Investment Adviser: Mondrian Investment Partners Limited |
TABLE OF CONTENTS
Shareholder Letter | 1 |
Portfolio Performance Review | 2 |
Schedules of Investments | 13 |
Statements of Assets and Liabilities | 27 |
Statements of Operations | 28 |
Statements of Changes in Net Assets | 31 |
Financial Highlights | 34 |
Notes to Financial Statements | 37 |
Report of Independent Registered Public Accounting Firm | 59 |
Disclosure of Fund Expenses | 61 |
Trustees and Officers of Gallery Trust | 63 |
Notice to Shareholders | 66 |
Fund Information | 67 |
SHAREHOLDER LETTER
October 31, 2018 (Unaudited)
PORTFOLIO PERFORMANCE REVIEW
October 31, 2018 (Unaudited)
PORTFOLIO PERFORMANCE REVIEW (continued)
October 31, 2018 (Unaudited)
PORTFOLIO PERFORMANCE REVIEW (continued)
The highlights of the Fund’s investment strategy include a strong value stock orientation; overweight positions in selected European markets; overweight positions in the telecommunications, energy and utility sectors; and underweight positions in the materials and consumer staples sectors.
October 31, 2018 (Unaudited)
PORTFOLIO PERFORMANCE REVIEW (continued)
October 31, 2018 (Unaudited)
PORTFOLIO PERFORMANCE REVIEW (continued)
October 31, 2018 (Unaudited)
October 31, 2018 (Unaudited)
PORTFOLIO PERFORMANCE REVIEW (continued)
October 31, 2018 (Unaudited)
PORTFOLIO PERFORMANCE REVIEW (continued)
Growth of a $1,000,000 Investment
AVERAGE ANNUAL TOTAL RETURN FOR THE YEAR ENDED OCTOBER 31, 2018* | ||||
1 Year | 3 Years | 5 Years | 10 Years | |
Mondrian International Equity Fund | -6.56% | 3.29% | 1.97% | 5.81% |
MSCI EAFE Index (Net) | -6.85% | 3.62% | 2.02% | 6.89% |
* | On March 14, 2016, The International Equity Portfolio, a series of Delaware Pooled Trust (the “International Equity Predecessor Fund”) was reorganized into the Mondrian International Equity Fund. Inception date of the Predecessor Fund was February 4, 1992. Information presented from February 4, 1992 to March 14, 2016 is that of the International Equity Predecessor Fund. |
October 31, 2018 (Unaudited)
Growth of a $1,000,000 Investment
AVERAGE ANNUAL TOTAL RETURN FOR THE YEAR ENDED OCTOBER 31, 2018* | ||||
1 Year | 3 Years | 5 Years | 10 Years | |
Mondrian Emerging Markets Equity Fund | -11.33% | 3.23% | -2.25% | 5.31% |
MSCI Emerging Markets Index (Net) | -12.52% | 6.52% | 0.78% | 7.84% |
* | On September 24, 2018, the Laudus Mondrian Emerging Markets Fund (the “Emerging Markets Predecessor Fund”) was reorganized into the Mondrian Emerging Markets Equity Fund. Inception date of the Emerging Markets Predecessor Fund was November 2, 2007. Information presented from November 2, 2007 to September 24, 2018 is that of the Emerging Markets Predecessor Fund. |
October 31, 2018 (Unaudited)
Growth of a $1,000,000 Investment
AVERAGE ANNUAL TOTAL RETURN FOR THE YEAR ENDED OCTOBER 31, 2018* | ||||
1 Year | 3 Years | 5 Years | 10 Years | |
Mondrian International Government Fixed Income Fund | -1.85% | 1.77% | -1.00% | 1.71% |
FTSE Non-U.S. Dollar World Government Bond Index | -2.26% | 1.86% | -0.76% | 2.11% |
* | On September 24, 2018, the Laudus Mondrian International Government Fixed Income Fund (the “Fixed Income Predecessor Fund”) was reorganized into the Mondrian International Government Fixed Income Fund. Inception date of the Fixed Income Predecessor Fund was November 2, 2007. Information presented from November 2, 2007 to September 24, 2018 is that of the Fixed Income Predecessor Fund. |
SCHEDULE OF INVESTMENTS |
COMMON STOCK — 98.6% | ||||||||
Number of Shares | Value (U.S. $) | |||||||
AUSTRALIA — 1.5% | ||||||||
QBE Insurance Group Ltd. | 1,028,074 | $ | 8,241,308 | |||||
Total Australia | 8,241,308 | |||||||
CHINA — 2.3% | ||||||||
China Mobile Ltd. | 1,332,000 | 12,450,424 | ||||||
Total China | 12,450,424 | |||||||
DENMARK — 2.0% | ||||||||
ISS A/S | 321,380 | 10,568,083 | ||||||
Total Denmark | 10,568,083 | |||||||
FRANCE — 6.0% | ||||||||
Cie de Saint-Gobain | 260,627 | 9,812,368 | ||||||
Sanofi | 191,495 | 17,100,053 | ||||||
Societe Generale SA | 145,315 | 5,345,888 | ||||||
Total France | 32,258,309 |
The accompanying notes are an integral part of the financial statements.
13
October 31, 2018
COMMON STOCK — continued | ||||||||
Number of Shares | Value (U.S. $) | |||||||
GERMANY — 8.6% | ||||||||
Allianz SE | 63,670 | $ | 13,300,972 | |||||
Bayerische Motoren Werke AG | 50,355 | 4,347,724 | ||||||
Daimler AG | 203,896 | 12,092,100 | ||||||
Deutsche Telekom AG | 638,650 | 10,485,147 | ||||||
Evonik Industries AG | 197,275 | 6,122,320 | ||||||
Total Germany | 46,348,263 | |||||||
HONG KONG — 4.6% | ||||||||
CK Hutchison Holdings Ltd. | 1,510,500 | 15,207,184 | ||||||
Jardine Matheson Holdings Ltd. | 69,215 | 3,994,397 | ||||||
WH Group Ltd. | 7,998,500 | 5,599,598 | ||||||
Total Hong Kong | 24,801,179 | |||||||
ITALY — 6.3% | ||||||||
Enel SpA | 3,407,624 | 16,727,613 | ||||||
Eni SpA | 969,569 | 17,247,959 | ||||||
Total Italy | 33,975,572 | |||||||
JAPAN — 18.1% | ||||||||
Coca-Cola Bottlers Japan Holdings Inc | 104,700 | 2,741,955 | ||||||
FUJIFILM Holdings Corp | 254,000 | 11,014,508 | ||||||
Fujitsu Ltd. | 61,400 | 3,734,008 | ||||||
Honda Motor Ltd. | 530,900 | 15,249,230 | ||||||
Isuzu Motors Ltd. | 288,100 | 3,783,970 | ||||||
Kyushu Railway Co | 139,500 | 4,277,662 | ||||||
Mitsubishi Electric Corp | 628,300 | 7,982,169 | ||||||
Otsuka Holdings Co Ltd. | 57,700 | 2,765,468 | ||||||
Secom Co Ltd. | 70,700 | 5,796,479 | ||||||
Sekisui Chemical Co Ltd. | 439,500 | 6,905,956 | ||||||
Sumitomo Electric Industries Ltd. | 542,500 | 7,413,790 | ||||||
Takeda Pharmaceutical Co Ltd. | 341,900 | 13,847,503 | ||||||
Tokio Marine Holdings Inc | 245,052 | 11,610,298 | ||||||
Total Japan | 97,122,996 |
The accompanying notes are an integral part of the financial statements.
14
October 31, 2018
COMMON STOCK — continued | ||||||||
Number of Shares | Value (U.S. $) | |||||||
NETHERLANDS — 5.3% | ||||||||
Koninklijke Ahold Delhaize NV | 501,296 | $ | 11,486,389 | |||||
Royal Dutch Shell PLC Class B ^ | 518,308 | 16,993,162 | ||||||
Total Netherlands | 28,479,551 | |||||||
SINGAPORE — 5.1% | ||||||||
Ascendas REIT | 2,347,600 | 4,270,983 | ||||||
Singapore Telecommunications Ltd. | 3,396,502 | 7,748,581 | ||||||
United Overseas Bank Ltd. | 863,940 | 15,206,192 | ||||||
Total Singapore | 27,225,756 | |||||||
SPAIN — 6.6% | ||||||||
Banco Santander SA | 2,248,219 | 10,682,281 | ||||||
Iberdrola SA | 2,058,268 | 14,584,517 | ||||||
Telefonica SA | 1,252,660 | 10,269,403 | ||||||
Total Spain | 35,536,201 | |||||||
SWEDEN — 3.0% | ||||||||
Telia Co AB | 3,525,060 | 15,893,519 | ||||||
Total Sweden | 15,893,519 | |||||||
SWITZERLAND — 6.6% | ||||||||
ABB Ltd. | 583,381 | 11,758,560 | ||||||
Novartis AG Registered | 143,620 | 12,583,060 | ||||||
Zurich Insurance Group AG | 34,765 | 10,811,099 | ||||||
Total Switzerland | 35,152,719 | |||||||
TAIWAN — 1.4% | ||||||||
Taiwan Semiconductor Manufacturing Co Ltd. | 611,000 | 4,620,560 | ||||||
Taiwan Semiconductor Manufacturing Co Ltd. ADR | 76,554 | 2,916,708 | ||||||
Total Taiwan | 7,537,268 | |||||||
UNITED KINGDOM — 21.2% | ||||||||
BP PLC | 1,907,324 | 13,830,445 | ||||||
G4S PLC | 3,234,861 | 8,889,821 | ||||||
GlaxoSmithKline PLC | 713,768 | 13,787,259 |
The accompanying notes are an integral part of the financial statements.
15
October 31, 2018
COMMON STOCK — continued | ||||||||
Number of Shares/Rights | Value (U.S. $) | |||||||
UNITED KINGDOM — continued | ||||||||
John Wood Group PLC | 1,244,461 | $ | 11,360,568 | |||||
Kingfisher PLC | 3,059,284 | 9,959,732 | ||||||
Lloyds Banking Group PLC | 21,116,827 | 15,444,556 | ||||||
National Grid PLC | 508,245 | 5,386,806 | ||||||
SSE PLC | 688,685 | 10,048,366 | ||||||
Tesco PLC | 4,688,568 | 12,782,918 | ||||||
Travis Perkins PLC | 237,766 | 3,364,312 | ||||||
WPP PLC | 816,759 | 9,276,820 | ||||||
Total United Kingdom | 114,131,603 | |||||||
Total Common Stock | ||||||||
(Cost $534,808,007) | 529,722,751 | |||||||
PREFERRED STOCK — 0.1% | ||||||||
GERMANY — 0.1% | ||||||||
Bayerische Motoren Werke AG, 4.66% | 9,391 | 709,465 | ||||||
Total Preferred Stock | ||||||||
(Cost $680,930) | 709,465 | |||||||
RIGHTS — 0.0% | ||||||||
Banco Santander SA exercise price EUR 0.04, expiration date 11/22/18* | 2,248,219 | 87,346 | ||||||
Total Rights | ||||||||
(Cost $–) | 87,346 | |||||||
Total Value of Securities — 98.7% | ||||||||
(Cost $535,488,937) | $ | 530,519,562 |
* | Non-income producing security. |
^ | Security traded on the London Stock Exchange. |
The accompanying notes are an integral part of the financial statements.
16
October 31, 2018
The accompanying notes are an integral part of the financial statements.
17
October 31, 2018
SCHEDULE OF INVESTMENTS |
† Percentages based on total investments. |
COMMON STOCK — 96.0% | ||||||||
Number of Shares | Value (U.S. $) | |||||||
BRAZIL — 13.8% | ||||||||
CCR SA | 461,700 | $ | 1,348,563 | |||||
Embraer SA ADR | 139,985 | 3,117,466 | ||||||
Hypera SA | 251,100 | 1,995,171 | ||||||
Itau Unibanco Holding – Sponsored ADR Pref. | 198,275 | 2,611,282 | ||||||
Kroton Educacional SA | 383,500 | 1,174,768 | ||||||
Suzano Papel E Celulose SA | 209,500 | 2,116,673 | ||||||
Total Brazil | 12,363,923 | |||||||
CHINA — 17.4% | ||||||||
Brilliance China Automotive Holdings Ltd. | 584,000 | 509,384 | ||||||
China Construction Bank Corp. Class H | 4,384,000 | 3,477,257 | ||||||
China Medical System Holdings Ltd. | 949,000 | 1,129,078 | ||||||
China Mobile Ltd. | 340,000 | 3,178,036 | ||||||
China Resources Power Holdings Co Ltd. | 861,291 | 1,513,474 | ||||||
Dongfeng Motor Group Co Ltd. Class H | 918,000 | 903,724 | ||||||
Ping An Insurance Group Co of China Ltd. Class H | 516,500 | 4,864,036 | ||||||
Total China | 15,574,989 |
The accompanying notes are an integral part of the financial statements.
18
October 31, 2018
COMMON STOCK — continued | ||||||||
Number of Shares | Value (U.S. $) | |||||||
HONG KONG — 7.8% | ||||||||
Hengan International Group Co Ltd. | 163,000 | $ | 1,290,789 | |||||
Sands China Ltd. | 624,000 | 2,458,776 | ||||||
WH Group Ltd. | 4,644,000 | 3,251,176 | ||||||
Total Hong Kong | 7,000,741 | |||||||
INDIA — 13.6% | ||||||||
Bajaj Auto Ltd. | 51,983 | 1,823,360 | ||||||
HCL Technologies Ltd. | 122,527 | 1,749,131 | ||||||
Housing Development Finance Corp Ltd. | 43,105 | 1,031,355 | ||||||
Indiabulls Housing Finance Ltd. | 275,783 | 3,112,698 | ||||||
Larsen & Toubro Ltd. GDR | 45,144 | 792,133 | ||||||
Lupin Ltd. | 122,301 | 1,464,486 | ||||||
Vedanta Ltd. | 780,017 | 2,227,339 | ||||||
Total India | 12,200,502 | |||||||
INDONESIA — 1.4% | ||||||||
Bank Rakyat Indonesia Persero Tbk PT | 5,989,400 | 1,241,020 | ||||||
Total Indonesia | 1,241,020 | |||||||
MALAYSIA — 4.3% | ||||||||
Genting Malaysia Bhd | 1,714,000 | 1,839,135 | ||||||
Malayan Banking Bhd | 887,700 | 2,013,209 | ||||||
Total Malaysia | 3,852,344 | |||||||
MEXICO — 2.1% | ||||||||
Fibra Uno Administracion SA de CV REIT | 1,720,141 | 1,841,806 | ||||||
Total Mexico | 1,841,806 | |||||||
PERU — 1.1% | ||||||||
Credicorp Ltd. | 4,258 | 961,073 | ||||||
Total Peru | 961,073 |
The accompanying notes are an integral part of the financial statements.
19
October 31, 2018
COMMON STOCK — continued | ||||||||
Number of Shares | Value (U.S. $) | |||||||
RUSSIA — 4.6% | ||||||||
Gazprom PJSC ADR | 409,817 | $ | 1,926,140 | |||||
LUKOIL PJSC ADR | 14,063 | 1,049,662 | ||||||
MMC Norilsk Nickel PJSC ADR | 66,889 | 1,107,013 | ||||||
Total Russia | 4,082,815 | |||||||
SOUTH AFRICA — 0.9% | ||||||||
Sasol Ltd. | 23,886 | 783,652 | ||||||
Total South Africa | 783,652 | |||||||
SOUTH KOREA — 14.0% | ||||||||
Korea Zinc Co Ltd. | 4,105 | 1,365,271 | ||||||
LG Chemical Ltd. | 8,237 | 2,508,217 | ||||||
Samsung Electronics Co Ltd. GDR | 4,638 | 4,314,229 | ||||||
Samsung SDI Co Ltd. | 4,247 | 877,687 | ||||||
Shinhan Financial Group Co Ltd. | 62,350 | 2,328,106 | ||||||
SK Telecom Co Ltd. | 4,644 | 1,092,179 | ||||||
Total South Korea | 12,485,689 | |||||||
TAIWAN — 9.3% | ||||||||
ASE Technology Holding Co Ltd. | 834,000 | 1,681,854 | ||||||
Mega Financial Holding Co Ltd. | 2,126,000 | 1,796,688 | ||||||
Taiwan SMC ADR | 126,674 | 4,826,279 | ||||||
Total Taiwan | 8,304,821 | |||||||
THAILAND — 1.3% | ||||||||
Kasikornbank PCL NVDR | 192,800 | 1,160,290 | ||||||
Total Thailand | 1,160,290 | |||||||
TURKEY — 1.6% | ||||||||
Turkiye Garanti Bankasi AS | 502,785 | 628,751 | ||||||
Turkiye Halk Bankasi AS | 713,158 | 787,209 | ||||||
Total Turkey | 1,415,960 | |||||||
UNITED ARAB EMIRATES — 1.3% | ||||||||
First Abu Dhabi Bank PJSC | 305,713 | 1,150,226 | ||||||
Total United Arab Emirates | 1,150,226 | |||||||
The accompanying notes are an integral part of the financial statements.
20
October 31, 2018
COMMON STOCK — continued | ||||||||
Number of Shares | Value (U.S. $) | |||||||
UNITED KINGDOM — 1.5% | ||||||||
Anglo American PLC | 63,370 | $ | 1,356,904 | |||||
Total United Kingdom | 1,356,904 | |||||||
Total Common Stock | ||||||||
(Cost $91,182,106) | 85,776,755 | |||||||
EXCHANGE TRADED FUND — 2.0% | ||||||||
iShares MSCI Emerging Markets ETF | 46,315 | 1,813,696 | ||||||
Total Exchange Traded Funds | ||||||||
(Cost $1,944,971) | 1,813,696 | |||||||
Total Value of Securities — 98.0% | ||||||||
(Cost $93,127,077) | $ | 87,590,451 |
The accompanying notes are an integral part of the financial statements.
21
October 31, 2018
SCHEDULE OF INVESTMENTS |
GLOBAL BONDS — 91.9% | |||||||||
Face Amount (Local Currency) | Value (U.S. $) | ||||||||
AUSTRALIA — 8.2% | |||||||||
Australia Government Bond | |||||||||
5.750%, 05/15/21 | AUD | 155,000 | $ | 119,877 | |||||
4.750%, 04/21/27 | AUD | 1,200,000 | 990,527 | ||||||
3.250%, 04/21/25 | AUD | 2,050,000 | 1,523,918 | ||||||
3.000%, 03/21/47 | AUD | 600,000 | 414,895 | ||||||
Total Australia | 3,049,217 | ||||||||
AUSTRIA — 4.5% | |||||||||
Republic of Austria Government Bond | |||||||||
6.250%, 07/15/27 | EUR | 998,000 | 1,686,441 | ||||||
Total Austria | 1,686,441 | ||||||||
BELGIUM — 4.1% | |||||||||
Kingdom of Belgium Government Bond | |||||||||
1.000%, 06/22/26 (A) | EUR | 1,300,000 | 1,527,824 | ||||||
Total Belgium | 1,527,824 | ||||||||
CANADA — 4.0% | |||||||||
Canadian Government Bond | |||||||||
5.000%, 06/01/37 | CAD | 520,000 | 538,344 | ||||||
1.500%, 06/01/26 | CAD | 600,000 | 425,171 | ||||||
0.750%, 09/01/21 | CAD | 740,000 | 537,384 | ||||||
Total Canada | 1,500,899 | ||||||||
FINLAND — 3.0% | |||||||||
Finland Government Bond | |||||||||
0.500%, 09/15/27 (A) | EUR | 1,000,000 | 1,129,246 | ||||||
Total Finland | 1,129,246 |
The accompanying notes are an integral part of the financial statements.
22
October 31, 2018
GLOBAL BONDS — continued | |||||||||
Face Amount (Local Currency) | Value (U.S. $) | ||||||||
GERMANY — 4.7% | |||||||||
Kreditanstalt fuer Wiederaufbau | |||||||||
2.050%, 02/16/26 | JPY | 170,000,000 | $ | 1,732,967 | |||||
Total Germany | 1,732,967 | ||||||||
ITALY — 11.5% | |||||||||
Italy Buoni Poliennali Del Tesoro | |||||||||
4.750%, 09/01/44 (A) | EUR | 700,000 | 886,597 | ||||||
2.950%, 09/01/38 (A) | EUR | 820,000 | 820,938 | ||||||
2.000%, 02/01/28 | EUR | 850,000 | 868,770 | ||||||
1.450%, 05/15/25 | EUR | 850,000 | 875,985 | ||||||
0.050%, 04/15/21 | EUR | 760,000 | 828,414 | ||||||
Total Italy | 4,280,704 | ||||||||
JAPAN — 13.7% | |||||||||
Japan Government Five Year Bond | |||||||||
0.100%, 06/20/21 | JPY | 144,500,000 | 1,288,187 | ||||||
Japan Government Ten Year Bond | |||||||||
0.100%, 06/20/26 | JPY | 18,500,000 | 165,058 | ||||||
Japan Government Thirty Year Bond | |||||||||
2.400%, 12/20/34 | JPY | 160,000,000 | 1,846,193 | ||||||
Japan Government Twenty Year Bond | |||||||||
1.600%, 06/20/30 | JPY | 60,000,000 | 616,112 | ||||||
0.200%, 06/20/36 | JPY | 140,300,000 | 1,172,037 | ||||||
Total Japan | 5,087,587 | ||||||||
MALAYSIA — 2.0% | |||||||||
Malaysia Government Bond | |||||||||
4.254%, 05/31/35 | MYR | 670,000 | 151,390 | ||||||
4.181%, 07/15/24 | MYR | 2,460,000 | 593,273 | ||||||
Total Malaysia | 744,663 | ||||||||
MEXICO — 4.3% | |||||||||
Mexican Bonos | |||||||||
7.750%, 11/23/34 | MXN | 18,450,000 | 814,649 | ||||||
7.500%, 06/03/27 | MXN | 8,100,000 | 366,894 | ||||||
6.500%, 06/10/21 | MXN | 8,580,000 | 401,468 | ||||||
Total Mexico | 1,583,011 |
The accompanying notes are an integral part of the financial statements.
23
October 31, 2018
GLOBAL BONDS — continued | |||||||||
Face Amount (Local Currency) | Value (U.S. $) | ||||||||
NETHERLANDS — 4.5% | |||||||||
Netherlands Government Bond | |||||||||
5.500%, 01/15/28 | EUR | 738,490 | $ | 1,222,131 | |||||
0.000%, 01/15/22 (A) (B) | EUR | 388,000 | 444,941 | ||||||
Total Netherlands | 1,667,072 | ||||||||
NEW ZEALAND — 8.1% | |||||||||
New Zealand Government Bond | |||||||||
5.500%, 04/15/23 | NZD | 1,655,000 | 1,242,634 | ||||||
4.500%, 04/15/27 | NZD | 1,125,000 | 852,307 | ||||||
2.750%, 04/15/37 | NZD | 1,410,000 | 906,305 | ||||||
Total New Zealand | 3,001,246 | ||||||||
SPAIN — 8.1% | |||||||||
Spain Government Bond | |||||||||
4.200%, 01/31/37 (A) | EUR | 750,000 | 1,108,065 | ||||||
1.600%, 04/30/25 (A) | EUR | 1,100,000 | 1,298,760 | ||||||
1.400%, 01/31/20 | EUR | 515,000 | 595,916 | ||||||
Total Spain | 3,002,741 | ||||||||
SUPRANATIONAL — 11.2% | |||||||||
Asian Development Bank | |||||||||
2.350%, 06/21/27 | JPY | 170,000,000 | 1,802,468 | ||||||
European Financial Stability Facility | |||||||||
0.950%, 02/14/28 | EUR | 500,000 | 572,958 | ||||||
European Investment Bank | |||||||||
2.150%, 01/18/27 | JPY | 170,000,000 | 1,766,799 | ||||||
Total Supranational | 4,142,225 | ||||||||
Total Global Bonds | |||||||||
(Cost $34,546,060) | 34,135,843 |
The accompanying notes are an integral part of the financial statements.
24
October 31, 2018
U.S. TREASURY OBLIGATIONS — 6.9% | ||||||||
Face Amount ($) | Value (U.S. $) | |||||||
U.S. Treasury Bonds | ||||||||
2.750%, 08/15/42 | 590,000 | $ | 527,704 | |||||
U.S. Treasury Notes | ||||||||
1.625%, 02/15/26 | 1,270,000 | 1,148,904 | ||||||
1.250%, 03/31/21 | 920,000 | 884,853 | ||||||
Total U.S. Treasury Obligations | ||||||||
(Cost $2,583,076) | 2,561,461 | |||||||
Total Value of Securities — 98.8% | ||||||||
(Cost $37,129,136) | $ | 36,697,304 |
Counterparty | Maturity Date | Currency to Deliver | Currency to Receive | Unrealized Appreciation (Depreciation) | ||||||||||
Brown Brothers Harriman | 01/31/19 | USD | 1,989,477 | EUR | 1,733,500 | $ | (8,626 | ) | ||||||
Brown Brothers Harriman | 01/31/19 | USD | 4,920,672 | GBP | 3,822,000 | (10,632 | ) | |||||||
Brown Brothers Harriman | 01/31/19 | USD | 1,141,136 | SEK | 10,337,000 | (1,094 | ) | |||||||
Brown Brothers Harriman | 01/31/19 | AUD | 4,285,000 | USD | 3,036,051 | (2,026 | ) | |||||||
Brown Brothers Harriman | 01/31/19 | NZD | 4,563,000 | USD | 2,982,838 | 1,903 | ||||||||
$ | (20,475 | ) |
(A) | Securities sold within terms of a private placement memorandum, exempt from registration under Section 144A of the Securities Act of 1933, as amended, and may be sold only to dealers in that program or other “accredited investors.” The total value of securities as of October 31, 2018 was 7,216,371 and represents 19.4% on Net Assets. |
(B) | Zero coupon security. The effective yield at the time of purchase is negative. |
The accompanying notes are an integral part of the financial statements.
25
October 31, 2018
Investments in Securities | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Global Bonds | $ | — | $ | 34,135,843 | $ | — | $ | 34,135,843 | ||||||||
U.S. Treasury Obligations | — | 2,561,461 | — | 2,561,461 | ||||||||||||
Total Investments in Securities | $ | — | $ | 36,697,304 | $ | — | $ | 36,697,304 |
Other Financial Instruments | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Forwards Contracts* | ||||||||||||||||
Unrealized Appreciation | $ | — | $ | 1,903 | $ | — | $ | 1,903 | ||||||||
Unrealized Depreciation | — | (22,378 | ) | — | (22,378 | ) | ||||||||||
Total Other Financial Instruments | $ | — | $ | (20,475 | ) | $ | — | $ | (20,475 | ) |
* | Forward foreign currency exchange contracts are valued at the unrealized appreciation (depreciation) on the instrument. |
The accompanying notes are an integral part of the financial statements.
26
STATEMENTS OF ASSETS AND LIABILITIES | ||||||||||||
Mondrian International Equity Fund | Mondrian Emerging Markets Equity Fund | Mondrian International Government Fixed Income Fund | ||||||||||
Assets: | ||||||||||||
Investments (Cost $535,488,937, $93,127,077 and $37,129,136) | $ | 530,519,562 | $ | 87,590,451 | $ | 36,697,304 | ||||||
Foreign currency (Cost $249,581, $292,543 and $527) | 248,981 | 292,451 | 188 | |||||||||
Cash | 2,943,109 | 1,118,607 | 84,271 | |||||||||
Reclaims receivable | 2,900,643 | 26,263 | — | |||||||||
Dividends and interest receivable | 1,442,467 | 140,579 | 272,988 | |||||||||
Receivable for investment securities sold | 822,795 | 137,172 | 234,529 | |||||||||
Receivable for capital shares sold | 214,831 | 1,000,000 | 35,215 | |||||||||
Unrealized appreciation on spot foreign currency contracts | 400 | 436 | — | |||||||||
Unrealized appreciation on forward foreign currency contracts | — | — | 1,903 | |||||||||
Prepaid expenses | 23,806 | — | — | |||||||||
Total assets | 539,116,594 | 90,305,959 | 37,326,398 | |||||||||
Liabilities: | ||||||||||||
Payable for investment securities purchased | 1,137,089 | 775,547 | — | |||||||||
Payable due to Investment Adviser | 260,970 | 33,194 | 14,701 | |||||||||
Payable due to Administrator | 47,618 | 7,882 | 3,305 | |||||||||
Payable for capital shares redeemed | 19,343 | 46,453 | 118,206 | |||||||||
Audit fees payable | 12,200 | 24,400 | 26,600 | |||||||||
Chief Compliance Officer fees payable | 2,034 | 334 | 137 | |||||||||
Unrealized depreciation on spot foreign currency contracts | 1,922 | 154 | 148 | |||||||||
Payable due to Trustees | 183 | 27 | 11 | |||||||||
Unrealized depreciation on forward foreign currency contracts | — | — | 22,378 | |||||||||
Other accrued expenses | 48,353 | 39,620 | 15,353 | |||||||||
Total liabilities | 1,529,712 | 927,611 | 200,839 | |||||||||
Net assets | $ | 537,586,882 | $ | 89,378,348 | $ | 37,125,559 | ||||||
Net assets consist of: | ||||||||||||
Paid-in capital | $ | 519,668,524 | $ | 199,971,818 | $ | 38,914,707 | ||||||
Total distributable earnings/(loss) | 17,918,358 | (110,593,470 | ) | (1,789,148 | ) | |||||||
Net assets | $ | 537,586,882 | $ | 89,378,348 | $ | 37,125,559 | ||||||
Outstanding Shares of Beneficial Interest (unlimited authorization - no par value) | 37,133,730 | 12,641,338 | 3,889,390 | |||||||||
Net Asset Value, Offering and Redemption Price Per Share | $ | 14.48 | $ | 7.07 | $ | 9.55 |
The accompanying notes are an integral part of the financial statements.
27
October 31, 2018
STATEMENTS OF OPERATIONS | ||||
Investment income | ||||
Dividends | $ | 20,940,884 | ||
Less: foreign taxes withheld | (1,403,186 | ) | ||
Total investment income | 19,537,698 | |||
Expenses | ||||
Investment advisory fees | 3,642,666 | |||
Accounting and administration fees | 560,568 | |||
Custodian fees | 94,139 | |||
Dividend disbursing and transfer agent fees and expenses | 67,299 | |||
Registration fees | 54,123 | |||
Legal fees | 44,005 | |||
Other | 33,098 | |||
Printing fees | 32,734 | |||
Audit and tax | 31,899 | |||
Trustees’ fees and expenses | 17,924 | |||
Chief Compliance Officer fees | 5,718 | |||
Total expenses | 4,584,173 | |||
Less: | ||||
Investment advisory fees waived | (473,164 | ) | ||
Net expenses | 4,111,009 | |||
Net investment income | 15,426,689 | |||
Net realized gain on: | ||||
Investments | 29,451,193 | |||
Foreign currency transactions | 16,751 | |||
Net realized gain | 29,467,944 | |||
Net change in unrealized appreciation/(depreciation) on: | ||||
Investments | (78,644,287 | ) | ||
Foreign currency transactions and translation of other assets and liabilities denominated in foreign currency | (108,261 | ) | ||
Net change in unrealized appreciation/(depreciation) | (78,752,548 | ) | ||
Net realized and unrealized loss | (49,284,604 | ) | ||
Net decrease in net assets resulting from operations | $ | (33,857,915 | ) |
The accompanying notes are an integral part of the financial statements.
28
October 31, 2018 and March 31, 2018
STATEMENTS OF OPERATIONS | ||||||||
Period ended October 31, 2018(1) | Year ended March 31, 2018 | |||||||
Investment income | ||||||||
Dividends | $ | 6,373,341 | $ | 12,543,289 | ||||
Less: foreign taxes withheld | (692,807 | ) | (1,221,644 | ) | ||||
Total investment income | 5,680,534 | 11,321,645 | ||||||
Expenses | ||||||||
Investment advisory fees | 1,261,698 | 3,235,003 | ||||||
Custodian fees | 150,822 | 442,865 | ||||||
Accounting and administration fees | 44,138 | 62,340 | ||||||
Other | 32,703 | 34,852 | ||||||
Legal fees | 31,906 | — | ||||||
Audit and tax | 24,400 | 54,283 | ||||||
Registration fees | 21,475 | 45,147 | ||||||
Printing fees | 17,528 | 3,158 | ||||||
Dividend disbursing and transfer agent fees and expenses | 16,713 | 33,847 | ||||||
Trustees’ fees and expenses | 10,244 | 19,724 | ||||||
Interest expense | 1,119 | 9,362 | ||||||
Chief Compliance Officer fees | 334 | — | ||||||
Shareholder servicing fees - Investor Class | — | 2,311 | ||||||
Sub-accounting and sub-transfer agent fees | — | 2,792 | ||||||
Custody out-of-pocket fee reimbursement(2) | — | (34,658 | ) | |||||
Total expenses | 1,613,080 | 3,911,026 | ||||||
Less: | ||||||||
Investment advisory fees waived | (95,248 | ) | (49,435 | ) | ||||
Net expenses | 1,517,832 | 3,861,591 | ||||||
Net investment income | 4,162,702 | 7,460,054 | ||||||
Net realized gain/(loss) on: | ||||||||
Investments | 7,766,094 | 10,050,037 | ||||||
Foreign currency transactions | (576,986 | ) | (226,905 | ) | ||||
Forward currency exchange contracts | (22,833 | ) | 43,735 | |||||
Net realized gain | 7,166,275 | 9,866,867 | ||||||
Net change in unrealized appreciation/(depreciation) on: | ||||||||
Investments | (46,480,763 | ) | 28,039,909 | |||||
Foreign currency transactions and translation of other assets and liabilities denominated in foreign currency | (11,997 | ) | (14,932 | ) | ||||
Change in accrued foreign capital gains tax on appreciated securities | 356,649 | (296,336 | ) | |||||
Net change in unrealized appreciation/(depreciation) | (46,136,111 | ) | 27,728,641 | |||||
Net realized and unrealized gain/(loss) | (38,969,836 | ) | 37,595,508 | |||||
Net increase/(decrease) in net assets resulting from operations | $ | (34,807,134 | ) | $ | 45,055,562 |
(1) | For the period April 1, 2018 to October 31, 2018. On September 24, 2018, the Laudus Mondrian Emerging Markets Fund (the “Emerging Markets Predecessor Fund”) was reorganized into the Gallery Trust Mondrian Emerging Markets Equity Fund (the “Emerging Markets Fund”). Information presented prior to September 24, 2018 is that of the Emerging Markets Predecessor Fund. Effective October 31, 2018, the Emerging Markets Fund changed its fiscal year end to October 31. See Note 1 in Notes to Financial Statements. |
(2) | Custody fee reimbursement paid to the Emerging Markets Predecessor Fund. |
The accompanying notes are an integral part of the financial statements.
29
Income Fund For the Year or Period Ended
October 31, 2018 and March 31, 2018
STATEMENTS OF OPERATIONS | ||||||||
Period ended October 31, 2018(1) | Year ended March 31, 2018 | |||||||
Investment income | ||||||||
Dividends | $ | 5,660 | $ | 9,475 | ||||
Interest | 669,238 | 1,397,745 | ||||||
Less: foreign taxes withheld | (33 | ) | — | |||||
Total investment income | 674,865 | 1,407,220 | ||||||
Expenses | ||||||||
Investment advisory fees | 235,243 | 535,584 | ||||||
Audit and tax | 21,759 | 57,621 | ||||||
Dividend disbursing and transfer agent fees and expenses | 15,217 | 25,843 | ||||||
Registration fees | 14,649 | 20,364 | ||||||
Accounting and administration fees | 14,632 | 21,607 | ||||||
Printing fees | 14,132 | 16,822 | ||||||
Custodian fees | 9,967 | 30,184 | ||||||
Trustees’ fees and expenses | 7,744 | 14,277 | ||||||
Legal fees | 5,437 | — | ||||||
Other | 3,388 | 9,467 | ||||||
Chief Compliance Officer fees | 137 | — | ||||||
Interest expense | 108 | 773 | ||||||
Custody out-of-pocket fee reimbursement(2) | — | (13,445 | ) | |||||
Total expenses | 342,413 | 719,097 | ||||||
Less: | ||||||||
Investment advisory fees waived | (49,158 | ) | (62,289 | ) | ||||
Net expenses | 293,255 | 656,808 | ||||||
Net investment income | 381,610 | 750,412 | ||||||
Net realized gain/(loss) on: | ||||||||
Investments | 318,212 | (58,376 | ) | |||||
Foreign currency transactions | 277,505 | (271,905 | ) | |||||
Forward currency exchange contracts | (126,481 | ) | 1,172,660 | |||||
Net realized gain | 469,236 | 842,379 | ||||||
Net change in unrealized appreciation/(depreciation) on: | ||||||||
Investments | (5,950,921 | ) | 8,433,162 | |||||
Foreign currency transactions and translation of other assets and liabilities denominated in foreign currency | (20,743 | ) | 4,017 | |||||
Forward currency exchange contracts | (287,960 | ) | 135,250 | |||||
Net change in unrealized appreciation/(depreciation) | (6,259,624 | ) | 8,572,429 | |||||
Net realized and unrealized gain/(loss) | (5,790,388 | ) | 9,414,808 | |||||
Net increase/(decrease) in net assets resulting from operations | $ | (5,408,778 | ) | $ | 10,165,220 |
(1) | For the period April 1, 2018 to October 31, 2018. On September 24, 2018, the Laudus Mondrian International Government Fixed Income Fund (the “Fixed Income Predecessor Fund”) was reorganized into the Gallery Trust Mondrian International Government Fixed Income Fund (the “Fixed Income Fund”). Information presented prior to September 24, 2018 is that of the Fixed Income Predecessor Fund. Effective October 31, 2018, the Fixed Income Fund changed its fiscal year end to October 31. See Note 1 in Notes to Financial Statements. See Note 1 in Notes to Financial Statements. |
(2) | Custody fee reimbursement paid to the Fixed Income Predecessor Fund. |
The accompanying notes are an integral part of the financial statements.
30
STATEMENTS OF CHANGES IN NET ASSETS | ||||||||
Year ended October 31, 2018 | Year ended October 31, 2017 | |||||||
Operations: | ||||||||
Net investment income | $ | 15,426,689 | $ | 15,859,800 | ||||
Net realized gain on investments and foreign currency transactions | 29,467,944 | 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 | (78,752,548 | ) | 74,015,792 | |||||
Net increase/(decrease) in net assets resulting from operations | (33,857,915 | ) | 109,395,491 | |||||
Distributions(1) | (17,091,536 | ) | (11,061,260 | ) | ||||
Capital share transactions(2): | ||||||||
Issued | 63,514,902 | 172,146,981 | ||||||
Reinvestment of dividends | 12,352,316 | 7,229,070 | ||||||
Redemption fees - Note 2 | — | 5,891 | ||||||
Redeemed | (145,812,176 | ) | (117,195,080 | ) | ||||
Merger(3) | 77,683,607 | — | ||||||
Net increase in net assets from capital share transactions | 7,738,649 | 62,186,862 | ||||||
Total increase/(decrease) in net assets | (43,210,802 | ) | 160,521,093 | |||||
Net assets: | ||||||||
Beginning of year | 580,797,684 | 420,276,591 | ||||||
End of year(4) | $ | 537,586,882 | $ | 580,797,684 |
(1) | Current year presentation of distributions conforms with S-X Disclosure Simplification. Prior year distributions have been consolidated to conform with S-X Disclosure Simplification (see Note 15). |
(2) | See Note 9 – Share transactions in Notes to the Financial Statements. |
(3) | See Note 14 in Notes to the Financial Statements. |
(4) | Includes undistributed net investment income of $15,098,004, in 2017. The SEC eliminated the requirement to disclose undistributed net investment income in 2018. |
The accompanying notes are an integral part of the financial statements.
31
STATEMENTS OF CHANGES IN NET ASSETS | ||||||||||||
Period ended October 31, 2018(1) | Year ended March 31, 2018 | Year ended March 31, 2017 | ||||||||||
Operations: | ||||||||||||
Net investment income | $ | 4,162,702 | $ | 7,460,054 | $ | 7,459,147 | ||||||
Net realized gain/(loss) on investments, forward currency exchange contracts and foreign currency transactions | 7,166,275 | 9,866,867 | (27,940,771 | ) | ||||||||
Net change in unrealized appreciation/ (depreciation) on investments, foreign capital gains tax on appreciated securities, foreign currency transactions and translation of other assets and liabilities denominated in foreign currency | (46,136,111 | ) | 27,728,641 | 62,217,878 | ||||||||
Net increase/(decrease) in net assets resulting from operations | (34,807,134 | ) | 45,055,562 | 41,736,254 | ||||||||
Distributions(2) | (2,885,248 | ) | (8,413,005 | ) | (9,543,878 | ) | ||||||
Capital share transactions(3): | ||||||||||||
Issued | 4,528,240 | 39,445,892 | 43,964,614 | |||||||||
Reinvestment of dividends | 2,844,738 | 8,123,300 | 9,118,772 | |||||||||
Redeemed | (194,561,410 | ) | (114,376,997 | ) | (156,500,583 | ) | ||||||
Net decrease in net assets from capital share transactions | (187,188,432 | ) | (66,807,805 | ) | (103,417,197 | ) | ||||||
Total decrease in net assets | (224,880,814 | ) | (30,165,248 | ) | (71,224,821 | ) | ||||||
Net assets: | ||||||||||||
Beginning of year/period | 314,259,162 | 344,424,410 | 415,649,231 | |||||||||
End of year/period(4) | $ | 89,378,348 | $ | 314,259,162 | $ | 344,424,410 |
(1) | For the period April 1, 2018 to October 31, 2018. On September 24, 2018, the Laudus Mondrian Emerging Markets Fund (the “Emerging Markets Predecessor Fund”) was reorganized into the Gallery Trust Mondrian Emerging Markets Equity Fund (the “Emerging Markets Fund”). Information presented prior to September 24, 2018 is that of the Emerging Markets Predecessor Fund. Effective October 31, 2018, the Emerging Markets Fund changed its fiscal year end to October 31. See Note 1 in Notes to Financial Statements. |
(2) | Current year presentation of distributions conforms with S-X Disclosure Simplification. Prior year distributions have been consolidated to conform with S-X Disclosure Simplification (see Note 15). |
(3) | See Note 9 – Share transactions in Notes to the Financial Statements. |
(4) | Includes distributions in excess of net investment income of $(233,515) in March 31, 2018 and $(1,208,817) in March 31, 2017. The SEC eliminated the requirement to disclose undistributed net investment income in October 31, 2018. |
The accompanying notes are an integral part of the financial statements.
32
STATEMENTS OF CHANGES IN NET ASSETS | ||||||||||||
Period ended October 31, 2018(1) | Year ended March 31, 2018 | Year ended March 31, 2017 | ||||||||||
Operations: | ||||||||||||
Net investment income | $ | 381,610 | $ | 750,412 | $ | 1,129,081 | ||||||
Net realized gain/(loss) on investments, forward currency exchange contracts and foreign currency transactions | 469,236 | 842,379 | (4,813,012 | ) | ||||||||
Net change in unrealized appreciation/ (depreciation) on investments, forward currency exchange contracts, foreign currency transactions and translation of other assets and liabilities denominated in foreign currency | (6,259,624 | ) | 8,572,429 | (3,925,465 | ) | |||||||
Net increase/(decrease) in net assets resulting from operations | (5,408,778 | ) | 10,165,220 | (7,609,396 | ) | |||||||
Distributions(2) | (357,037 | ) | (12,784 | ) | (776,618 | ) | ||||||
Capital share transactions(3): | ||||||||||||
Issued | 4,598,270 | 6,608,676 | 81,286,242 | |||||||||
Reinvestment of dividends | 276,836 | 9,308 | 506,323 | |||||||||
Redeemed | (46,313,903 | ) | (28,005,673 | ) | (97,779,218 | ) | ||||||
Net decrease in net assets from capital share transactions | (41,438,797 | ) | (21,387,689 | ) | (15,986,653 | ) | ||||||
Total decrease in net assets | (47,204,612 | ) | (11,235,253 | ) | (24,372,667 | ) | ||||||
Net assets: | ||||||||||||
Beginning of year/period | 84,330,171 | 95,565,424 | 119,938,091 | |||||||||
End of year/period(4) | $ | 37,125,559 | $ | 84,330,171 | $ | 95,565,424 |
(1) | For the period April 1, 2018 to October 31, 2018. On September 24, 2018, the Laudus Mondrian International Government Fixed Income Fund (the “Fixed Income Predecessor Fund”) was reorganized into the Gallery Trust Mondrian International Government Fixed Income Fund (the “Fixed Income Fund”). Information presented prior to September 24, 2018 is that of the Fixed Income Predecessor Fund. Effective October 31, 2018, the Fixed Income Fund changed its fiscal year end to October 31. See Note 1 in Notes to Financial Statements. See Note 1 in Notes to Financial Statements. |
(2) | Current year presentation of distributions conforms with S-X Disclosure Simplification. Prior year distributions have been consolidated to conform with S-X Disclosure Simplification (see Note 15). |
(3) | See Note 9 – Share transactions in Notes to the Financial Statements. |
(4) | Includes distributions in excess of net investment income of $(1,971,079) in March 31, 2018 and $(4,835,789) in March 31, 2017. The SEC eliminated the requirement to disclose undistributed net investment income in October 31, 2018. |
The accompanying notes are an integral part of the financial statements.
33
FINANCIAL HIGHLIGHTS | ||||||||||||||||||||
Selected per share data & ratios for a share outstanding throughout the year | ||||||||||||||||||||
Year Ended 10/31/18 | Year Ended 10/31/17 | Year Ended 10/31/16(2) | Year Ended 10/31/15(2) | Year Ended 10/31/14(2) | ||||||||||||||||
Net asset value, beginning of year | $ | 15.97 | $ | 13.46 | $ | 14.24 | $ | 15.12 | $ | 15.34 | ||||||||||
Income/(loss) from operations:(1) | ||||||||||||||||||||
Net investment income | 0.47 | 0.42 | 0.43 | 0.38 | 0.63 | |||||||||||||||
Net realized and unrealized gain/(loss) on investments | (1.48 | ) | 2.40 | (0.84 | ) | (0.58 | ) | (0.43 | ) | |||||||||||
Total gain/(loss) from operations | (1.01 | ) | 2.82 | (0.41 | ) | (0.20 | ) | 0.20 | ||||||||||||
Redemption fees | — | — | (4) | — | (4) | — | — | |||||||||||||
Dividends and distributions from: | ||||||||||||||||||||
Net investment income | (0.48 | ) | (0.31 | ) | (0.37 | ) | (0.68 | ) | (0.42 | ) | ||||||||||
Total dividends and distributions | (0.48 | ) | (0.31 | ) | (0.37 | ) | (0.68 | ) | (0.42 | ) | ||||||||||
Net asset value, end of period | $ | 14.48 | $ | 15.97 | $ | 13.46 | $ | 14.24 | $ | 15.12 | ||||||||||
Total return† | (6.56 | )% | 21.39 | % | (2.83 | )% | (1.39 | )% | 1.46 | % | ||||||||||
Ratios and supplemental data | ||||||||||||||||||||
Net assets, end of year ($ Thousands) | $ | 537,587 | $ | 580,798 | $ | 420,277 | $ | 358,381 | $ | 446,527 | ||||||||||
Ratio of expenses to average net assets (including waivers and reimbursements) | 0.79 | % | 0.79 | % | 0.82 | % | 0.88 | % | 0.86 | % | ||||||||||
Ratio of expenses to average net assets (excluding waivers and reimbursements) | 0.88 | % | 0.85 | % | 0.89 | % | 0.88 | % | 0.86 | % | ||||||||||
Ratio of net investment income to average net assets | 2.96 | % | 2.91 | % | 3.20 | % | 2.54 | % | 4.04 | % | ||||||||||
Portfolio turnover rate | 23 | %(3) | 28 | %(3) | 20 | % | 28 | %(3) | 21 | % |
† | 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. |
(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. |
The accompanying notes are an integral part of the financial statements.
34
FINANCIAL HIGHLIGHTS | ||||||||||||||||||||||||
Selected per share data & ratios for a share outstanding throughout the year or period | ||||||||||||||||||||||||
Period Ended 10/31/18(2) | Year Ended 3/31/18(3) | Year Ended 3/31/17 | Year Ended 3/31/16 | Year Ended 3/31/15 | Year Ended 3/31/14 | |||||||||||||||||||
Net asset value, beginning of year/period | $ | 8.59 | $ | 7.71 | $ | 7.03 | $ | 8.18 | $ | 8.69 | $ | 9.85 | ||||||||||||
Income/(loss) from operations:(1) | ||||||||||||||||||||||||
Net investment income | 0.15 | 0.19 | 0.14 | 0.14 | 0.12 | 0.14 | ||||||||||||||||||
Net realized and unrealized gain/(loss) on investments | (1.45 | ) | 0.92 | 0.72 | (1.20 | ) | (0.39 | ) | (1.19 | ) | ||||||||||||||
Total gain/(loss) from operations | (1.30 | ) | 1.11 | 0.86 | (1.06 | ) | (0.27 | ) | (1.05 | ) | ||||||||||||||
Dividends and distributions from: | ||||||||||||||||||||||||
Net investment income | (0.22 | ) | (0.23 | ) | (0.18 | ) | (0.09 | ) | (0.24 | ) | (0.11 | ) | ||||||||||||
Net realized gains | — | — | — | — | — | (0.00 | )(7) | |||||||||||||||||
Total dividends and distributions | (0.22 | ) | (0.23 | ) | (0.18 | ) | (0.09 | ) | (0.24 | ) | (0.11 | ) | ||||||||||||
Net asset value, end of year/period | $ | 7.07 | $ | 8.59 | $ | 7.71 | $ | 7.03 | $ | 8.18 | $ | 8.69 | ||||||||||||
Total return† | (15.26 | )% | 14.55 | % | 12.57 | % | (12.87 | )% | (3.03 | )% | (10.62 | )% | ||||||||||||
Ratios and supplemental data | ||||||||||||||||||||||||
Net assets, end of year/period ($ Thousands) | $ | 89,378 | $ | 314,259 | $ | 336,896 | $ | 406,462 | $ | 559,347 | $ | 121,795 | ||||||||||||
Ratio of expenses to average net assets (including waivers and reimbursements) | 1.18 | %* | 1.19 | %(4) | 1.20 | % | 1.20 | % | 1.29 | %(5) | 1.45 | % | ||||||||||||
Ratio of expenses to average net assets (excluding waivers and reimbursements) | 1.26 | %* | 1.21 | %(4) | 1.22 | % | 1.21 | % | 1.31 | % | 1.52 | % | ||||||||||||
Ratio of net investment income to average net assets | 3.25 | %* | 2.30 | %(4) | 1.92 | % | 1.87 | % | 1.42 | % | 1.55 | % | ||||||||||||
Portfolio turnover rate | 62 | %** | 39 | % | 32 | % | 28 | % | 30 | %(6) | 69 | % |
* | 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. |
(1) | Per share calculations were performed using average shares for the period. |
(2) | For the period April 1, 2018 to October 31, 2018. On September 24, 2018, the Laudus Mondrian Emerging Markets Fund (the “Emerging Markets Predecessor Fund”) was reorganized into the Gallery Trust Mondrian Emerging Markets Equity Fund (the “Emerging Markets Fund”). Information presented prior to September 24, 2018 is that of the Emerging Markets Predecessor Fund. Effective October 31, 2018, the Emerging Markets Fund changed its fiscal year end to October 31. See Note 1 in Notes to Financial Statements. |
(3) | Effective July 25, 2017, the Investor Share class, the Select Share class, and the Institutional Share class were consolidated into a single class of shares of the fund. The financial history as shown in the financial highlights is that of the former Institutional Shares. |
(4) | The ratio of net operating expenses and gross operating expenses would have been 1.20% and 1.22%, respectively, and the ratio of net investment income would have been 2.29%, if the custody out-of-pocket fee reimbursement had not been included. |
(5) | Effective October 1, 2014, the annual operating expense was reduced. The ratio presented for period ended 3/31/15 is a blended ratio. |
(6) | Portfolio turnover excludes the impact of investment activity from a merger with another fund. |
(7) | Value is less than ($0.005) per share. |
The accompanying notes are an integral part of the financial statements.
35
FINANCIAL HIGHLIGHTS | ||||||||||||||||||||||||
Selected per share data & ratios for a share outstanding throughout the year or period | ||||||||||||||||||||||||
Period Ended 10/31/18(2) | Year Ended 3/31/18 | Year Ended 3/31/17 | Year Ended 3/31/16 | Year Ended 3/31/15 | Year Ended 3/31/14 | |||||||||||||||||||
Net asset value, beginning of year/period | $ | 10.44 | $ | 9.32 | $ | 9.93 | $ | 9.45 | $ | 10.89 | $ | 11.01 | ||||||||||||
Income/(loss) from operations:(1) | ||||||||||||||||||||||||
Net investment income | 0.06 | 0.08 | 0.09 | 0.11 | 0.15 | 0.16 | ||||||||||||||||||
Net realized and unrealized gain/(loss) on investments | (0.86 | ) | 1.04 | (0.64 | ) | 0.56 | (1.14 | ) | (0.21 | ) | ||||||||||||||
Total gain/(loss) from operations | (0.80 | ) | 1.12 | (0.55 | ) | 0.67 | (0.99 | ) | (0.05 | ) | ||||||||||||||
Dividends and distributions from: | ||||||||||||||||||||||||
Net investment income | — | (0.00 | )(3) | (0.00 | )(3) | — | — | — | ||||||||||||||||
Net realized gains | (0.09 | ) | — | (0.06 | ) | (0.19 | ) | (0.45 | ) | (0.07 | ) | |||||||||||||
Total dividends and distributions | (0.09 | ) | (0.00 | )(3) | (0.06 | ) | (0.19 | ) | (0.45 | ) | (0.07 | ) | ||||||||||||
Net asset value, end of year/period | $ | 9.55 | $ | 10.44 | $ | 9.32 | $ | 9.93 | $ | 9.45 | $ | 10.89 | ||||||||||||
Total return† | (7.69 | )% | 12.03 | % | (5.48 | )% | 7.27 | % | (9.37 | )% | (0.49 | )% | ||||||||||||
Ratios and supplemental data | ||||||||||||||||||||||||
Net assets, end of year/period ($ Thousands) | $ | 37,126 | $ | 84,330 | $ | 95,565 | $ | 119,938 | $ | 187,388 | $ | 652,647 | ||||||||||||
Ratio of expenses to average net assets (including waivers and reimbursements) | 0.74 | %* | 0.74 | %(4) | 0.75 | % | 0.75 | % | 0.74 | % | 0.69 | % | ||||||||||||
Ratio of expenses to average net assets (excluding waivers and reimbursements) | 0.86 | %* | 0.81 | %(4) | 0.79 | % | 0.81 | % | 0.76 | % | 0.69 | % | ||||||||||||
Ratio of net investment income to average net assets | 0.96 | %* | 0.84 | %(4) | 0.87 | % | 1.21 | % | 1.39 | % | 1.48 | % | ||||||||||||
Portfolio turnover rate | 32 | %** | 52 | % | 98 | % | 31 | % | 50 | % | 52 | % |
* | 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. |
(1) | Per share calculations were performed using average shares for the period. |
(2) | For the period April 1, 2018 to October 31, 2018. On September 24, 2018, the Laudus Mondrian International Government Fixed Income Fund (the “Fixed Income Predecessor Fund”) was reorganized into the Gallery Trust Mondrian International Government Fixed Income Fund (the “Fixed Income Fund”). Information presented prior to September 24, 2018 is that of the Fixed Income Predecessor Fund. Effective October 31, 2018, the Fixed Income Fund changed its fiscal year end to October 31. See Note 1 in Notes to Financial Statements. |
(3) | Value is less than ($0.005) per share. |
(4) | The ratio of net operating expenses and gross operating expenses would have been 0.75% and 0.82%, respectively, and the ratio of net investment income would have been 0.83%, if the custody out-of-pocket fee reimbursement had not been included. |
The accompanying notes are an integral part of the financial statements.
36
1. | Organization |
2. | Significant accounting policies |
NOTES TO FINANCIAL STATEMENTS (continued)
NOTES TO FINANCIAL STATEMENTS (continued)
NOTES TO FINANCIAL STATEMENTS (continued)
NOTES TO FINANCIAL STATEMENTS (continued)
Average Monthly Notional Contracts Purchased | $(16,713,696) |
Average Monthly Notional Contracts Sold | 17,327,994 |
Counterparty | Gross Assets Recognized in the Statement of Assets and Liabilities | Gross Liabilities Recognized in the Statement of Assets and Liabilities | Net Amount Available to be Offset | Cash Collateral Pledged or (Received) | Net Amount† | |||||||||||||||
Brown Brothers Harriman | $ | 1,903 | $ | (22,378 | ) | $ | (20,475 | ) | $ | — | $ | (20,475 | ) | |||||||
Total | $ | 1,903 | $ | (22,378 | ) | $ | (20,475 | ) | $ | — | $ | (20,475 | ) |
† | Represents the net receivable/(payable) that would be due from/to the counterparty in the event of default. Exposure from OTC financial derivative instruments can only be netted across transactions governed under the same master agreement with the same legal entity. |
3. | Transactions with affiliates |
4. | Administration, Custodian, Transfer Agent and Distribution Agreements |
5. | Investment Advisory Agreement |
NOTES TO FINANCIAL STATEMENTS (continued)
6. | Investment transactions |
Purchases | Sales | |||||||
International Fund | $ | 117,669,211 | $ | 191,786,570 | ||||
Emerging Markets Fund | 130,859,435 | 315,608,555 | ||||||
Fixed Income Fund | 17,864,359 | 60,699,937 |
7. | In-Kind transfer of securities |
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 |
Distributable Earnings/(Loss)* | ||||||||||||
Undistributed Net Investment Income | Accumulated Net Realized Gain | Paid-in Capital | ||||||||||
International Fund | $ | 338,976 | $ | (2,043,004 | ) | $ | 1,704,028 | |||||
Emerging Markets Fund | 3,277,720 | (3,277,720 | ) | — | ||||||||
Fixed Income Fund | 418,773 | (431,557 | ) | 12,784 |
* | The reporting simplification amendments to Regulation S-X simplifies the reporting requirements for Registered Investment Companies by combining the components of net assets attributable to Undistributed Net Investment Income, Accumulated Net Realized Gain/Loss, and Unrealized Gain/Loss to one line item “Total Distributable Earnings/(Loss)”. The table above provides the tax characteristics of distributable earnings/(loss) which are included in Total distributable earnings/(loss). |
Ordinary Income | Long-Term Capital Gain | Total | ||||||||||||||
International Fund | 2018 | $ | 17,091,536 | $ | — | $ | 17,091,536 | |||||||||
2017 | 11,061,260 | — | 11,061,260 | |||||||||||||
Emerging Markets Fund | 2018 | 2,885,248 | — | 2,885,248 | ||||||||||||
2018 | * | 8,413,005 | — | 8,413,005 | ||||||||||||
2017 | ** | 9,543,878 | — | 9,543,878 | ||||||||||||
Fixed Income Fund | 2018 | 13,004 | 344,033 | 357,037 | ||||||||||||
2018 | * | 12,784 | — | 12,784 | ||||||||||||
2017 | ** | 14,676 | 761,942 | 776,618 |
International Fund | Emerging Markets Fund | Fixed Income Fund | ||||||||||
Undistributed ordinary income | $ | 14,003,990 | $ | 4,415,072 | $ | 28 | ||||||
Undistributed long-term capital gains | 15,987,011 | — | — | |||||||||
Capital loss carryforwards | — | (104,045,376 | ) | — | ||||||||
Net unrealized appreciation (depreciation) on investments | (12,072,643 | ) | (10,963,166 | ) | (1,083,248 | ) | ||||||
Other temporary differences | — | — | (705,928 | ) | ||||||||
Total distributable earnings | $ | 17,918,358 | $ | (110,593,470 | ) | $ | (1,789,148 | ) |
Total | ||||
Emerging Markets Fund | $ | 104,045,376 | * |
Federal Tax Cost | Aggregate Gross Unrealized Appreciation | Aggregate Gross Unrealized Depreciation | Net Unrealized Appreciation (Depreciation) | |||||||||||||
International Fund | $ | 542,475,815 | $ | 35,412,665 | $ | (47,485,308 | ) | $ | (12,072,643 | ) | ||||||
Emerging Markets Fund | 98,551,556 | 4,020,647 | (14,983,813 | ) | (10,963,166 | ) | ||||||||||
Fixed Income Fund | 37,772,393 | 690,979 | (1,774,227 | ) | (1,083,248 | ) |
9. | Share transactions |
Mondrian International Equity Fund | ||||||||
Year ended October 31, 2018 | Year ended October 31, 2017 | |||||||
Shares transactions: | ||||||||
Issued | 4,042,576 | 12,536,376 | ||||||
Reinvestment of dividends | 787,273 | 543,948 | ||||||
Redeemed | (9,064,192 | ) | (7,936,911 | ) | ||||
Merger(1) | 5,007,561 | — | ||||||
Net increase in shares outstanding | 773,218 | 5,143,413 |
Mondrian Emerging Markets Equity Fund | ||||||||||||
Period ended October 31, 2018(2) | Year ended March 31, 2018(3) | Year ended March 31, 2017 | ||||||||||
Shares transactions: | ||||||||||||
Issued | 563,003 | 4,763,454 | 6,087,943 | |||||||||
Reinvestment of dividends | 382,872 | 990,646 | 1,315,792 | |||||||||
Redeemed | (24,907,045 | ) | (13,829,336 | ) | (21,844,730 | ) | ||||||
Net decrease in shares outstanding | (23,961,170 | ) | (8,075,236 | ) | (14,440,995 | ) |
Fixed Income Fund | ||||||||||||
Period ended October 31, 2018(4) | Year ended March 31, 2018 | Year ended March 31, 2017 | ||||||||||
Shares transactions: | ||||||||||||
Issued | 452,240 | 665,839 | 8,151,717 | |||||||||
Reinvestment of dividends | 28,105 | 938 | 56,636 | |||||||||
Redeemed | (4,666,215 | ) | (2,840,010 | ) | (10,038,045 | ) | ||||||
Net decrease in shares outstanding | (4,185,870 | ) | (2,173,233 | ) | (1,829,692 | ) |
(1) | See Note 14. |
(2) | For the period April 1, 2018 to October 31, 2018. On September 24, 2018, the Laudus Mondrian Emerging Markets Fund (the “Emerging Markets Predecessor Fund”) was reorganized into the Gallery Trust Mondrian Emerging Markets Equity Fund (the “Emerging Markets Fund”). Information presented prior to September 24, 2018 is that of the Emerging Markets Predecessor Fund. Effective October 31, 2018, the Emerging Markets Fund changed its fiscal year end to October 31. See Note 1. |
(3) | Effective July 25, 2017, the Investor Share class, the Select Share class, and the Institutional Share class were consolidated into a single class of shares of the Fund. |
(4) | For the period April 1, 2018 to October 31, 2018. On September 24, 2018, the Laudus Mondrian International Government Fixed Income Fund (the “Fixed Income Predecessor Fund”) was reorganized into the Gallery Trust Mondrian International Government Fixed Income Fund (the “Fixed Income Fund”). Information presented prior to September 24, 2018 is that of the Fixed Income Predecessor Fund. Effective October 31, 2018, the Fixed Income Fund changed its fiscal year end to October 31. See Note 1. |
10. | Risks associated with financial instruments |
NOTES TO FINANCIAL STATEMENTS (continued)
NOTES TO FINANCIAL STATEMENTS (continued)
11. | Indemnifications |
12. | Overdrafts from banks |
13. | Other |
No. of Shareholders | % Ownership | |||||||
International Fund | 4 | 55 | % | |||||
Emerging Markets Fund | 5 | 82 | % | |||||
Fixed Income Fund | 3 | 82 | % |
14. | Fund merger |
Acquired Fund | Net Assets | Shares | Undistributed Net Investment Income | Undistributed Net Realized Loss on Investments | Unrealized Appreciation on Investments | |||||||||||||||
Laudus Mondrian International Equity Fund | $ | 77,683,607 | 13,423,307 | $ | 21,223 | $ | (1,723,842 | ) | $ | 13,436,246 |
Surviving Fund | Shares Issued | Net Assets Prior to Merger | Net Assets After Merger | |||||||||
Mondrian International Equity Fund | 5,007,561 | $ | 500,636,933 | $ | 578,320,540 |
Acquired Fund | Net Investment Income | Net Realized Gain on Investments | Unrealized Depreciation on Investments | |||||||||
Laudus Mondrian International Equity Fund | $ | 18,209,526 | $ | 37,147,932 | $ | (89,838,343 | ) |
15. | Regulatory matters |
Fixed Income Fund | Year ended March 31, 2017 | |||
Net Investment Income | $ | (14,676 | ) | |
Net Realized Gain | (761,942 | ) |
16. | New accounting pronouncement |
17. | Subsequent events |
Fund | Statements of operations | Statements of changes in net assets |
Mondrian International Equity Fund | For the year ended October 31, 2018 | For the years ended October 31, 2018 and 2017 |
Mondrian Emerging Markets Equity Fund, Mondrian International Government Fixed Income Fund | For the period April 1, 2018 to October 31, 2018 and for the year ended March 31, 2018 | For the period April 1, 2018 to October 31, 2018 and for the years ended March 31, 2018 and 2017 |
DISCLOSURE OF FUND EXPENSES (concluded)
Beginning Account Value 5/1/18 | Ending Account Value 10/31/18 | Annualized Expense Ratios | Expenses Paid During Period* | |||||||||||||
Mondrian International Equity Fund | ||||||||||||||||
Actual Fund Return | $ | 1,000.00 | $ | 910.10 | 0.79 | % | $ | 3.80 | ||||||||
Hypothetical 5% Return | $ | 1,000.00 | $ | 1,021.22 | 0.79 | % | $ | 4.02 | ||||||||
Mondrian Emerging Markets Equity Fund | ||||||||||||||||
Actual Fund Return | $ | 1,000.00 | $ | 853.30 | 1.18 | % | $ | 5.51 | ||||||||
Hypothetical 5% Return | $ | 1,000.00 | $ | 1,019.26 | 1.18 | % | $ | 6.01 | ||||||||
Mondrian International Government Fixed Income Fund | ||||||||||||||||
Actual Fund Return | $ | 1,000.00 | $ | 946.70 | 0.74 | % | $ | 3.63 | ||||||||
Hypothetical 5% Return | $ | 1,000.00 | $ | 1,021.48 | 0.74 | % | $ | 3.77 |
* | Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period.) |
Set forth below are the names, years of birth, positions with the Trust, length of term of office, and the principal occupations for the last five years of each of the persons currently serving as Trustees and Officers of the Trust. Unless otherwise noted, the business address of each Trustee is SEI Investments Company, 1 Freedom Valley Drive, Oaks, Pennsylvania 19456. Trustees who are deemed not to be “interested persons” of the Trust are referred to as “Independent Trustees.” Mr. Doran is a Trustee who may be deemed to be “interested” persons of the Trust as that term is defined in the 1940 Act by virtue of their affiliation with the Trust’s Distributor. The Trust’s Statement of Additional Information (“SAI”) includes additional information about the Trustees and Officers. The SAI may be obtained without charge by calling 1-888-832-4386. The following chart lists Trustees and Officers as of October 31, 2018. |
Name and Year of Birth | Position With Trust and Length of Time Served1 | Principal Occupations in the Past Five Years | Other Directorships Held in the Past Five Years2 |
INTERESTED TRUSTEE 3 4 | |||
WILLIAM M. DORAN (Born: 1940) | Chairman of the Board of Trustees (Since 2015) | Self-Employed Consultant since 2003. Partner at Morgan, Lewis & Bockius LLP (law firm) from 1976 to 2003. Counsel to the Trust, SEI Investments, SIMC, the Administrator and the Distributor. Secretary of SEI Investments since 1978. | Current Directorships: Trustee of The Advisors’ Inner Circle Fund III, Schroder Series Trust, Schroder Global Series Trust, SEI Daily Income Trust, SEI Institutional International Trust, SEI Institutional Investments Trust, SEI Institutional Managed Trust, SEI Asset Allocation Trust, SEI Tax Exempt Trust, Adviser Managed Trust, New Covenant Funds, SEI Insurance Products Trust and SEI Catholic Values Trust. Director of SEI Investments, SEI Investments (Europe), Limited, SEI Investments��Global Funds Services, Limited, SEI Investments Global, Limited, SEI Investments (Asia), Limited, SEI Global Nominee Ltd., SEI Investments – Unit Trust Management (UK) Limited and SEI Investments Co. Director of the Distributor. Former Directorships: Director of SEI Alpha Strategy Portfolios, LP to 2013. Trustee of O’Connor EQUUS (closed-end investment company) to 2016. Trustee of SEI Liquid Asset Trust to 2016. Trustee of Winton Series Trust to 2017. Trustee of The Advisors’ Inner Circle Fund, The Advisors’ Inner Circle Fund II, Bishop Street Funds, The KP Funds and Winton Diversified Opportunities Fund (closed-end investment company) to 2018. |
1 | Each Trustee shall hold office during the lifetime of this Trust until the election and qualification of his or her successor, or until he or she dies, resigns, or is removed in accordance with the Declaration of Trust. |
2 | Directorships of Companies required to report to the Securities and Exchange Commission under the Securities Exchange act of 1934 (i.e., “public companies”) or other investment companies under the 1940 Act. |
3 | Trustees oversee 3 Funds in the Trust. |
4 | Mr. Doran may be deemed to be an “interested” person of the Fund as that term is defined in the 1940 Act by virtue of his affiliation with the Distributor and/or its affiliates |
Name and Year of Birth | Position with Trust and Length of Time Served1 | Principal Occupations In the Past Five Years | Other Directorships Held in the Past Five Years2 |
INDEPENDENT TRUSTEES 3 | |||
JON C. HUNT (Born: 1951) | Trustee and Lead Independent Trustee (Since 2015) | Retired since 2013. Consultant to Management, Convergent Capital Management, LLC (“CCM”) from 2012 to 2013. Managing Director and Chief Operating Officer, CCM from 1998 to 2012. | Current Directorships: Trustee of City National Rochdale Funds, The Advisors’ Inner Circle Fund III, Schroder Series Trust and Schroder Global Series Trust. Former Directorships: Trustee of O’Connor EQUUS (closed-end investment company) to 2016. Member of Independent Committee of Nuveen Commodities Asset Management to 2016. Trustee of Winton Series Trust to 2017. Trustee of Winton Diversified Opportunities Fund (closed-end investment company) to 2018. |
THOMAS P. LEMKE (Born: 1954) | Trustee (Since 2015) | Retired since 2013. Executive Vice President and General Counsel, Legg Mason, Inc. from 2005 to 2013. | Current Directorships: Trustee of The Advisors’ Inner Circle Fund III, Schroder Series Trust, Schroder Global Series Trust and JP Morgan Active ETFs. Former Directorships: Trustee of Munder Funds to 2014. Trustee of Victory Funds to 2015. Trustee of O’Connor EQUUS (closed-end investment company) to 2016. Trustee of Winton Series Trust and AXA Premier VIP Trust to 2017. Trustee of Winton Diversified Opportunities Fund (closed-end investment company) to 2018. |
JAY C. NADEL (Born: 1958) | Trustee (Since 2016) | Self-Employed Consultant since 2004. Executive Vice President, Bank of New York Broker Dealer from 2002 to 2004. Partner/Managing Director, Weiss Peck & Greer/ Robeco from 1986 - 2001. | Current Directorships: Trustee of City National Rochdale Funds, The Advisors’ Inner Circle Fund III, Schroder Series Trust and Schroder Global Series Trust. Former Directorships: Trustee of Rochdale Investment Trust to 2013. Trustee of Winton Series Trust to 2017. Director of Lapolla Industries, Inc. to 2017. Trustee of Winton Diversified Opportunities Fund (closed-end investment company) to 2018. |
RANDALL S. YANKER (Born: 1960) | Trustee (Since 2015) | Co-Founder and Senior Partner, Alternative Asset Managers, L.P. since 2004. | Current Directorships: Trustee of The Advisors’ Inner Circle Fund III, Schroder Series Trust and Schroder Global Series Trust. Independent Non-Executive Director of HFA Holdings Limited. Former Directorships: Trustee of O’Connor EQUUS (closed-end investment company) to 2016. Trustee of Winton Series Trust to 2017. Trustee of Winton Diversified Opportunities Fund (closed-end investment company) to 2018. |
1 | Each Trustee shall hold office during the lifetime of this Trust until the election and qualification of his or her successor, or until he or she dies, resigns, or is removed in accordance with the Declaration of Trust. |
2 | Directorships of Companies required to report to the Securities and Exchange Commission under the Securities Exchange act of 1934 (i.e., “public companies”) or other investment companies under the 1940 Act. |
3 | Trustees oversee 3 Funds in the Trust. |
Name and Year of Birth | Position(s) Held with the Trust and Length of Time Served | Principal Occupation in the Past Five Years |
OFFICERS | ||
MICHAEL BEATTIE (Born: 1965) | President (Since 2015) | Director of Client Service, SEI Investments Company, since 2004. |
JAMES BERNSTEIN (Born: 1962) | Vice President and Assistant Secretary (Since 2017) | Attorney, SEI Investments, since 2017. Prior Positions: Self-employed consultant, 2017. Associate General Counsel & Vice President, Nationwide Funds Group and Nationwide Mutual Insurance Company, from 2002 to 2016. Assistant General Counsel & Vice President, Market Street Funds and Provident Mutual Insurance Company, from 1999 to 2002. |
JOHN BOURGEOIS (Born: 1973) | Assistant Treasurer (Since 2017) | Fund Accounting Manager, SEI Investments, since 2000. |
STEPHEN CONNORS (Born: 1984) | Treasurer, Controller and Chief Financial Officer (Since 2015) | Director, SEI Investments, Fund Accounting, since 2014. Audit Manager, Deloitte & Touche LLP, from 2011 to 2014. |
DIANNE M. DESCOTEAUX (Born: 1977) | Vice President and Secretary (Since 2015) | Counsel at SEI Investments since 2010. Associate at Morgan, Lewis & Bockius LLP, from 2006 to 2010. |
RUSSELL EMERY (Born: 1962) | Chief Compliance Officer (Since 2015) | Chief Compliance Officer of SEI Structured Credit Fund, LP since 2007. Chief Compliance Officer of SEI Alpha Strategy Portfolios, LP from 2007 to 2013. Chief Compliance Officer of The Advisors’ Inner Circle Fund, The Advisors’ Inner Circle Fund II, The Advisors’ Inner Circle Fund III, Bishop Street Funds, The KP Funds, Schroder Series Trust, Schroder Global Series Trust, SEI Institutional Managed Trust, SEI Asset Allocation Trust, SEI Institutional International Trust, SEI Institutional Investments Trust, SEI Daily Income Trust, SEI Tax Exempt Trust, Adviser Managed Trust, New Covenant Funds, SEI Insurance Products Trust and SEI Catholic Values Trust. Chief Compliance Officer of SEI Opportunity Fund, L.P. to 2010. Chief Compliance Officer of O’Connor EQUUS (closed-end investment company) to 2016. Chief Compliance Officer of SEI Liquid Asset Trust to 2016. Chief Compliance Officer of Winton Series Trust to 2017. Chief Compliance Officer of Winton Diversified Opportunities Fund (closed-end investment company) to 2018. |
ROBERT MORROW (Born: 1968) | Vice President (Since 2017) | Account Manager, SEI Investments, since 2007. |
BRIDGET E. SUDALL (Born: 1980) | Privacy Officer (Since 2015) Anti-Money Laundering Officer (Since 2015) | Senior Associate and AML Officer, Morgan Stanley Alternative Investment Partners, from 2011 to 2015. Investor Services Team Lead, Morgan Stanley Alternative Investment Partners, from 2007 to 2011. |
Foreign Investors | ||||||||||||||||||||||||||||||||||
Ordinary Income Distributions | Long-Term Capital Gain Distributions | Total Distributions | Qualifying for Corporate Dividends Received Deduction (1) | Qualifying Dividend Income (2) | U.S. Government Interest (3) | Interest Related Dividends (4) | Short-Term Capital Gain Dividends (5) | Foreign Tax Credit (6) | ||||||||||||||||||||||||||
Mondrian International Equity Fund | ||||||||||||||||||||||||||||||||||
100.00 | % | 0.00 | % | 100.00 | % | 88.47 | % | 100.00 | % | 0.00 | % | 0.00 | % | 0.00 | % | 5.77 | % | |||||||||||||||||
Mondrian Emerging Markets Equity Fund | ||||||||||||||||||||||||||||||||||
100.00 | % | 0.00 | % | 100.00 | % | 12.46 | % | 57.43 | % | 0.00 | % | 0.00 | % | 0.00 | % | 19.36 | % | |||||||||||||||||
Mondrian International Government Fixed Income Fund | ||||||||||||||||||||||||||||||||||
0.00 | % | 100.00 | % | 100.00 | % | 0.00 | % | 0.00 | % | 0.00 | % | 0.00 | % | 0.00 | % | 0.00 | % |
(1) | Qualifying dividends represent dividends which qualify for the corporate dividends received deduction and is reflected as a percentage of ordinary income distributions (the total of short-term capital gain and net investment income distributions). |
(2) | The percentage in this column represents the amount of “Qualifying Dividend Income” as created by the Jobs and Growth Tax Relief Reconciliation Act of 2003 and is reflected as a percentage of ordinary income distributions (the total of short-term capital gain and net investment income distributions). It is the intention of the Fund to designate the maximum amount permitted by law. |
(3) | “U.S. Government Interest” represents the amount of interest that was derived from direct U.S. Government obligations and distributed during the fiscal year. This amount is reflected as a percentage of ordinary income. Generally, interest from direct U.S. Government obligations is exempt from state income tax. However, for shareholders of the Fund who are residents of California, Connecticut and New York, the statutory threshold requirements were not satisfied to permit exemption of these amounts from state income. |
(4) | The percentage in this column represents the amount of “Interest Related Dividends” and is reflected as a percentage of ordinary income distributions. Interest related dividends are exempted from U.S. withholding tax when paid to foreign investors. |
(5) | The percentage of this column represents the amount of “Short-Term Capital Gain Dividends” and is reflected as a percentage of short-term capital gain distributions that is exempted from U.S. withholding tax when paid to foreign investors. |
(6) | The percentage in this column represents the amount of “Qualifying Foreign Taxes” as a percentage of ordinary distributions during the fiscal year ended October 31, 2018. The International Fund and Emerging Markets Fund intend to pass through a Foreign Tax Credit to shareholders for fiscal year ended 2018. The total amount of foreign source income is $16,835,397 and $4,913,522, respectively. The total amount of foreign tax paid is $1,045,777 and $692,807, respectively. Your allocation share of the foreign tax credit will be reported on form 1099-DIV. The information reported herein may differ from the information and distributions taxable to the shareholders for the calendar year ending December 31, 2018. Complete information will be computed and reported in conjunction with your 2018 Form 1099-DIV. |
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 |
2018 | 2017 | |||||||||||||||||
All fees and services to the Trust that were pre- approved | All fees and services to service affiliates that were pre- approved | All other fees and services to service affiliates that did not require pre- approval | All fees and services to the Trust that were pre- approved | All fees and services to service affiliates that were pre- approved | All other fees and services to service affiliates that did not require pre-approval | |||||||||||||
(a) | Audit Fees(1) | $75,400 | None | None | $ 23,900 | None | None | |||||||||||
(b) | Audit-Related Fees | $22,500 | None | $136,057 | None | None | $119,807 | |||||||||||
(c) | Tax Fees | None | None | $164,500(2)(3) | None | None | $56,121 | |||||||||||
(d) | All Other Fees | None | None | None | None | None | $49,600 |
(1) | Audit fees include amounts related to the audit of the Trust’s annual financial statements and services normally provided by the accountant in connection with statutory and regulatory filings. |
(2) | Contains tax return preparation fees for affiliates of the Funds. |
(3) | Contains tax compliance services provided to service affiliates of the Funds. |
(e)(2) | Percentage of fees billed by PwC applicable to non-audit services pursuant to the “de minimis” exception of Rule 2-01(c)(7)(i)(C) were as follows: |
2018 | 2017 | |
Audit-Related Fees | None | None |
Tax Fees | None | None |
All Other Fees | None | None |
(Registrant) | Gallery Trust | |
By (Signature and Title) | /s/ Michael Beattie | |
Michael Beattie | ||
President | ||
Date: January 8, 2019 |
By (Signature and Title) | /s/ Michael Beattie | |
Michael Beattie | ||
President | ||
Date: January 8, 2019 | ||
By (Signature and Title) | /s/ Stephen Connors | |
Stephen Connors | ||
Treasurer, Controller & CFO | ||
Date: January 8, 2019 |