a majority of the Trustees who are not parties to the Agreement or “interested persons” of any party thereto, as defined in the 1940 Act (the “Independent Trustees”), cast in person at a meeting called for the purpose of voting on such renewal.
A Board meeting was held on December 7, 2017 to decide whether to renew the Agreement for an additional one-year term. In preparation for the meeting, the Trustees requested that the Adviser furnish information necessary to evaluate the terms of the Agreement. Prior to the meeting, the Independent Trustees of the Fund met to review and discuss the information provided and submitted a request for additional information to the Adviser, and information was provided in response to this request. The Trustees used this information, as well as other information that the Adviser and other service providers of the Fund presented or submitted to the Board at the meeting and other meetings held during the prior year, to help them decide whether to renew the Agreement for an additional year.
Specifically, the Board requested and received written materials from the Adviser and other service providers of the Fund regarding: (i) the nature, extent and quality of the Adviser’s services; (ii) the Adviser’s investment management personnel; (iii) the Adviser’s operations and financial condition; (iv) the Adviser’s brokerage practices (including any soft dollar arrangements) and investment strategies; (v) the Fund’s advisory fee paid to the Adviser and overall fees and operating expenses compared with a peer group of mutual funds; (vi) the level of the Adviser’s profitability from its relationship with the Fund, including both direct and indirect benefits accruing to the Adviser and its affiliates; (vii) the Adviser’s potential economies of scale; (viii) the Adviser’s compliance program, including a description of material compliance matters and material compliance violations; (ix) the Adviser’s policies on and compliance procedures for personal securities transactions; and (x) the Fund’s performance compared with a peer group of mutual funds and the Fund’s benchmark index.
27
Gallery Trust Mondrian International Equity Fund
April 30, 2018 (Unaudited)
APPROVAL OF INVESTMENT ADVISORY AGREEMENT (continued)
Representatives from the Adviser, along with other Fund service providers, presented additional information and participated in question and answer sessions at the Board meeting to help the Trustees evaluate the Adviser’s services, fee and other aspects of the Agreement. The Independent Trustees received advice from independent counsel and met in executive sessions outside the presence of Fund management and the Adviser.
At the Board meeting, the Trustees, including all of the Independent Trustees, based on their evaluation of the information provided by the Adviser and other service providers of the Fund, renewed the Agreement. In considering the renewal of the Agreement, the Board considered various factors that they determined were relevant, including: (i) the nature, extent and quality of the services provided by the Adviser; (ii) the investment performance of the Fund and the Adviser; (iii) the costs of the services provided and profits realized by the Adviser from its relationship with the Fund, including both direct and indirect benefits accruing to the Adviser and its affiliates; (iv) the extent to which economies of scale are being realized by the Adviser; and (v) whether fee levels reflect such economies of scale for the benefit of Fund investors, as discussed in further detail below.
Nature, Extent and Quality of Services Provided by the Adviser
In considering the nature, extent and quality of the services provided by the Adviser, the Board reviewed the portfolio management services provided by the Adviser to the Fund, including the quality and continuity of the Adviser’s portfolio management personnel, the resources of the Adviser, and the Adviser’s compliance history and compliance program. The Trustees reviewed the terms of the Agreement. The Trustees also reviewed the Adviser’s investment and risk management approaches for the Fund. The most recent investment adviser registration form (“Form ADV”) for the Adviser was provided to the Board, as was the response of the Adviser to a detailed series of questions which included, among other things, information about the investment advisory services provided by the Adviser to the Fund.
The Trustees also considered other services provided to the Fund by the Adviser such as selecting broker-dealers for executing portfolio transactions, monitoring adherence to the Fund’s investment restrictions, and monitoring compliance with various Fund policies and procedures and with applicable securities laws and regulations. Based on the factors above, as well as
28
Gallery Trust Mondrian International Equity Fund
April 30, 2018 (Unaudited)
APPROVAL OF INVESTMENT ADVISORY AGREEMENT (continued)
those discussed below, the Board concluded, within the context of its full deliberations, that the nature, extent and quality of the services provided to the Fund by the Adviser were sufficient to support renewal of the Agreement.
Investment Performance of the Fund and the Adviser
The Board was provided with regular reports regarding the Fund’s performance over various time periods. The Trustees also reviewed reports prepared by the Fund’s administrator comparing the Fund’s performance to its benchmark index and a peer group of mutual funds as classified by Lipper, an independent provider of investment company data, over various periods of time. Representatives from the Adviser provided information regarding and led discussions of factors impacting the performance of the Fund, outlining current market conditions and explaining their expectations and strategies for the future. The Trustees determined that the Fund’s performance was satisfactory, or, where the Fund’s performance was materially below its benchmark and/or peer group, the Trustees were satisfied by the reasons for the underperformance and/or the steps taken by the Adviser in an effort to improve the performance of the Fund. Based on this information, the Board concluded, within the context of its full deliberations, that the investment results that the Adviser had been able to achieve for the Fund were sufficient to support renewal of the Agreement.
Costs of Advisory Services, Profitability and Economies of Scale
In considering the advisory fee payable by the Fund to the Adviser, the Trustees reviewed, among other things, a report of the advisory fee paid to the Adviser. The Trustees also reviewed reports prepared by the Fund’s administrator comparing the Fund’s net and gross expense ratios and advisory fee to those paid by a peer group of mutual funds as classified by Lipper. The Trustees reviewed the management fees charged by the Adviser to other clients with comparable mandates. The Trustees considered any differences in management fees and took into account the respective demands, resources and complexity associated with the Fund and other client accounts as well as the extensive regulatory, compliance and tax regimes to which the Fund is subject. The Board concluded, within the context of its full deliberations, that the advisory fee was reasonable in light of the nature and quality of the services rendered by the Adviser.
29
Gallery Trust Mondrian International Equity Fund
April 30, 2018 (Unaudited)
APPROVAL OF INVESTMENT ADVISORY AGREEMENT (concluded)
The Trustees reviewed the costs of services provided by and the profits realized by the Adviser from its relationship with the Fund, including both direct benefits and indirect benefits, such as research and brokerage services received under soft dollar arrangements, accruing to the Adviser and its affiliates. The Trustees considered how the Adviser’s profitability was affected by factors such as its organizational structure and method for allocating expenses. The Trustees concluded that the profit margins of the Adviser with respect to the management of the Fund were not unreasonable. The Board also considered the Adviser’s commitment to managing the Fund and its willingness to continue its expense limitation and fee waiver arrangement with the Fund.
The Trustees considered the Adviser’s views relating to economies of scale in connection with the Fund as Fund assets grow and the extent to which the benefits of any such economies of scale are shared with the Fund and Fund shareholders. The Board considered the existence of any economies of scale and whether those were passed along to the Fund’s shareholders through a graduated advisory fee schedule or other means, including fee waivers. The Trustees recognized that economies of scale are difficult to identify and quantify and are rarely identifiable on a fund-by-fund basis. Based on this evaluation, the Board concluded that the advisory fee was reasonable in light of the information that was provided to the Trustees by the Adviser with respect to economies of scale.
Renewal of the Agreement
Based on the Board’s deliberations and its evaluation of the information described above and other factors and information it believed relevant in the exercise of its reasonable business judgment, the Board, including all of the Independent Trustees, with the assistance of Fund counsel and Independent Trustees’ counsel, unanimously concluded that the terms of the Agreement, including the fees payable thereunder, were fair and reasonable and agreed to renew the Agreement for another year. In its deliberations, the Board did not identify any absence of information as material to its decision, or any particular factor (or conclusion with respect thereto) or single piece of information that was all-important, controlling or determinative of its decision, but considered all of the factors together, and each Trustee may have attributed different weights to the various factors (and conclusions with respect thereto) and information.
30
Gallery Trust
Mondrian International Equity Fund
| |
Fund information | |
Registered office | P.O. Box 588 |
| Portland, ME 04112 |
Adviser | Mondrian Investment Partners Limited |
| 10 Gresham Street, 5th Floor |
| London, England EC2V 7JD |
Distributor | SEI Investments Distribution Co. |
| One Freedom Valley Drive |
| Oaks, PA 19456 |
Administrator | SEI Investments Global Funds Services |
| One Freedom Valley Drive |
| Oaks, PA 19456 |
Legal Counsel | Morgan, Lewis & Bockius LLP |
| 1701 Market Street |
| Philadelphia, PA 19103 |
Custodian | Brown Brothers Harriman & Co |
| 40 Water Street |
| Boston, Massachusetts 02109 |
Transfer Agent | Atlantic Fund Services, LLC |
| Three Canal Plaza |
| Portland, ME 04101 |
Independent Registered | PricewaterhouseCoopers LLP |
Public Accounting Firm | 2001 Market Street |
| Philadelphia, PA 19103 |
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Item 2. Code of Ethics.
Not applicable for semi-annual report.
Item 3. Audit Committee Financial Expert.
Not applicable for semi-annual report.
Item 4. Principal Accountant Fees and Services.
Not applicable for semi-annual report.
Item 5. Audit Committee of Listed Registrants.
Not applicable to open-end management investment companies.
Item 6. Schedule of Investments.
Schedule of Investments is included as part of the Report to Shareholders filed under Item 1 of this form.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable to open-end management investment companies.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable. Effective for closed-end management investment companies for fiscal years ending on or after December 31, 2005
Item 9. Purchases of Equity Securities by Closed-End Management Company and Affiliated Purchasers.
Not applicable to open-end management investment companies.
Item 10. Submission of Matters to a Vote of Security Holders.
There have been no changes to the procedures by which shareholders may recommend nominees to the Registrant’s Board of Trustees during the period covered by this report.
Item 11. Controls and Procedures.
(a) The Registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Act (17 CFR 270.30a-3(c))) as of a date within 90 days of the filing date of the report, are effective based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Exchange Act (17 CFR 240.13a-15(b) or 240.15d-15(b)).
(b) There has been no change in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act (17 CFR 270.30a-3(d)) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting.
Items 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.
Not applicable.
Items 13. Exhibits.
(a)(1) Not applicable for semi-annual report.
(a)(2) A separate certification for the principal executive officer and the principal financial officer of the Registrant as required by Rule 30a-2(a) under the Investment Company Act of 1940, as amended (17 CFR 270.30a-2(a)), are filed herewith.
(b) Officer certifications as required by Rule 30a-2(b) under the Investment Company Act of 1940, as amended (17 CFR 270.30a-2(b)) also accompany this filing as an exhibit.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) Gallery Trust
By (Signature and Title) /s/ Michael Beattie
Michael Beatti
President
Date: July 9, 2018
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By (Signature and Title) /s/ Michael Beattie
Michael Beattie
President
Date: July 9, 2018
By (Signature and Title) /s/ Stephen Connors
Stephen Connors
Treasurer, Controller & CFO
Date: July 9, 2018