UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-3445
The Merger Fund
(Exact name of registrant as specified in charter)
100 Summit Lake Drive
Valhalla, New York 10595
(Address of principal executive offices) (Zip code)
Roy Behren and Michael T. Shannon
100 Summit Lake Drive
Valhalla, New York 10595
(Name and address of agent for service)
1-800-343-8959
Registrant's telephone number, including area code
Date of fiscal year end: December 31
Date of reporting period: June 30, 2014
Item 1. Reports to Stockholders.
|
THE MERGER FUND |
|
WCM ALTERNATIVES: |
EVENT-DRIVEN FUND |
|
SEMI-ANNUAL REPORT
June 30, 2014
GLOBAL MERGER ACTIVITY
Quarterly volume of announced global mergers
and acquisitions January 2004 – June 2014 (Unaudited)
Source: Bloomberg, Global Financial Advisory Mergers & Acquisitions Rankings First Six-Months 2014
DEAL COMPOSITION
The Merger Fund (Unaudited)
Type of Buyer* | | | | | | Deal Terms* | | | | |
Strategic | | | 100.0 | % | | | Stock & Stub1 | | | 37.0 | % | |
Financial | | | 0.0 | % | | | Cash & Stock | | | 18.6 | % | |
| | | | | | | Cash | | | 18.5 | % | |
By Deal Type* | | | | | | | Stock with Fixed Exchange Ratio | | | 12.6 | % | |
Friendly | | | 93.3 | % | | | Undetermined2 | | | 11.1 | % | |
Hostile | | | 6.7 | % | | | Stock with Flexible Exchange Ratio (Collar) | | | 2.2 | % | |
* | Data expressed as a percentage of long common stock, corporate and municipal bonds and swap contract positions as of June 30, 2014. |
1 | “Stub” includes assets other than cash and stock (e.g., escrow notes). |
2 | The compensation is undetermined because the compensation to be received (e.g., stock, cash, escrow notes, other) will be determined at a later date, potentially at the option of the Fund’s investment adviser. |
PORTFOLIO COMPOSITION
The Merger Fund (Unaudited)
WCM Alternatives: Event-Driven Fund (Unaudited)
* | Data expressed as a percentage of long common stock, corporate and municipal bonds and swap contract positions as of June 30, 2014. |
The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poor Financial Services LLC (“S&P”). GICS is a service mark of MSCI and S&P and has been licensed for use by U.S. Bancorp Fund Services, LLC.
The Merger Fund and WCM Alternatives: Event-Driven Fund EXPENSE EXAMPLE
June 30, 2014 (Unaudited)
As a shareholder of a Fund, you incur two types of costs: (1) transaction costs as described below and (2) ongoing costs, including management fees, distribution and/or service fees, and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in a Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 for the period 1/1/14 - 6/30/14.
Actual Expenses
The first line of the table for each share class provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The example below includes, among other fees, management fees, fund accounting, custody and transfer agent fees. However, the example below does not include portfolio trading commissions and related expenses, and extraordinary expenses as determined under generally accepted accounting principles.
Hypothetical Example for Comparison Purposes
The second line of the table for each share class provides information about hypothetical account values and hypothetical expenses based on each Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as redemption fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
The Merger Fund and WCM Alternatives: Event-Driven Fund EXPENSE EXAMPLE
June 30, 2014 (Unaudited)
| | | Annualized | Expenses Paid |
| Beginning Account | Ending Account | Expense | During Period |
| Value 1/1/14 | Value 6/30/14 | Ratio | 1/1/14 - 6/30/14* |
The Merger Fund | | | | |
Investor Class | | | | |
Actual+(1) | $1,000.00 | $1,028.70 | 1.43% | $7.19 |
Hypothetical+(2) | $1,000.00 | $1,017.70 | 1.43% | $7.15 |
Institutional Class | | | | |
Actual++(3) | $1,000.00 | $1,029.40 | 1.27% | $6.39 |
Hypothetical++(2) | $1,000.00 | $1,018.50 | 1.27% | $6.36 |
| | | | |
WCM Alternatives: Event-Driven Fund | | | | |
Institutional Class^ | | | | |
Actual+++(4) | $1,000.00 | $1,051.00 | 2.15% | $10.93 |
Hypothetical+++(2) | $1,000.00 | $1,014.13 | 2.15% | $10.74 |
* | 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). |
+ | Excluding dividends and borrowing expense on securities sold short, your actual cost of investment in and your hypothetical cost of investment in The Merger Fund Investor Class would have been $6.19 and $6.16, respectively. |
++ | Excluding dividends and borrowing expense on securities sold short, your actual cost of investment in and your hypothetical cost of investment in The Merger Fund Institutional Class would have been $5.38 and $5.36, respectively. |
+++ | Excluding dividends and borrowing expense on securities sold short, your actual cost of investment in and your hypothetical cost of investment in the WCM Alternatives: Event-Driven Fund would have been $8.85 and $8.20, respectively. |
(1) | Ending account values and expenses paid during the period based on a 2.87% return. This actual return is net of expenses. |
(2) | Ending account values and expenses paid during period based on a 5.00% annual return before expenses. |
(3) | Ending account values and expenses paid during the period based on a 2.94% return. This actual return is net of expenses. |
(4) | Ending account values and expenses paid during the period based on a 5.10% return, which is calculated for the period January 2, 2014 (commencement of operations) to June 30, 2014. This actual return is net of expenses. |
^ | Commencement of operations January 2, 2014. |
SCHEDULE OF INVESTMENTS
June 30, 2014 (Unaudited)
Shares | | | | Value | |
| |
COMMON STOCKS — 88.04% | |
| | | | | |
| | ADVERTISING — 2.98% | | | |
| 3,139,900 | | Lamar Advertising Company Class A (f) | | $ | 166,414,700 | |
| | | | | | | |
| | | AEROSPACE & DEFENSE — 1.06% | | | | |
| 641,800 | | B/E Aerospace, Inc. (a)(h) | | | 59,360,082 | |
| | | | | | | |
| | | APPLICATION SOFTWARE — 0.21% | | | | |
| 566,143 | | AutoNavi Holdings, Ltd. — ADR (a) | | | 11,832,389 | |
| 2,250 | | King Digital Entertainment plc (a)(b) | | | 46,238 | |
| | | | | | 11,878,627 | |
| | | | | | | |
| | | AUTOMOBILE MANUFACTURERS — 2.03% | | | | |
| 3,121,100 | | General Motors Company (f) | | | 113,295,930 | |
| | | | | | | |
| | | BROADCASTING & CABLE TV — 1.84% | | | | |
| 1,647,758 | | CBS Corporation Class B (f) | | | 102,391,682 | |
| | | | | | | |
| | | CABLE & SATELLITE TV — 9.80% | | | | |
| 1,404,558 | | DIRECTV (a)(e) | | | 119,401,476 | |
| 913,500 | | DISH Network Corporation Class A (a)(e) | | | 59,450,580 | |
| 345,145 | | Liberty Global plc Series C (a) | | | 14,603,085 | |
| 33,052,651 | | Sirius XM Holdings, Inc. (a)(f) | | | 114,362,172 | |
| 1,621,051 | | Time Warner Cable, Inc. (f) | | | 238,780,812 | |
| | | | | | 546,598,125 | |
| | | COAL & CONSUMABLE FUELS — 0.02% | | | | |
| | | | | | | |
| 21,700 | | CONSOL Energy, Inc. | | | 999,719 | |
| | | COMMODITY CHEMICALS — 0.19% | | | | |
| 710,778 | | PetroLogistics LP | | | 10,206,772 | |
| | | | | | | |
| | | CONSTRUCTION & ENGINEERING — 0.31% | | | | |
| 505,132 | | Foster Wheeler AG (b) | | | 17,209,847 | |
| | | | | | | |
| | | CONSTRUCTION & FARM MACHINERY | | | | |
| | | & HEAVY TRUCKS — 0.20% | | | | |
| 343,600 | | The Manitowoc Company, Inc. (f) | | | 11,290,696 | |
| | | | | | | |
| | | CONSTRUCTION MATERIALS — 1.71% | | | | |
| 1,033,356 | | Texas Industries, Inc. (a)(e) | | | 95,440,760 | |
| | | | | | | |
| | | CONSUMER FINANCE — 2.09% | | | | |
| 4,717,909 | | Navient Corporation (f) | | | 83,554,168 | |
| 3,974,761 | | SLM Corporation | | | 33,030,264 | |
| | | | | | 116,584,432 | |
| | | | | | | |
| | | DIVERSIFIED BANKS — 0.17% | | | | |
| 587,358 | | Wing Hang Bank, Ltd. (b) | | | 9,473,027 | |
The accompanying notes are an integral part of these financial statements.
The Merger Fund
SCHEDULE OF INVESTMENTS (continued)
June 30, 2014 (Unaudited)
Shares | | | | Value | |
| | | | | |
| | DIVERSIFIED CHEMICALS — 5.65% | | | |
| 1,365,000 | | The Dow Chemical Company (f) | | $ | 70,242,900 | |
| 1,479,900 | | E.I. Du Pont de Nemours & Company (f) | | | 96,844,656 | |
| 5,270,704 | | Huntsman Corporation (f) | | | 148,106,782 | |
| | | | | | 315,194,338 | |
| | | | | | | |
| | | DIVERSIFIED METALS & MINING — 0.01% | | | | |
| 276,970 | | Pilot Gold, Inc. (a)(b) | | | 378,967 | |
| | | | | | | |
| | | DIVERSIFIED SUPPORT SERVICES — 1.18% | | | | |
| 104,600 | | Civeo Corporation | | | 2,618,138 | |
| 1,783,600 | | Iron Mountain, Inc. (h) | | | 63,228,620 | |
| | | | | | 65,846,758 | |
| | | | | | | |
| | | DRUG RETAIL — 0.65% | | | | |
| 487,700 | | Walgreen Company | | | 36,153,201 | |
| | | | | | | |
| | | FOOD RETAIL — 1.53% | | | | |
| 2,479,639 | | Safeway, Inc. (g) | | | 85,150,803 | |
| | | | | | | |
| | | GOLD — 0.70% | | | | |
| 1,529,484 | | Newmont Mining Corporation | | | 38,910,073 | |
| | | | | | | |
| | | HEALTH CARE EQUIPMENT — 2.81% | | | | |
| 1,735,407 | | Covidien plc (b)(e) | | | 156,499,003 | |
| | | | | | | |
| | | INDUSTRIAL MACHINERY — 0.86% | | | | |
| 704,900 | | The Timken Company | | | 47,820,416 | |
| | | | | | | |
| | | INTEGRATED OIL & GAS — 5.28% | | | | |
| 484,600 | | BP plc — ADR | | | 25,562,650 | |
| 1,590,600 | | Hess Corporation (f) | | | 157,294,434 | |
| 1,086,000 | | Occidental Petroleum Corporation (f) | | | 111,456,180 | |
| | | | | | 294,313,264 | |
| | | | | | | |
| | | INTEGRATED TELECOMMUNICATION SERVICES — 0.39% | | | | |
| 437,500 | | Verizon Communications, Inc. | | | 21,406,875 | |
| | | | | | | |
| | | INTERNET SOFTWARE & SERVICES — 1.96% | | | | |
| 318,700 | | Equinix, Inc. (a)(g) | | | 66,955,683 | |
| 1,209,500 | | Yahoo!, Inc. (a) | | | 42,489,735 | |
| | | | | | 109,445,418 | |
| | | | | | | |
| | | LIFE & HEALTH INSURANCE — 0.80% | | | | |
| 648,672 | | Protective Life Corporation | | | 44,972,430 | |
| | | | | | | |
| | | LIFE SCIENCES TOOLS & SERVICES — 0.99% | | | | |
| 966,200 | | Agilent Technologies, Inc. (h) | | | 55,498,528 | |
| | | | | | | |
| | | MOVIES & ENTERTAINMENT — 0.00% | | | | |
| 1,000 | | SFX Entertainment, Inc. (a) | | | 8,100 | |
| | | | | | | |
The accompanying notes are an integral part of these financial statements.
The Merger Fund
SCHEDULE OF INVESTMENTS (continued)
June 30, 2014 (Unaudited)
Shares | | | | Value | |
| | | | | |
| | MULTI-LINE INSURANCE — 3.01% | | | |
| 3,074,887 | | American International Group, Inc. (f) | | $ | 167,827,332 | |
| | | | | | | |
| | | MULTI-UTILITIES — 0.51% | | | | |
| 1,114,100 | | CenterPoint Energy, Inc. | | | 28,454,114 | |
| | | | | | | |
| | | OIL & GAS DRILLING — 2.87% | | | | |
| 843,300 | | Ensco plc Class A (b) | | | 46,862,181 | |
| 2,905,077 | | Noble Corporation plc (b)(f) | | | 97,494,384 | |
| 355,800 | | Transocean, Ltd. (b) | | | 16,021,674 | |
| | | | | | 160,378,239 | |
| | | | | | | |
| | | OIL & GAS EQUIPMENT & SERVICES — 2.62% | | | | |
| 33,700 | | Halliburton Company | | | 2,393,037 | |
| 1,705,400 | | National Oilwell Varco, Inc. (f) | | | 140,439,690 | |
| 52,300 | | Oil States International, Inc. (a) | | | 3,351,907 | |
| | | | | | 146,184,634 | |
| | | | | | | |
| | | OIL & GAS EXPLORATION & PRODUCTION — 4.01% | | | | |
| 1,137,900 | | Anadarko Petroleum Corporation (f) | | | 124,565,913 | |
| 2,872,100 | | QEP Resources, Inc. (f) | | | 99,087,450 | |
| | | | | | 223,653,363 | |
| | | | | | | |
| | | OIL & GAS STORAGE & TRANSPORTATION — 0.02% | | | | |
| 17,200 | | The Williams Companies, Inc. | | | 1,001,212 | |
| | | | | | | |
| | | PACKAGED FOODS & MEATS — 4.33% | | | | |
| 3,875,305 | | The Hillshire Brands Company (f) | | | 241,431,502 | |
| | | | | | | |
| | | PAPER PRODUCTS — 1.61% | | | | |
| 1,777,900 | | International Paper Company (f) | | | 89,730,613 | |
| | | | | | | |
| | | PHARMACEUTICALS — 8.83% | | | | |
| 716,916 | | Allergan, Inc. (f) | | | 121,316,526 | |
| 128,900 | | Endo International plc (a)(b) | | | 9,025,578 | |
| 1,843,092 | | Forest Laboratories, Inc. (a)(e) | | | 182,466,108 | |
| 671,500 | | Mallinckrodt plc (a)(b)(h) | | | 53,733,430 | |
| 3,644,569 | | Pfizer, Inc. (f) | | | 108,170,808 | |
| 190,627 | | Questcor Pharmaceuticals, Inc. | | | 17,631,091 | |
| | | | | | 492,343,541 | |
| | | | | | | |
| | | REGIONAL BANKS — 0.27% | | | | |
| 1,349,441 | | Investors Bancorp, Inc. | | | 14,911,323 | |
| | | | | | | |
| | | REITS — 4.70% | | | | |
| 2,592,675 | | CommonWealth REIT (f) | | | 68,239,206 | |
| 6,065,243 | | NorthStar Realty Finance Corporation (a)(f) | | | 105,413,923 | |
| 1,581,506 | | Starwood Property Trust, Inc. | | | 37,592,398 | |
| 288,499 | | Starwood Waypoint Residential Trust (a) | | | 7,561,559 | |
| | | | | | | |
The accompanying notes are an integral part of these financial statements.
The Merger Fund
SCHEDULE OF INVESTMENTS (continued)
June 30, 2014 (Unaudited)
Shares | | | | Value | |
| | | | | |
| | REITS — 4.70% (continued) | | | |
| 1,305,500 | | Weyerhaeuser Company | | $ | 43,198,995 | |
| | | | | | 262,006,081 | |
| | | | | | | |
| | | SECURITY & ALARM SERVICES — 0.43% | | | | |
| 731,400 | | Corrections Corporation of America (h) | | | 24,026,490 | |
| | | | | | | |
| | | SEMICONDUCTOR EQUIPMENT — 1.69% | | | | |
| 5,517,865 | | Tokyo Electron Ltd. — ADR (g) | | | 94,300,313 | |
| | | | | | | |
| | | SEMICONDUCTORS — 0.17% | | | | |
| 557,286 | | RDA Microelectronics, Inc. — ADR | | | 9,535,163 | |
| | | | | | | |
| | | SPECIALTY CHEMICALS — 1.42% | | | | |
| 259,200 | | Ashland, Inc. | | | 28,185,408 | |
| 1,959,100 | | Chemtura Corporation (a)(h) | | | 51,191,283 | |
| | | | | | 79,376,691 | |
| | | | | | | |
| | | THRIFTS & MORTGAGE FINANCE — 1.63% | | | | |
| 9,239,441 | | Hudson City Bancorp, Inc. (g) | | | 90,823,705 | |
| | | | | | | |
| | | TOBACCO — 0.20% | | | | |
| 186,700 | | Lorillard, Inc. | | | 11,383,099 | |
| | | | | | | |
| | | TRADING COMPANIES & DISTRIBUTORS — 0.28% | | | | |
| 426,350 | | NOW, Inc. (a) | | | 15,438,134 | |
| | | | | | | |
| | | TRUCKING — 0.10% | | | | |
| 202,000 | | Hertz Global Holdings, Inc. (a) | | | 5,662,060 | |
| | | | | | | |
| | | WIRELESS TELECOMMUNICATION SERVICES — 3.92% | | | | |
| 8,649,806 | | Sprint Corporation (a)(f) | | | 73,782,845 | |
| 2,948,190 | | T-Mobile U.S., Inc. (a)(f) | | | 99,118,148 | |
| 1,370,525 | | Vodafone Group plc — ADR | | | 45,761,830 | |
| | | | | | 218,662,823 | |
| | | TOTAL COMMON STOCKS (Cost $4,466,467,112) | | | 4,909,873,005 | |
| | | | |
CONTINGENT VALUE RIGHTS — 0.00% | | | | |
| 77,699 | | Leap Wireless International, Inc. (a)(d)(k) | | | 194,247 | |
| | | TOTAL CONTINGENT VALUE RIGHTS (Cost $0) | | | 194,247 | |
| | | | |
WARRANTS — 0.00% | | | | |
| 142,642 | | Kinross Gold Corporation (a)(b) | | | 3,342 | |
| | | TOTAL WARRANTS (Cost $540,028) | | | 3,342 | |
The accompanying notes are an integral part of these financial statements.
The Merger Fund
SCHEDULE OF INVESTMENTS (continued)
June 30, 2014 (Unaudited)
Principal Amount | | Value | |
| | | |
CORPORATE BONDS — 3.51% | | | |
| | American Airlines Group, Inc. | | | |
$ | 30,933,000 | | 7.500%, 3/15/2016 (Acquired 1/29/13 through 11/21/13, cost $31,266,730) (i) | | $ | 32,189,653 | |
| | | B/E Aerospace, Inc. | | | | |
| 14,941,000 | | 5.250%, 4/1/2022 | | | 16,341,719 | |
| | | Drill Rigs Holdings, Inc. | | | | |
| 25,506,000 | | 6.500%, 10/1/2017 (Acquired 5/27/14 through 5/28/14, cost $26,564,838) (b)(i) | | | 26,207,415 | |
| | | Gentiva Health Services, Inc. | | | | |
| 34,194,000 | | 11.500%, 9/1/2018 | | | 36,544,837 | |
| | | The Hillman Group, Inc. | | | | |
| 4,930,000 | | 10.875%, 6/1/2018 | | | 5,232,209 | |
| | | MetroPCS Wireless, Inc. | | | | |
| 10,338,000 | | 6.625%, 11/15/2020 | | | 11,074,583 | |
| | | National Money Mart Company | | | | |
| 26,613,000 | | 10.375%, 12/15/2016 (b) | | | 28,109,981 | |
| | | Nuveen Investments, Inc. | | | | |
| 33,620,000 | | 9.500%, 10/15/2020 (Acquired 4/17/14 through 6/6/14, cost $40,080,184) (i) | | | 40,007,800 | |
| | | TOTAL CORPORATE BONDS (Cost $195,289,064) | | | 195,708,197 | |
| | | | |
MUNICIPAL BONDS — 0.11% | | | | |
| | | Louisiana Public Facilities | | | | |
| 5,984,000 | | 9.750%, 8/1/2014 | | | 6,004,884 | |
| | | TOTAL MUNICIPAL BONDS (Cost $5,984,000) | | | 6,004,884 | |
| | | | |
Contracts (100 shares per contract) | | | | |
| | | | |
PURCHASED CALL OPTIONS — 0.02% | | | | |
| | | CBOE Volatility Index | | | | |
| 5,596 | | Expiration: July 2014, Exercise Price: $13.00 | | | 313,376 | |
| 4,659 | | Expiration: July 2014, Exercise Price: $14.00 | | | 186,360 | |
| 8,394 | | Expiration: August 2014, Exercise Price: $14.00 | | | 881,370 | |
| | | | | | 1,381,106 | |
| | | | |
PURCHASED PUT OPTIONS — 0.26% | | | | |
| | | Agilent Technologies, Inc. | | | | |
| 622 | | Expiration: August 2014, Exercise Price: $50.00 | | | 14,306 | |
| 7,067 | | Expiration: November 2014, Exercise Price: $45.00 | | | 310,948 | |
| | | Allergan, Inc. | | | | |
| 981 | | Expiration: September 2014, Exercise Price: $140.00 | | | 193,747 | |
| | | Alstom SA | | | | |
| 3,336 | | Expiration: July 2014, Exercise Price: EUR 26.00 (j) | | | 132,473 | |
| 2,769 | | Expiration: August 2014, Exercise Price: EUR 26.00 (j) | | | 227,495 | |
| | | | | | | |
The accompanying notes are an integral part of these financial statements.
The Merger Fund
SCHEDULE OF INVESTMENTS (continued)
June 30, 2014 (Unaudited)
Contracts (100 shares per contract) | | Value | |
| | American International Group, Inc. | | | |
| 3,453 | | Expiration: August 2014, Exercise Price: $44.00 | | $ | 24,171 | |
| 1,684 | | Expiration: August 2014, Exercise Price: $45.00 | | | 13,472 | |
| 1,848 | | Expiration: August 2014, Exercise Price: $46.00 | | | 19,404 | |
| 17,121 | | Expiration: August 2014, Exercise Price: $49.00 | | | 376,662 | |
| | | Anadarko Petroleum Corporation | | | | |
| 3,359 | | Expiration: August 2014, Exercise Price: $85.00 | | | 50,385 | |
| 5,477 | | Expiration: August 2014, Exercise Price: $87.50 | | | 101,324 | |
| | | Ashland, Inc. | | | | |
| 2,203 | | Expiration: July 2014, Exercise Price: $85.00 | | | 6,609 | |
| | | B/E Aerospace, Inc. | | | | |
| 2,842 | | Expiration: October 2014, Exercise Price: $80.00 | | | 312,620 | |
| 897 | | Expiration: October 2014, Exercise Price: $85.00 | | | 195,098 | |
| | | Barrick Gold Corporation | | | | |
| 3,768 | | Expiration: October 2014, Exercise Price: $20.00 | | | 885,480 | |
| | | BP plc — ADR | | | | |
| 2,534 | | Expiration: July 2014, Exercise Price: $44.00 | | | 5,068 | |
| 2,170 | | Expiration: August 2014, Exercise Price: $45.00 | | | 16,275 | |
| | | CBS Corporation Class B | | | | |
| 5,174 | | Expiration: September 2014, Exercise Price: $50.00 | | | 155,220 | |
| 3,256 | | Expiration: September 2014, Exercise Price: $52.50 | | | 146,520 | |
| 2,936 | | Expiration: September 2014, Exercise Price: $55.00 | | | 220,200 | |
| | | CenterPoint Energy, Inc. | | | | |
| 7,354 | | Expiration: August 2014, Exercise Price: $17.50 | | | 36,770 | |
| | | Chemtura Corporation | | | | |
| 2,698 | | Expiration: September 2014, Exercise Price: $17.50 | | | 33,725 | |
| 11,870 | | Expiration: September 2014, Exercise Price: $20.00 | | | 178,050 | |
| | | CommonWealth REIT | | | | |
| 20,940 | | Expiration: July 2014, Exercise Price: $22.50 | | | 157,050 | |
| | | CONSOL Energy, Inc. | | | | |
| 185 | | Expiration: July 2014, Exercise Price: $36.00 | | | 555 | |
| | | Corrections Corporation of America | | | | |
| 3,657 | | Expiration: September 2014, Exercise Price: $30.00 | | | 118,853 | |
| | | DISH Network Corporation Class A | | | | |
| 8,222 | | Expiration: September 2014, Exercise Price: $52.50 | | | 698,870 | |
| | | The Dow Chemical Company | | | | |
| 1,872 | | Expiration: September 2014, Exercise Price: $44.00 | | | 54,288 | |
| 8,231 | | Expiration: September 2014, Exercise Price: $49.00 | | | 856,024 | |
| | | E.I. Du Pont de Nemours & Company | | | | |
| 9,949 | | Expiration: July 2014, Exercise Price: $57.50 | | | 34,821 | |
| 1,285 | | Expiration: October 2014, Exercise Price: $55.00 | | | 34,695 | |
The accompanying notes are an integral part of these financial statements.
The Merger Fund
SCHEDULE OF INVESTMENTS (continued)
June 30, 2014 (Unaudited)
Contracts (100 shares per contract) | | Value | |
| | Endo International plc | | | |
| 1,161 | | Expiration: July 2014, Exercise Price: $50.00 | | $ | 14,513 | |
| | | Ensco plc Class A | | | | |
| 4,728 | | Expiration: September 2014, Exercise Price: $46.00 | | | 70,920 | |
| | | Equinix, Inc. | | | | |
| 422 | | Expiration: September 2014, Exercise Price: $180.00 | | | 44,310 | |
| 940 | | Expiration: September 2014, Exercise Price: $185.00 | | | 148,050 | |
| | | General Motors Company | | | | |
| 4,327 | | Expiration: September 2014, Exercise Price: $30.00 | | | 86,540 | |
| 4,506 | | Expiration: September 2014, Exercise Price: $33.00 | | | 234,312 | |
| | | Halliburton Company | | | | |
| 2,753 | | Expiration: July 2014, Exercise Price: $49.00 | | | 2,753 | |
| | | Hertz Global Holdings, Inc. | | | | |
| 2,020 | | Expiration: August 2014, Exercise Price: $25.00 | | | 109,080 | |
| | | Hess Corporation | | | | |
| 11,135 | | Expiration: August 2014, Exercise Price: $77.50 | | | 66,810 | |
| | | The Hillshire Brands Company | | | | |
| 11,280 | | Expiration: July 2014, Exercise Price: $32.00 | | | 28,200 | |
| 4,111 | | Expiration: July 2014, Exercise Price: $33.00 | | | 10,278 | |
| 255 | | Expiration: August 2014, Exercise Price: $50.00 | | | 1,275 | |
| | | Huntsman Corporation | | | | |
| 26,742 | | Expiration: August 2014, Exercise Price: $21.00 | | | 66,855 | |
| 11,730 | | Expiration: August 2014, Exercise Price: $23.00 | | | 117,300 | |
| | | International Paper Company | | | | |
| 1,744 | | Expiration: July 2014, Exercise Price: $40.00 | | | 2,616 | |
| 9,209 | | Expiration: October 2014, Exercise Price: $40.00 | | | 138,135 | |
| 2,656 | | Expiration: October 2014, Exercise Price: $41.00 | | | 47,808 | |
| | | Iron Mountain, Inc. | | | | |
| 10,125 | | Expiration: July 2014, Exercise Price: $22.50 | | | 25,313 | |
| 4,719 | | Expiration: October 2014, Exercise Price: $20.00 | | | 23,595 | |
| | | Lamar Advertising Company Class A | | | | |
| 503 | | Expiration: July 2014, Exercise Price: $45.00 | | | 3,773 | |
| 3,140 | | Expiration: July 2014, Exercise Price: $47.00 | | | 39,250 | |
| 3,140 | | Expiration: July 2014, Exercise Price: $48.00 | | | 31,400 | |
| | | Lorillard, Inc. | | | | |
| 1,866 | | Expiration: July 2014, Exercise Price: $50.00 | | | 7,464 | |
| | | Mallinckrodt plc | | | | |
| 910 | | Expiration: July 2014, Exercise Price: $50.00 | | | 4,550 | |
| 6,580 | | Expiration: July 2014, Exercise Price: $55.00 | | | 49,350 | |
| | | The Manitowoc Company, Inc. | | | | |
| 2,749 | | Expiration: August 2014, Exercise Price: $29.00 | | | 109,960 | |
The accompanying notes are an integral part of these financial statements.
The Merger Fund
SCHEDULE OF INVESTMENTS (continued)
June 30, 2014 (Unaudited)
Contracts (100 shares per contract) | | Value | |
| | National Oilwell Varco, Inc. | | | |
| 5,320 | | Expiration: August 2014, Exercise Price: $65.00 | | $ | 55,860 | |
| 7,705 | | Expiration: August 2014, Exercise Price: $70.00 | | | 115,575 | |
| 881 | | Expiration: August 2014, Exercise Price: $72.50 | | | 15,858 | |
| | | Newmont Mining Corporation | | | | |
| 3,372 | | Expiration: July 2014, Exercise Price: $23.00 | | | 10,116 | |
| | | Noble Corporation plc | | | | |
| 2,220 | | Expiration: September 2014, Exercise Price: $26.00 | | | 26,640 | |
| 5,507 | | Expiration: September 2014, Exercise Price: $28.00 | | | 132,168 | |
| 14,246 | | Expiration: September 2014, Exercise Price: $29.00 | | | 484,364 | |
| | | Occidental Petroleum Corporation | | | | |
| 1,509 | | Expiration: August 2014, Exercise Price: $82.50 | | | 11,317 | |
| 1,755 | | Expiration: August 2014, Exercise Price: $85.00 | | | 21,060 | |
| 3,466 | | Expiration: August 2014, Exercise Price: $87.50 | | | 51,990 | |
| 1,007 | | Expiration: November 2014, Exercise Price: $87.50 | | | 92,644 | |
| | | Pfizer, Inc. | | | | |
| 4,165 | | Expiration: July 2014, Exercise Price: $27.00 | | | 4,165 | |
| 2,166 | | Expiration: July 2014, Exercise Price: $28.00 | | | 4,332 | |
| 2,953 | | Expiration: September 2014, Exercise Price: $24.00 | | | 11,812 | |
| 5,496 | | Expiration: September 2014, Exercise Price: $25.00 | | | 32,976 | |
| | | QEP Resources, Inc. | | | | |
| 22,805 | | Expiration: September 2014, Exercise Price: $25.00 | | | 205,245 | |
| | | SLM Corporation | | | | |
| 10,069 | | Expiration: July 2014, Exercise Price: $21.00 | | | 15,103 | |
| 294 | | Expiration: July 2014, Exercise Price: $22.00 | | | 441 | |
| 17,237 | | Expiration: October 2014, Exercise Price: $21.00 | | | 189,607 | |
| | | SPDR S&P 500 ETF Trust | | | | |
| 3,738 | | Expiration: August 2014, Exercise Price: $189.00 | | | 399,966 | |
| 3,737 | | Expiration: August 2014, Exercise Price: $190.00 | | | 459,651 | |
| 5,604 | | Expiration: August 2014, Exercise Price: $191.00 | | | 778,956 | |
| 4,671 | | Expiration: December 2014, Exercise Price: $160.00 | | | 457,758 | |
| 4,671 | | Expiration: December 2014, Exercise Price: $181.00 | | | 1,518,075 | |
| | | Sprint Corporation | | | | |
| 20,189 | | Expiration: August 2014, Exercise Price: $6.00 | | | 50,473 | |
| 47,902 | | Expiration: August 2014, Exercise Price: $7.00 | | | 526,922 | |
| | | Time Warner Cable, Inc. | | | | |
| 4,022 | | Expiration: July 2014, Exercise Price: $120.00 | | | 40,220 | |
| | | The Timken Company | | | | |
| 4,651 | | Expiration: September 2014, Exercise Price: $55.00 | | | 127,902 | |
| | | T-Mobile U.S., Inc. | | | | |
| 23,071 | | Expiration: August 2014, Exercise Price: $28.00 | | | 645,988 | |
The accompanying notes are an integral part of these financial statements.
The Merger Fund
SCHEDULE OF INVESTMENTS (continued)
June 30, 2014 (Unaudited)
Contracts (100 shares per contract) | | Value | |
| | Transocean, Ltd. | | | |
| 504 | | Expiration: August 2014, Exercise Price: $37.00 | | $ | 8,064 | |
| 1,666 | | Expiration: August 2014, Exercise Price: $38.00 | | | 28,322 | |
| 234 | | Expiration: August 2014, Exercise Price: $40.00 | | | 5,850 | |
| | | Verizon Communications, Inc. | | | | |
| 1,272 | | Expiration: August 2014, Exercise Price: $45.00 | | | 17,808 | |
| 714 | | Expiration: August 2014, Exercise Price: $46.00 | | | 17,136 | |
| | | Vodafone Group plc — ADR | | | | |
| 865 | | Expiration: July 2014, Exercise Price: $30.00 | | | 3,460 | |
| 1,641 | | Expiration: October 2014, Exercise Price: $32.00 | | | 152,613 | |
| 751 | | Expiration: October 2014, Exercise Price: $33.00 | | | 97,630 | |
| | | Walgreen Company | | | | |
| 1,507 | | Expiration: September 2014, Exercise Price: $60.00 | | | 45,963 | |
| 1,975 | | Expiration: September 2014, Exercise Price: $65.00 | | | 178,738 | |
| | | Weyerhaeuser Company | | | | |
| 12,220 | | Expiration: July 2014, Exercise Price: $24.00 | | | 91,650 | |
| 3,251 | | Expiration: July 2014, Exercise Price: $26.00 | | | 16,255 | |
| | | The Williams Companies, Inc. | | | | |
| 2,562 | | Expiration: July 2014, Exercise Price: $38.00 | | | 3,843 | |
| 2,160 | | Expiration: August 2014, Exercise Price: $39.00 | | | 10,800 | |
| | | Yahoo!, Inc. | | | | |
| 4,645 | | Expiration: July 2014, Exercise Price: $29.00 | | | 9,290 | |
| 5,636 | | Expiration: July 2014, Exercise Price: $33.00 | | | 180,352 | |
| | | | | | 14,450,546 | |
| | | TOTAL PURCHASED OPTIONS (Cost $48,362,843) | | | 15,831,652 | |
Principal Amount | | | | |
ESCROW NOTES — 0.04% | | | | |
$ | 1,243,406 | | AMR Corporation (a)(d)(k) | | | 2,300,301 | |
| 13,887,000 | | Dallas-Fort Worth International Airport (a)(d)(k) | | | — | |
| | | TOTAL ESCROW NOTES (Cost $3,721,337) | | | 2,300,301 | |
The accompanying notes are an integral part of these financial statements.
The Merger Fund
SCHEDULE OF INVESTMENTS (continued)
June 30, 2014 (Unaudited)
Shares | | | | Value | |
| | | |
SHORT-TERM INVESTMENTS — 14.55% | | | |
| 335,000,000 | | Fidelity Institutional Government Portfolio, | | | |
| | | Institutional Share Class, 0.01% (c)(f) | | $ | 335,000,000 | |
| 141,172,352 | | Goldman Sachs Financial Square Money Market Fund, | | | | |
| | | Institutional Share Class, 0.07% (c)(e) | | | 141,172,352 | |
| 335,000,000 | | The Liquid Asset Portfolio, | | | | |
| | | Institutional Share Class, 0.06% (c)(f) | | | 335,000,000 | |
| | | TOTAL SHORT-TERM INVESTMENTS | | | | |
| | | (Cost $811,172,352) | | | 811,172,352 | |
| | | TOTAL INVESTMENTS | | | | |
| | | (Cost $5,531,536,736) — 106.53% | | $ | 5,941,087,980 | |
ADR – American Depository Receipt
ETF – Exchange-Traded Fund
EUR – Euro
plc – Public Limited Company
REIT – Real Estate Investment Trust
(a) | Non-income producing security. |
(c) | The rate quoted is the annualized seven-day yield as of June 30, 2014. |
(d) | Security fair valued by the Adviser in good faith in accordance with the policies adopted by the Board of Trustees. |
(e) | All or a portion of the shares have been committed as collateral for open securities sold short. |
(f) | All or a portion of the shares have been committed as collateral for written option contracts. |
(g) | All or a portion of the shares have been committed as collateral for swap contracts. |
(h) | All or a portion of the shares have been committed as collateral for forward currency exchange contracts. |
(i) | Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration normally to qualified institutional buyers. As of June 30, 2014, these securities represented 1.76% of total net assets. |
(j) | Level 2 Security. Please see Note 2 on the Notes to the Financial Statements. |
(k) | Level 3 Security. Please see Note 2 on the Notes to the Financial Statements. |
The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poor Financial Services LLC (“S&P”). GICS is a service mark of MSCI and S&P and has been licensed for use by U.S. Bancorp Fund Services, LLC.
The accompanying notes are an integral part of these financial statements.
WCM Alternatives: Event-Driven Fund
SCHEDULE OF INVESTMENTS
June 30, 2014 (Unaudited)
Shares | | | | Value | |
| | | |
COMMON STOCKS — 83.61% | | | |
| | | | | |
| | ADVERTISING — 2.81% | | | |
| 4,000 | | Lamar Advertising Company Class A (e) | | $ | 212,000 | |
| | | | | | | |
| | | AEROSPACE & DEFENSE — 1.84% | | | | |
| 1,500 | | B/E Aerospace, Inc. (a)(e) | | | 138,735 | |
| | | | | | | |
| | | APPLICATION SOFTWARE — 0.35% | | | | |
| 514 | | AutoNavi Holdings, Ltd. — ADR (a)(d) | | | 10,743 | |
| 750 | | King Digital Entertainment plc (a)(b) | | | 15,412 | |
| | | | | | 26,155 | |
| | | | | | | |
| | | AUTOMOBILE MANUFACTURERS — 2.31% | | | | |
| 4,800 | | General Motors Company (e) | | | 174,240 | |
| | | | | | | |
| | | BROADCASTING & CABLE TV — 0.56% | | | | |
| 678 | | CBS Corporation Class B (e) | | | 42,131 | |
| | | | | | | |
| | | CABLE & SATELLITE TV — 9.57% | | | | |
| 2,208 | | DIRECTV (a)(d) | | | 187,702 | |
| 1,600 | | DISH Network Corporation Class A (a)(e) | | | 104,128 | |
| 450 | | Liberty Global plc Series C (a)(f) | | | 19,040 | |
| 49,748 | | Sirius XM Holdings, Inc. (a)(e) | | | 172,128 | |
| 1,617 | | Time Warner Cable, Inc. (e) | | | 238,184 | |
| | | | | | 721,182 | |
| | | | | | | |
| | | CONSTRUCTION & ENGINEERING — 0.73% | | | | |
| 1,622 | | Foster Wheeler AG (b)(d) | | | 55,262 | |
| | | | | | | |
| | | CONSTRUCTION & FARM | | | | |
| | | MACHINERY & HEAVY TRUCKS — 0.39% | | | | |
| 900 | | The Manitowoc Company, Inc. (e) | | | 29,574 | |
| | | | | | | |
| | | CONSTRUCTION MATERIALS — 1.36% | | | | |
| 1,106 | | Texas Industries, Inc. (a)(d) | | | 102,150 | |
| | | | | | | |
| | | CONSUMER FINANCE — 2.70% | | | | |
| 8,192 | | Navient Corporation (e) | | | 145,080 | |
| 7,056 | | SLM Corporation (e) | | | 58,635 | |
| | | | | | 203,715 | |
| | | | | | | |
| | | DIVERSIFIED BANKS — 2.15% | | | | |
| 3,200 | | Citigroup, Inc. (e) | | | 150,720 | |
| 695 | | Wing Hang Bank, Ltd. (b)(d) | | | 11,209 | |
| | | | | | 161,929 | |
| | | DIVERSIFIED CAPITAL MARKETS — 1.16% | | | | |
| 2,664 | | CI Financial Corporation (a)(b)(d) | | | 87,506 | |
| | | | | | | |
The accompanying notes are an integral part of these financial statements.
WCM Alternatives: Event-Driven Fund
SCHEDULE OF INVESTMENTS (continued)
June 30, 2014 (Unaudited)
Shares | | | | Value | |
| | | | | |
| | DIVERSIFIED CHEMICALS — 4.16% | | | |
| 2,400 | | The Dow Chemical Company (e) | | $ | 123,504 | |
| 2,900 | | E.I. Du Pont de Nemours & Company (e) | | | 189,776 | |
| | | | | | 313,280 | |
| | | | | | | |
| | | DRUG RETAIL — 1.08% | | | | |
| 1,100 | | Walgreen Company (e) | | | 81,543 | |
| | | | | | | |
| | | FOOD RETAIL — 1.84% | | | | |
| 4,033 | | Safeway, Inc. (d) | | | 138,493 | |
| | | | | | | |
| | | GOLD — 0.93% | | | | |
| 2,763 | | Newmont Mining Corporation (e) | | | 70,291 | |
| | | | | | | |
| | | HEALTH CARE EQUIPMENT — 2.84% | | | | |
| 2,373 | | Covidien plc (b)(e) | | | 213,997 | |
| | | | | | | |
| | | INDUSTRIAL CONGLOMERATES — 1.12% | | | | |
| 3,200 | | General Electric Company (e) | | | 84,096 | |
| | | | | | | |
| | | INDUSTRIAL MACHINERY — 0.72% | | | | |
| 800 | | The Timken Company (e) | | | 54,272 | |
| | | | | | | |
| | | INTEGRATED OIL & GAS — 2.95% | | | | |
| 1,100 | | BP plc — ADR (e) | | | 58,025 | |
| 1,600 | | Occidental Petroleum Corporation (e) | | | 164,208 | |
| | | | | | 222,233 | |
| | | | | | | |
| | | INTEGRATED TELECOMMUNICATION SERVICES — 0.84% | | | | |
| 1,300 | | Verizon Communications, Inc. (e) | | | 63,609 | |
| | | | | | | |
| | | INTERNET SOFTWARE & SERVICES — 1.21% | | | | |
| 100 | | Equinix, Inc. (a)(e) | | | 21,009 | |
| 2,000 | | Yahoo!, Inc. (a)(e) | | | 70,260 | |
| | | | | | 91,269 | |
| | | | | | | |
| | | LIFE & HEALTH INSURANCE — 0.48% | | | | |
| 524 | | Protective Life Corporation (d) | | | 36,329 | |
| | | | | | | |
| | | LIFE SCIENCES TOOLS & SERVICES — 0.53% | | | | |
| 700 | | Agilent Technologies, Inc. (e) | | | 40,208 | |
| | | | | | | |
| | | MULTI-LINE INSURANCE — 3.78% | | | | |
| 5,212 | | American International Group, Inc. (e) | | | 284,471 | |
| | | | | | | |
| | | MULTI-UTILITIES — 1.02% | | | | |
| 3,000 | | CenterPoint Energy, Inc. (e) | | | 76,620 | |
| | | | | | | |
The accompanying notes are an integral part of these financial statements.
WCM Alternatives: Event-Driven Fund SCHEDULE OF INVESTMENTS (continued)
June 30, 2014 (Unaudited)
Shares | | | | Value | |
| | | | | |
| | OIL & GAS DRILLING — 2.73% | | | |
| 1,200 | | Ensco plc Class A (b)(e) | | $ | 66,684 | |
| 2,523 | | Noble Corporation plc (b)(e) | | | 84,672 | |
| 1,200 | | Transocean, Ltd. (b)(e) | | | 54,036 | |
| | | | | | 205,392 | |
| | | | | | | |
| | | OIL & GAS EQUIPMENT & SERVICES — 2.41% | | | | |
| 2,200 | | National Oilwell Varco, Inc. (e) | | | 181,170 | |
| | | | | | | |
| | | OIL & GAS EXPLORATION & PRODUCTION — 3.11% | | | | |
| 1,700 | | Anadarko Petroleum Corporation (e) | | | 186,099 | |
| 1,400 | | QEP Resources, Inc. (e) | | | 48,300 | |
| | | | | | 234,399 | |
| | | | | | | |
| | | PACKAGED FOODS & MEATS — 5.05% | | | | |
| 6,106 | | The Hillshire Brands Company (e) | | | 380,404 | |
| | | | | | | |
| | | PAPER PRODUCTS — 1.21% | | | | |
| 1,800 | | International Paper Company (e) | | | 90,846 | |
| | | | | | | |
| | | PHARMACEUTICALS — 4.18% | | | | |
| 1,057 | | Allergan, Inc. (e) | | | 178,866 | |
| 399 | | Endo International plc (a)(b)(e) | | | 27,938 | |
| 296 | | Forest Laboratories, Inc. (a)(d) | | | 29,304 | |
| 1,700 | | Pfizer, Inc. (e) | | | 50,456 | |
| 303 | | Questcor Pharmaceuticals, Inc. (d) | | | 28,024 | |
| | | | | | 314,588 | |
| | | | | | | |
| | | REGIONAL BANKS — 1.40% | | | | |
| 9,517 | | Investors Bancorp, Inc. (d) | | | 105,163 | |
| | | | | | | |
| | | REITS — 5.04% | | | | |
| 4,540 | | CommonWealth REIT (e) | | | 119,493 | |
| 9,273 | | NorthStar Realty Finance Corporation (a)(e) | | | 161,164 | |
| 3,118 | | Starwood Property Trust, Inc. (d) | | | 74,115 | |
| 448 | | Starwood Waypoint Residential Trust (a)(f) | | | 11,742 | |
| 400 | | Weyerhaeuser Company (e) | | | 13,236 | |
| | | | | | 379,750 | |
| | | | | | | |
| | | SEMICONDUCTOR EQUIPMENT — 1.87% | | | | |
| 8,253 | | Tokyo Electron Ltd. — ADR (e) | | | 141,044 | |
| | | | | | | |
| | | SEMICONDUCTORS — 0.57% | | | | |
| 2,512 | | RDA Microelectronics, Inc. — ADR (d) | | | 42,980 | |
| | | | | | | |
| | | SPECIALTY CHEMICALS — 1.42% | | | | |
| 500 | | Ashland, Inc. (e) | | | 54,370 | |
| 2,000 | | Chemtura Corporation (a)(e) | | | 52,260 | |
| | | | | | 106,630 | |
| | | | | | | |
The accompanying notes are an integral part of these financial statements.
WCM Alternatives: Event-Driven Fund
SCHEDULE OF INVESTMENTS (continued)
June 30, 2014 (Unaudited)
Shares | | | | Value | |
| | | | | |
| | THRIFTS & MORTGAGE FINANCE — 0.78% | | | |
| 5,950 | | Hudson City Bancorp, Inc. (d) | | $ | 58,489 | |
| | | | | | | |
| | | TOBACCO — 0.16% | | | | |
| 200 | | Lorillard, Inc. (e) | | | 12,194 | |
| | | | | | | |
| | | TRADING COMPANIES & DISTRIBUTORS — 0.26% | | | | |
| 550 | | NOW, Inc. (a)(f) | | | 19,916 | |
| | | | | | | |
| | | TRUCKING — 0.07% | | | | |
| 200 | | Hertz Global Holdings, Inc. (a)(e) | | | 5,606 | |
| | | | | | | |
| | | WIRELESS TELECOMMUNICATION SERVICES — 3.92% | | | | |
| 12,100 | | Sprint Corporation (a)(e) | | | 103,213 | |
| 4,500 | | T-Mobile U.S., Inc. (a)(e) | | | 151,290 | |
| 1,211 | | Vodafone Group plc — ADR (e) | | | 40,435 | |
| | | | | | 294,938 | |
| | | TOTAL COMMON STOCKS | | | | |
| | | (Cost $5,944,147) | | | 6,298,799 | |
| | | | |
PREFERRED STOCKS — 4.58% | | | | |
| 681 | | The Allstate Corporation, 6.625%, Series E (f) | | | 17,678 | |
| 650 | | The Allstate Corporation, 6.250%, Series F (a)(d) | | | 16,803 | |
| 2,600 | | American Homes 4 Rent, 5.000%, Series B (d) | | | 63,986 | |
| 2,700 | | CommonWealth REIT, 7.250%, Series E (e) | | | 69,606 | |
| 150 | | HSBC USA, Inc., 2.858% (g) | | | 7,350 | |
| 2,655 | | HSBC Finance Corporation, 6.360%, Series B (d) | | | 67,384 | |
| 61 | | Morgan Stanley Capital Trust V, 5.750% (d) | | | 1,527 | |
| 696 | | SLM Corporation, 6.970%, Series A (e) | | | 33,707 | |
| 2,600 | | Verizon Communications, Inc., 5.900% (e) | | | 66,976 | |
| | | TOTAL PREFERRED STOCKS | | | | |
| | | (Cost $332,879) | | | 345,017 | |
| | | | |
CLOSED-END FUNDS — 2.25% (d) | | | | |
| 5,564 | | Eaton Vance Floating-Rate Income Trust | | | 83,961 | |
| 1,048 | | First Trust MLP and Energy Income Fund | | | 22,595 | |
| 2,772 | | First Trust Senior Floating Rate Income Fund II | | | 39,612 | |
| 1,050 | | Nuveen Energy MLP Total Return Fund | | | 23,331 | |
| | | TOTAL CLOSED-END FUNDS | | | | |
| | | (Cost $164,737) | | | 169,499 | |
| | | | |
Principal Amount | | | | |
| | | | |
CORPORATE BONDS — 1.37% | | | | |
| | | Drill Rigs Holdings, Inc. | | | | |
$ | 33,000 | | 6.500%, 10/1/2017 (Acquired 5/27/14 through 5/28/14, cost $34,370) (b)(d)(h) | | | 33,907 | |
| | | | | | | |
The accompanying notes are an integral part of these financial statements.
WCM Alternatives: Event-Driven Fund
SCHEDULE OF INVESTMENTS (continued)
June 30, 2014 (Unaudited)
Principal Amount | | Value | |
| | Energy Future Intermediate Holding Company LLC | | | |
$ | 37,000 | | 10.000%, 12/1/2020 (Acquired 1/7/14, cost $39,493) (d)(h)(i) | | $ | 39,498 | |
| | | National Money Mart Company | | | | |
| 28,000 | | 10.375%, 12/15/2016 (b)(d) | | | 29,575 | |
| | | TOTAL CORPORATE BONDS | | | | |
| | | (Cost $103,095) | | | 102,980 | |
| | | | |
Contracts (100 shares per contract) | | | | |
| | | | |
PURCHASED CALL OPTIONS — 0.02% (d) | | | | |
| | | CBOE Volatility Index | | | | |
| 8 | | Expiration: July 2014, Exercise Price: $13.00 | | | 448 | |
| 6 | | Expiration: July 2014, Exercise Price: $14.00 | | | 240 | |
| 10 | | Expiration: August 2014, Exercise Price: $14.00 | | | 1,050 | |
| | | | | | 1,738 | |
| | | | |
PURCHASED PUT OPTIONS — 0.32% (d) | | | | |
| | | Agilent Technologies, Inc. | | | | |
| 1 | | Expiration: August 2014, Exercise Price: $50.00 | | | 23 | |
| 6 | | Expiration: November 2014, Exercise Price: $45.00 | | | 264 | |
| | | Allergan, Inc. | | | | |
| 2 | | Expiration: September 2014, Exercise Price: $140.00 | | | 395 | |
| | | Alstom SA | | | | |
| 6 | | Expiration: July 2014, Exercise Price: EUR 26.00 (j) | | | 238 | |
| 6 | | Expiration: August 2014, Exercise Price: EUR 26.00 (j) | | | 493 | |
| | | American International Group, Inc. | | | | |
| 12 | | Expiration: August 2014, Exercise Price: $44.00 | | | 84 | |
| 9 | | Expiration: August 2014, Exercise Price: $45.00 | | | 72 | |
| 7 | | Expiration: August 2014, Exercise Price: $46.00 | | | 73 | |
| 11 | | Expiration: August 2014, Exercise Price: $49.00 | | | 242 | |
| | | Anadarko Petroleum Corporation | | | | |
| 14 | | Expiration: August 2014, Exercise Price: $85.00 | | | 210 | |
| | | Ashland, Inc. | | | | |
| 4 | | Expiration: July 2014, Exercise Price: $85.00 | | | 12 | |
| | | B/E Aerospace, Inc. | �� | | | |
| 6 | | Expiration: October 2014, Exercise Price: $80.00 | | | 660 | |
| 1 | | Expiration: October 2014, Exercise Price: $85.00 | | | 217 | |
| | | Barrick Gold Corporation | | | | |
| 5 | | Expiration: October 2014, Exercise Price: $20.00 | | | 1,175 | |
| | | BP plc — ADR | | | | |
| 5 | | Expiration: July 2014, Exercise Price: $45.00 | | | 12 | |
| 4 | | Expiration: August 2014, Exercise Price: $45.00 | | | 30 | |
The accompanying notes are an integral part of these financial statements.
WCM Alternatives: Event-Driven Fund
SCHEDULE OF INVESTMENTS (continued)
June 30, 2014 (Unaudited)
Contracts (100 shares per contract) | | Value | |
| | CBS Corporation Class B | | | |
| 7 | | Expiration: September 2014, Exercise Price: $50.00 | | $ | 210 | |
| 5 | | Expiration: September 2014, Exercise Price: $52.50 | | | 225 | |
| 6 | | Expiration: September 2014, Exercise Price: $55.00 | | | 450 | |
| | | CenterPoint Energy, Inc. | | | | |
| 6 | | Expiration: August 2014, Exercise Price: $17.50 | | | 30 | |
| | | Chemtura Corporation | | | | |
| 15 | | Expiration: September 2014, Exercise Price: $17.50 | | | 187 | |
| 15 | | Expiration: September 2014, Exercise Price: $20.00 | | | 225 | |
| | | Citigroup, Inc. | | | | |
| 4 | | Expiration: July 2014, Exercise Price: $41.00 | | | 20 | |
| 4 | | Expiration: July 2014, Exercise Price: $43.00 | | | 40 | |
| 7 | | Expiration: September 2014, Exercise Price: $45.00 | | | 553 | |
| | | CommonWealth REIT | | | | |
| 25 | | Expiration: July 2014, Exercise Price: $22.50 | | | 187 | |
| | | DISH Network Corporation Class A | | | | |
| 15 | | Expiration: September 2014, Exercise Price: $52.50 | | | 1,275 | |
| | | The Dow Chemical Company | | | | |
| 4 | | Expiration: September 2014, Exercise Price: $44.00 | | | 116 | |
| 14 | | Expiration: September 2014, Exercise Price: $49.00 | | | 1,456 | |
| | | E.I. Du Pont de Nemours & Company | | | | |
| 21 | | Expiration: July 2014, Exercise Price: $57.50 | | | 74 | |
| 2 | | Expiration: October 2014, Exercise Price: $55.00 | | | 54 | |
| | | Endo International plc | | | | |
| 4 | | Expiration: July 2014, Exercise Price: $50.00 | | | 50 | |
| | | Ensco plc Class A | | | | |
| 7 | | Expiration: September 2014, Exercise Price: $46.00 | | | 105 | |
| | | Equinix, Inc. | | | | |
| 2 | | Expiration: September 2014, Exercise Price: $185.00 | | | 315 | |
| | | General Electric Company | | | | |
| 32 | | Expiration: August 2014, Exercise Price: $25.00 | | | 544 | |
| | | General Motors Company | | | | |
| 17 | | Expiration: September 2014, Exercise Price: $30.00 | | | 340 | |
| 6 | | Expiration: September 2014, Exercise Price: $33.00 | | | 312 | |
| | | Halliburton Company | | | | |
| 3 | | Expiration: July 2014, Exercise Price: $49.00 | | | 3 | |
| | | Hertz Global Holdings, Inc. | | | | |
| 2 | | Expiration: August 2014, Exercise Price: $25.00 | | | 108 | |
| | | Hess Corporation | | | | |
| 19 | | Expiration: August 2014, Exercise Price: $77.50 | | | 114 | |
The accompanying notes are an integral part of these financial statements.
WCM Alternatives: Event-Driven Fund
SCHEDULE OF INVESTMENTS (continued)
June 30, 2014 (Unaudited)
Contracts (100 shares per contract) | | Value | |
| | The Hillshire Brands Company | | | |
| 17 | | Expiration: July 2014, Exercise Price: $32.00 | | $ | 42 | |
| 7 | | Expiration: July 2014, Exercise Price: $33.00 | | | 18 | |
| | | Huntsman Corporation | | | | |
| 11 | | Expiration: August 2014, Exercise Price: $22.00 | | | 110 | |
| 43 | | Expiration: August 2014, Exercise Price: $23.00 | | | 430 | |
| | | International Paper Company | | | | |
| 6 | | Expiration: July 2014, Exercise Price: $40.00 | | | 9 | |
| 7 | | Expiration: October 2014, Exercise Price: $40.00 | | | 105 | |
| 2 | | Expiration: October 2014, Exercise Price: $41.00 | | | 36 | |
| | | Iron Mountain, Inc. | | | | |
| 16 | | Expiration: July 2014, Exercise Price: $22.50 | | | 40 | |
| 7 | | Expiration: October 2014, Exercise Price: $20.00 | | | 35 | |
| | | Keurig Green Mountain, Inc. | | | | |
| 20 | | Expiration: July 2014, Exercise Price: $80.00 | | | 60 | |
| 20 | | Expiration: July 2014, Exercise Price: $85.00 | | | 110 | |
| 20 | | Expiration: July 2014, Exercise Price: $105.00 | | | 440 | |
| 20 | | Expiration: July 2014, Exercise Price: $110.00 | | | 1,080 | |
| | | Lamar Advertising Company Class A | | | | |
| 6 | | Expiration: July 2014, Exercise Price: $47.00 | | | 75 | |
| 6 | | Expiration: July 2014, Exercise Price: $48.00 | | | 60 | |
| | | Lorillard, Inc. | | | | |
| 2 | | Expiration: July 2014, Exercise Price: $50.00 | | | 8 | |
| | | Mallinckrodt plc | | | | |
| 2 | | Expiration: July 2014, Exercise Price: $50.00 | | | 10 | |
| 12 | | Expiration: July 2014, Exercise Price: $55.00 | | | 90 | |
| | | The Manitowoc Company, Inc. | | | | |
| 7 | | Expiration: August 2014, Exercise Price: $29.00 | | | 280 | |
| | | National Oilwell Varco, Inc. | | | | |
| 10 | | Expiration: August 2014, Exercise Price: $65.00 | | | 105 | |
| 6 | | Expiration: August 2014, Exercise Price: $70.00 | | | 90 | |
| 1 | | Expiration: August 2014, Exercise Price: $72.50 | | | 18 | |
| | | Newmont Mining Corporation | | | | |
| 7 | | Expiration: July 2014, Exercise Price: $23.00 | | | 21 | |
| | | Noble Corporation plc | | | | |
| 16 | | Expiration: September 2014, Exercise Price: $26.00 | | | 192 | |
| 5 | | Expiration: September 2014, Exercise Price: $28.00 | | | 120 | |
| 14 | | Expiration: September 2014, Exercise Price: $29.00 | | | 476 | |
| | | Occidental Petroleum Corporation | | | | |
| 2 | | Expiration: August 2014, Exercise Price: $82.50 | | | 15 | |
| 2 | | Expiration: August 2014, Exercise Price: $85.00 | | | 24 | |
| 6 | | Expiration: August 2014, Exercise Price: $87.50 | | | 90 | |
| 2 | | Expiration: November 2014, Exercise Price: $87.50 | | | 184 | |
The accompanying notes are an integral part of these financial statements.
WCM Alternatives: Event-Driven Fund
SCHEDULE OF INVESTMENTS (continued)
June 30, 2014 (Unaudited)
Contracts (100 shares per contract) | | Value | |
| | Pfizer, Inc. | | | |
| 4 | | Expiration: July 2014, Exercise Price: $27.00 | | $ | 4 | |
| 4 | | Expiration: September 2014, Exercise Price: $24.00 | | | 16 | |
| 7 | | Expiration: September 2014, Exercise Price: $25.00 | | | 42 | |
| | | QEP Resources, Inc. | | | | |
| 25 | | Expiration: September 2014, Exercise Price: $25.00 | | | 225 | |
| 5 | | Expiration: September 2014, Exercise Price: $27.00 | | | 63 | |
| | | SLM Corporation | | | | |
| 28 | | Expiration: July 2014, Exercise Price: $20.00 | | | 42 | |
| 7 | | Expiration: July 2014, Exercise Price: $21.00 | | | 11 | |
| 10 | | Expiration: October 2014, Exercise Price: $21.00 | | | 110 | |
| | | SPDR S&P 500 ETF Trust | | | | |
| 5 | | Expiration: August 2014, Exercise Price: $189.00 | | | 535 | |
| 4 | | Expiration: August 2014, Exercise Price: $190.00 | | | 492 | |
| 7 | | Expiration: August 2014, Exercise Price: $191.00 | | | 973 | |
| 6 | | Expiration: December 2014, Exercise Price: $160.00 | | | 588 | |
| 6 | | Expiration: December 2014, Exercise Price: $181.00 | | | 1,950 | |
| | | Sprint Corporation | | | | |
| 53 | | Expiration: August 2014, Exercise Price: $6.00 | | | 133 | |
| 25 | | Expiration: August 2014, Exercise Price: $7.00 | | | 275 | |
| | | The Timken Company | | | | |
| 5 | | Expiration: September 2014, Exercise Price: $55.00 | | | 137 | |
| | | Time Warner Cable, Inc. | | | | |
| 6 | | Expiration: July 2014, Exercise Price: $120.00 | | | 60 | |
| | | T-Mobile U.S., Inc. | | | | |
| 34 | | Expiration: August 2014, Exercise Price: $28.00 | | | 952 | |
| | | Transocean, Ltd. | | | | |
| 9 | | Expiration: August 2014, Exercise Price: $38.00 | | | 153 | |
| | | Verizon Communications, Inc. | | | | |
| 1 | | Expiration: August 2014, Exercise Price: $45.00 | | | 14 | |
| 2 | | Expiration: August 2014, Exercise Price: $46.00 | | | 48 | |
| 3 | | Expiration: September 2014, Exercise Price: $45.00 | | | 87 | |
| | | Vodafone Group plc — ADR | | | | |
| 1 | | Expiration: July 2014, Exercise Price: $30.00 | | | 4 | |
| 2 | | Expiration: October 2014, Exercise Price: $32.00 | | | 186 | |
| | | Walgreen Company | | | | |
| 4 | | Expiration: September 2014, Exercise Price: $60.00 | | | 122 | |
| 4 | | Expiration: September 2014, Exercise Price: $65.00 | | | 362 | |
| | | Weyerhaeuser Company | | | | |
| 17 | | Expiration: July 2014, Exercise Price: $24.00 | | | 128 | |
| 4 | | Expiration: July 2014, Exercise Price: $26.00 | | | 20 | |
| | | | | | | |
The accompanying notes are an integral part of these financial statements.
WCM Alternatives: Event-Driven Fund
SCHEDULE OF INVESTMENTS (continued)
June 30, 2014 (Unaudited)
| | | | | |
Contracts (100 shares per contract) | | Value | |
| | The Williams Companies, Inc. | | | |
| 5 | | Expiration: July 2014, Exercise Price: $38.00 | | $ | 8 | |
| 3 | | Expiration: August 2014, Exercise Price: $39.00 | | | 15 | |
| | | Yahoo!, Inc. | | | | |
| 6 | | Expiration: July 2014, Exercise Price: $29.00 | | | 12 | |
| 12 | | Expiration: July 2014, Exercise Price: $33.00 | | | 384 | |
| | | | | | 23,717 | |
| | | TOTAL PURCHASED OPTIONS | | | | |
| | | (Cost $94,028) | | | 25,455 | |
Shares | | | | | | |
| | | | |
SHORT-TERM INVESTMENTS — 10.11% | | | | |
| 475,000 | | Fidelity Institutional Government Portfolio, | | | | |
| | | Institutional Share Class, 0.01% (c)(e) | | | 475,000 | |
| 286,414 | | The Liquid Asset Portfolio, | | | | |
| | | Institutional Share Class, 0.06% (c)(e) | | | 286,414 | |
| | | TOTAL SHORT-TERM INVESTMENTS | | | | |
| | | (Cost $761,414) | | | 761,414 | |
| | | TOTAL INVESTMENTS | | | | |
| | | (Cost $7,400,300) — 102.26% | | $ | 7,703,164 | |
ADR – American Depository Receipt
ETF – Exchange-Traded Fund
EUR – Euro
plc – Public Limited Company
REIT – Real Estate Investment Trust
(a) | Non-income producing security. |
(c) | The rate quoted is the annualized seven-day yield as of June 30, 2014. |
(d) | All or a portion of the shares have been committed as collateral for open securities sold short. |
(e) | All or a portion of the shares have been committed as collateral for written option contracts. |
(f) | All or a portion of the shares have been committed as collateral for swap contracts. |
(g) | All or a portion of the shares have been committed as collateral for forward currency exchange contracts. |
(h) | Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration normally to qualified institutional buyers. As of June 30, 2014, these securities represented 0.97% of total net assets. |
(i) | Default or other conditions exist and the security is not presently accruing income. |
(j) | Level 2 Security. Please see Note 2 on the Notes to the Financial Statements. |
The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poor Financial Services LLC (“S&P”). GICS is a service mark of MSCI and S&P and has been licensed for use by U.S. Bancorp Fund Services, LLC.
The accompanying notes are an integral part of these financial statements.
SCHEDULES OF SECURITIES SOLD SHORT
June 30, 2014 (Unaudited)
The Merger Fund
Shares | | | | Value | |
| 607,300 | | Actavis plc (a) | | $ | 135,458,265 | |
| 65,211 | | American Airlines Group, Inc. | | | 2,801,464 | |
| 4,484,078 | | Applied Materials, Inc. | | | 101,115,959 | |
| 1,910,605 | | AT&T, Inc. | | | 67,558,993 | |
| 842,504 | | Comcast Corporation Class A | | | 45,225,615 | |
| 649,901 | | Comcast Corporation Special Class A | | | 34,659,220 | |
| 607,152 | | Liberty Global plc Class A (a) | | | 26,848,261 | |
| 744,518 | | Liberty Global plc Series C (a) | | | 31,500,557 | |
| 776,580 | | M&T Bank Corporation | | | 96,334,749 | |
| 170,901 | | Mallinckrodt plc | | | 13,675,498 | |
| 723,300 | | Martin Marietta Materials, Inc. | | | 95,511,765 | |
| 1,658,963 | | Medtronic, Inc. | | | 105,775,481 | |
| 85,814 | | Valeant Pharmaceuticals International, Inc. (a) | | | 10,822,862 | |
| | | TOTAL SECURITIES SOLD SHORT (Proceeds $693,207,103) | | $ | 767,288,689 | |
WCM Alternatives: Event-Driven Fund
Shares | | | | Value | |
| 900 | | Actavis plc (a) | | $ | 200,745 | |
| 6,706 | | Applied Materials, Inc. | | | 151,220 | |
| 3,054 | | AT&T, Inc. | | | 107,989 | |
| 2,664 | | CI Financial Corporation | | | 87,506 | |
| 3,000 | | Civeo Corporation | | | 75,090 | |
| 961 | | Comcast Corporation Class A | | | 51,587 | |
| 647 | | Comcast Corporation Special Class A | | | 34,505 | |
| 200 | | Equinix, Inc. | | | 42,018 | |
| 861 | | Liberty Global plc Class A (a) | | | 38,073 | |
| 1,104 | | Liberty Global plc Series C (a) | | | 46,710 | |
| 500 | | M&T Bank Corporation | | | 62,025 | |
| 273 | | Mallinckrodt plc (a) | | | 21,846 | |
| 800 | | Martin Marietta Materials, Inc. | | | 105,640 | |
| 2,268 | | Medtronic, Inc. | | | 144,608 | |
| 1,500 | | Oil States International, Inc. | | | 96,135 | |
| 128 | | Valeant Pharmaceuticals International, Inc. (a) | | | 16,143 | |
| | | TOTAL SECURITIES SOLD SHORT (Proceeds $1,181,169) | | $ | 1,281,840 | |
plc – Public Limited Company
The accompanying notes are an integral part of these financial statements.
The Merger Fund
SCHEDULE OF OPTIONS WRITTEN
June 30, 2014 (Unaudited)
Contracts (100 shares per contract) | | Value | |
| | | |
CALL OPTIONS WRITTEN | | | |
| | Agilent Technologies, Inc. | | | |
| 829 | | Expiration: August 2014, Exercise Price: $55.00 | | $ | 298,440 | |
| 8,833 | | Expiration: November 2014, Exercise Price: $55.00 | | | 4,372,335 | |
| | | Allergan, Inc. | | | | |
| 4,690 | | Expiration: September 2014, Exercise Price: $155.00 | | | 9,215,850 | |
| 1,446 | | Expiration: September 2014, Exercise Price: $160.00 | | | 2,299,140 | |
| | | Alstom SA | | | | |
| 4,170 | | Expiration: July 2014, Exercise Price: EUR 28.00 (a) | | | 62,809 | |
| 2,769 | | Expiration: August 2014, Exercise Price: EUR 29.00 (a) | | | 60,666 | |
| 4,050 | | Expiration: September 2014, Exercise Price: EUR 27.00 (a) | | | 537,929 | |
| 8,081 | | Expiration: September 2014, Exercise Price: EUR 28.00 (a) | | | 630,722 | |
| | | American International Group, Inc. | | | | |
| 4,603 | | Expiration: August 2014, Exercise Price: $49.00 | | | 2,830,845 | |
| 2,640 | | Expiration: August 2014, Exercise Price: $50.00 | | | 1,333,200 | |
| 23,506 | | Expiration: August 2014, Exercise Price: $52.50 | | | 6,581,680 | |
| | | Anadarko Petroleum Corporation | | | | |
| 4,532 | | Expiration: August 2014, Exercise Price: $95.00 | | | 6,945,290 | |
| 6,847 | | Expiration: August 2014, Exercise Price: $97.50 | | | 9,140,745 | |
| | | Ashland, Inc. | | | | |
| 2,592 | | Expiration: July 2014, Exercise Price: $95.00 | | | 3,561,408 | |
| | | AT&T, Inc. | | | | |
| 1,956 | | Expiration: October 2014, Exercise Price: $33.00 | | | 466,506 | |
| | | B/E Aerospace, Inc. | | | | |
| 5,297 | | Expiration: October 2014, Exercise Price: $90.00 | | | 3,390,080 | |
| 1,121 | | Expiration: October 2014, Exercise Price: $95.00 | | | 425,980 | |
| | | BP plc — ADR | | | | |
| 2,133 | | Expiration: July 2014, Exercise Price: $48.00 | | | 1,017,441 | |
| 2,713 | | Expiration: August 2014, Exercise Price: $50.00 | | | 813,900 | |
| | | CBOE Volatility Index | | | | |
| 3,727 | | Expiration: July 2014, Exercise Price: $19.00 | | | 55,905 | |
| 1,865 | | Expiration: July 2014, Exercise Price: $20.00 | | | 27,975 | |
| 5,035 | | Expiration: July 2014, Exercise Price: $21.00 | | | 25,175 | |
| 8,394 | | Expiration: August 2014, Exercise Price: $22.00 | | | 209,850 | |
| | | CBS Corporation Class B | | | | |
| 2,856 | | Expiration: September 2014, Exercise Price: $55.00 | | | 2,213,400 | |
| 8,212 | | Expiration: September 2014, Exercise Price: $57.50 | | | 4,927,200 | |
| 4,504 | | Expiration: September 2014, Exercise Price: $60.00 | | | 1,936,720 | |
| | | CenterPoint Energy, Inc. | | | | |
| 11,141 | | Expiration: August 2014, Exercise Price: $22.50 | | | 3,620,825 | |
| | | Chemtura Corporation | | | | |
| 4,497 | | Expiration: September 2014, Exercise Price: $22.50 | | | 1,753,830 | |
| 15,094 | | Expiration: September 2014, Exercise Price: $25.00 | | | 3,033,894 | |
| | | | | | | |
The accompanying notes are an integral part of these financial statements.
The Merger Fund
SCHEDULE OF OPTIONS WRITTEN (continued)
June 30, 2014 (Unaudited)
Contracts (100 shares per contract) | | Value | |
| | Comcast Corporation Special Class A | | | |
| 378 | | Expiration: October 2014, Exercise Price: $45.00 | | $ | 321,300 | |
| 2,837 | | Expiration: October 2014, Exercise Price: $47.00 | | | 1,914,975 | |
| 2,732 | | Expiration: October 2014, Exercise Price: $48.00 | | | 1,584,560 | |
| | | CommonWealth REIT | | | | |
| 1,997 | | Expiration: July 2014, Exercise Price: $25.00 | | | 289,565 | |
| 22,543 | | Expiration: July 2014, Exercise Price: $27.50 | | | 225,430 | |
| | | CONSOL Energy, Inc. | | | | |
| 217 | | Expiration: July 2014, Exercise Price: $39.00 | | | 153,419 | |
| | | Corrections Corporation of America | | | | |
| 7,314 | | Expiration: September 2014, Exercise Price: $33.00 | | | 786,255 | |
| | | DISH Network Corporation Class A | | | | |
| 9,135 | | Expiration: September 2014, Exercise Price: $57.50 | | | 8,952,300 | |
| | | The Dow Chemical Company | | | | |
| 2,675 | | Expiration: September 2014, Exercise Price: $50.00 | | | 762,375 | |
| 10,975 | | Expiration: September 2014, Exercise Price: $52.50 | | | 1,602,350 | |
| | | E.I. Du Pont de Nemours & Company | | | | |
| 13,087 | | Expiration: July 2014, Exercise Price: $65.00 | | | 1,354,504 | |
| 1,713 | | Expiration: October 2014, Exercise Price: $65.00 | | | 385,425 | |
| | | Endo International plc | | | | |
| 1,289 | | Expiration: July 2014, Exercise Price: $55.00 | | | 1,936,078 | |
| | | Ensco plc Class A | | | | |
| 3,199 | | Expiration: September 2014, Exercise Price: $49.00 | | | 2,159,325 | |
| 5,234 | | Expiration: September 2014, Exercise Price: $50.00 | | | 3,140,400 | |
| | | Equinix, Inc. | | | | |
| 464 | | Expiration: September 2014, Exercise Price: $190.00 | | | 1,030,080 | |
| 843 | | Expiration: September 2014, Exercise Price: $195.00 | | | 1,551,120 | |
| 1,880 | | Expiration: September 2014, Exercise Price: $200.00 | | | 2,857,600 | |
| | | General Motors Company | | | | |
| 2,257 | | Expiration: September 2014, Exercise Price: $35.00 | | | 514,596 | |
| 6,313 | | Expiration: September 2014, Exercise Price: $36.00 | | | 1,070,053 | |
| 13,168 | | Expiration: September 2014, Exercise Price: $37.00 | | | 1,566,992 | |
| | | Halliburton Company | | | | |
| 337 | | Expiration: July 2014, Exercise Price: $55.00 | | | 539,537 | |
| | | Hertz Global Holdings, Inc. | | | | |
| 2,020 | | Expiration: August 2014, Exercise Price: $27.00 | | | 434,300 | |
| | | Hess Corporation | | | | |
| 15,906 | | Expiration: August 2014, Exercise Price: $87.50 | | | 18,570,255 | |
| | | The Hillshire Brands Company | | | | |
| 1,019 | | Expiration: August 2014, Exercise Price: $52.50 | | | 1,044,475 | |
| 4,647 | | Expiration: August 2014, Exercise Price: $57.50 | | | 2,439,675 | |
| 4,190 | | Expiration: October 2014, Exercise Price: $45.00 | | | 7,416,300 | |
| 4,797 | | Expiration: October 2014, Exercise Price: $47.00 | | | 7,675,200 | |
The accompanying notes are an integral part of these financial statements.
The Merger Fund
SCHEDULE OF OPTIONS WRITTEN (continued)
June 30, 2014 (Unaudited)
Contracts (100 shares per contract) | | Value | |
| | Huntsman Corporation | | | |
| 33,428 | | Expiration: August 2014, Exercise Price: $24.00 | | $ | 14,206,900 | |
| 17,773 | | Expiration: August 2014, Exercise Price: $25.00 | | | 5,865,090 | |
| 478 | | Expiration: August 2014, Exercise Price: $28.00 | | | 50,190 | |
| | | International Paper Company | | | | |
| 2,180 | | Expiration: July 2014, Exercise Price: $45.00 | | | 1,199,000 | |
| 3,320 | | Expiration: October 2014, Exercise Price: $45.00 | | | 1,850,900 | |
| 12,279 | | Expiration: October 2014, Exercise Price: $46.00 | | | 5,801,827 | |
| | | Iron Mountain, Inc. | | | | |
| 5,898 | | Expiration: October 2014, Exercise Price: $25.00 | | | 6,163,410 | |
| 11,938 | | Expiration: October 2014, Exercise Price: $32.50 | | | 4,178,300 | |
| | | Koninklijke KPN NV | | | | |
| 44,856 | | Expiration: August 2014, Exercise Price: EUR 2.70 (a) | | | 798,482 | |
| 9,179 | | Expiration: August 2014, Exercise Price: EUR 2.80 (a) | | | 125,688 | |
| 12,191 | | Expiration: September 2014, Exercise Price: EUR 2.60 (a) | | | 367,254 | |
| 36,573 | | Expiration: September 2014, Exercise Price: EUR 2.70 (a) | | | 851,346 | |
| | | Lamar Advertising Company Class A | | | | |
| 7,582 | | Expiration: July 2014, Exercise Price: $49.00 | | | 3,070,710 | |
| 23,816 | | Expiration: July 2014, Exercise Price: $50.00 | | | 7,478,224 | |
| | | Liberty Global plc Class A | | | | |
| 668 | | Expiration: July 2014, Exercise Price: $72.50 | | | 937,204 | |
| | | Lorillard, Inc. | | | | |
| 1,867 | | Expiration: July 2014, Exercise Price: $55.00 | | | 1,129,535 | |
| | | Mallinckrodt plc | | | | |
| 696 | | Expiration: July 2014, Exercise Price: $55.00 | | | 1,741,392 | |
| 6,019 | | Expiration: July 2014, Exercise Price: $65.00 | | | 9,130,823 | |
| | | The Manitowoc Company, Inc. | | | | |
| 3,436 | | Expiration: August 2014, Exercise Price: $31.00 | | | 936,310 | |
| | | Market Vectors Gold Miners ETF | | | | |
| 2,744 | | Expiration: September 2014, Exercise Price: $20.50 | | | 1,660,120 | |
| | | National Oilwell Varco, Inc. | | | | |
| 22 | | Expiration: August 2014, Exercise Price: $75.00 | | | 36,520 | |
| 15,708 | | Expiration: August 2014, Exercise Price: $77.50 | | | 21,991,200 | |
| 1,324 | | Expiration: August 2014, Exercise Price: $80.00 | | | 1,568,940 | |
| | | Navient Corporation | | | | |
| 1,492 | | Expiration: August 2014, Exercise Price: $17.50 | | | 100,710 | |
| | | Newmont Mining Corporation | | | | |
| 10,220 | | Expiration: July 2014, Exercise Price: $25.00 | | | 817,600 | |
| | | Noble Corporation plc | | | | |
| 3,171 | | Expiration: September 2014, Exercise Price: $29.00 | | | 1,498,298 | |
| 25,879 | | Expiration: September 2014, Exercise Price: $32.00 | | | 6,003,928 | |
The accompanying notes are an integral part of these financial statements.
The Merger Fund
SCHEDULE OF OPTIONS WRITTEN (continued)
June 30, 2014 (Unaudited)
Contracts (100 shares per contract) | | Value | |
| | NorthStar Realty Finance Corporation | | | |
| 13,727 | | Expiration: September 2014, Exercise Price: $14.00 | | $ | 4,804,450 | |
| 24,371 | | Expiration: September 2014, Exercise Price: $15.00 | | | 6,336,460 | |
| 18,386 | | Expiration: September 2014, Exercise Price: $16.00 | | | 3,217,550 | |
| | | Occidental Petroleum Corporation | | | | |
| 8,846 | | Expiration: August 2014, Exercise Price: $95.00 | | | 7,519,100 | |
| 2,014 | | Expiration: November 2014, Exercise Price: $97.50 | | | 1,565,885 | |
| | | Oil States International, Inc. | | | | |
| 523 | | Expiration: July 2014, Exercise Price: $100.00 | | | 758,350 | |
| | | Pfizer, Inc. | | | | |
| 5,206 | | Expiration: July 2014, Exercise Price: $30.00 | | | 78,090 | |
| 6,023 | | Expiration: July 2014, Exercise Price: $31.00 | | | 18,069 | |
| 3,690 | | Expiration: September 2014, Exercise Price: $28.00 | | | 686,340 | |
| 5,496 | | Expiration: September 2014, Exercise Price: $29.00 | | | 599,064 | |
| | | QEP Resources, Inc. | | | | |
| 28,721 | | Expiration: September 2014, Exercise Price: $31.00 | | | 11,201,190 | |
| | | Sirius XM Holdings, Inc. | | | | |
| 11,885 | | Expiration: September 2014, Exercise Price: $3.50 | | | 178,275 | |
| 158,979 | | Expiration: December 2014, Exercise Price: $3.50 | | | 3,497,538 | |
| | | SLM Corporation | | | | |
| 8,509 | | Expiration: July 2014, Exercise Price: $24.00 | | | 1,723,073 | |
| 3,358 | | Expiration: July 2014, Exercise Price: $25.00 | | | 354,269 | |
| 6,216 | | Expiration: July 2014, Exercise Price: $26.00 | | | 217,560 | |
| 6,944 | | Expiration: October 2014, Exercise Price: $25.00 | | | 1,038,128 | |
| 13,888 | | Expiration: October 2014, Exercise Price: $26.00 | | | 1,180,480 | |
| | | Sprint Corporation | | | | |
| 85,113 | | Expiration: August 2014, Exercise Price: $8.00 | | | 7,234,605 | |
| | | Time Warner Cable, Inc. | | | | |
| 4,839 | | Expiration: July 2014, Exercise Price: $135.00 | | | 5,976,165 | |
| 2,141 | | Expiration: July 2014, Exercise Price: $140.00 | | | 1,659,275 | |
| 1,398 | | Expiration: October 2014, Exercise Price: $140.00 | | | 1,384,020 | |
| | | The Timken Company | | | | |
| 7,049 | | Expiration: September 2014, Exercise Price: $62.50 | | | 4,581,850 | |
| | | T-Mobile U.S., Inc. | | | | |
| 9,122 | | Expiration: August 2014, Exercise Price: $30.00 | | | 3,762,825 | |
| 20,362 | | Expiration: August 2014, Exercise Price: $31.00 | | | 6,923,080 | |
| | | Transocean, Ltd. | | | | |
| 3,091 | | Expiration: August 2014, Exercise Price: $41.00 | | | 1,360,040 | |
| 467 | | Expiration: August 2014, Exercise Price: $44.00 | | | 96,202 | |
| | | Verizon Communications, Inc. | | | | |
| 1,320 | | Expiration: August 2014, Exercise Price: $47.00 | | | 254,760 | |
| 1,957 | | Expiration: August 2014, Exercise Price: $48.00 | | | 227,991 | |
| 1,098 | | Expiration: August 2014, Exercise Price: $49.00 | | | 68,076 | |
The accompanying notes are an integral part of these financial statements.
The Merger Fund
SCHEDULE OF OPTIONS WRITTEN (continued)
June 30, 2014 (Unaudited)
Contracts (100 shares per contract) | | Value | |
| | Vivendi SA | | | |
| 29,446 | | Expiration: September 2014, Exercise Price: EUR 19.00 (a) | | $ | 645,132 | |
| | | Vodafone Group plc — ADR | | | | |
| 15 | | Expiration: July 2014, Exercise Price: $34.00 | | | 450 | |
| 2,351 | | Expiration: July 2014, Exercise Price: $37.00 | | | 11,755 | |
| 1,873 | | Expiration: October 2014, Exercise Price: $35.00 | | | 144,221 | |
| 3,291 | | Expiration: October 2014, Exercise Price: $37.00 | | | 125,058 | |
| | | Walgreen Company | | | | |
| 4,877 | | Expiration: September 2014, Exercise Price: $70.00 | | | 3,011,548 | |
| | | Weyerhaeuser Company | | | | |
| 10,189 | | Expiration: July 2014, Exercise Price: $28.00 | | | 5,186,201 | |
| 2,866 | | Expiration: July 2014, Exercise Price: $29.00 | | | 1,189,390 | |
| | | The Williams Companies, Inc. | | | | |
| 10 | | Expiration: July 2014, Exercise Price: $42.00 | | | 16,850 | |
| 162 | | Expiration: August 2014, Exercise Price: $43.00 | | | 249,075 | |
| | | Yahoo!, Inc. | | | | |
| 5,465 | | Expiration: July 2014, Exercise Price: $32.00 | | | 1,803,450 | |
| 6,630 | | Expiration: July 2014, Exercise Price: $36.00 | | | 510,510 | |
| | | | | | 335,024,485 | |
PUT OPTIONS WRITTEN
| | CBOE Volatility Index | | | |
| 1,863 | | Expiration: July 2014, Exercise Price: $12.00 | | | 74,520 | |
| 1,865 | | Expiration: July 2014, Exercise Price: $13.00 | | | 207,015 | |
| 5,492 | | Expiration: July 2014, Exercise Price: $14.00 | | | 1,065,448 | |
| 8,394 | | Expiration: August 2014, Exercise Price: $13.00 | | | 839,400 | |
| | | SPDR S&P 500 ETF Trust | | | | |
| 9,344 | | Expiration: August 2014, Exercise Price: $183.00 | | | 499,904 | |
| 2,803 | | Expiration: August 2014, Exercise Price: $184.00 | | | 170,983 | |
| 9,342 | | Expiration: December 2014, Exercise Price: $170.00 | | | 1,625,508 | |
| | | | | | 4,482,778 | |
| | | TOTAL OPTIONS WRITTEN | | | | |
| | | (Premiums received $233,955,065) | | $ | 339,507,263 | |
ADR – American Depository Receipt
ETF – Exchange-Traded Fund
EUR – Euro
plc – Public Limited Company
REIT – Real Estate Investment Trust
(a) | Level 2 Security. Please see Note 2 on the Notes to the Financial Statements. |
The accompanying notes are an integral part of these financial statements.
WCM Alternatives: Event-Driven Fund
SCHEDULE OF OPTIONS WRITTEN
June 30, 2014 (Unaudited)
Contracts (100 shares per contract) | | Value | |
| | | |
CALL OPTIONS WRITTEN | | | |
| | Agilent Technologies, Inc. | | | |
| 1 | | Expiration: August 2014, Exercise Price: $55.00 | | $ | 360 | |
| 6 | | Expiration: November 2014, Exercise Price: $55.00 | | | 2,970 | |
| | | Allergan, Inc. | | | | |
| 7 | | Expiration: September 2014, Exercise Price: $155.00 | | | 13,755 | |
| 2 | | Expiration: September 2014, Exercise Price: $160.00 | | | 3,180 | |
| | | Alstom SA | | | | |
| 7 | | Expiration: July 2014, Exercise Price: EUR 28.00 (a) | | | 105 | |
| 6 | | Expiration: August 2014, Exercise Price: EUR 29.00 (a) | | | 131 | |
| 9 | | Expiration: September 2014, Exercise Price: EUR 27.00 (a) | | | 1,195 | |
| 18 | | Expiration: September 2014, Exercise Price: EUR 28.00 (a) | | | 1,405 | |
| | | American International Group, Inc. | | | | |
| 17 | | Expiration: August 2014, Exercise Price: $49.00 | | | 10,455 | |
| 4 | | Expiration: August 2014, Exercise Price: $50.00 | | | 2,020 | |
| 31 | | Expiration: August 2014, Exercise Price: $52.50 | | | 8,680 | |
| | | Anadarko Petroleum Corporation | | | | |
| 17 | | Expiration: August 2014, Exercise Price: $95.00 | | | 26,053 | |
| | | Ashland, Inc. | | | | |
| 5 | | Expiration: July 2014, Exercise Price: $95.00 | | | 6,870 | |
| | | AT&T, Inc. | | | | |
| 3 | | Expiration: October 2014, Exercise Price: $33.00 | | | 716 | |
| | | B/E Aerospace, Inc. | | | | |
| 11 | | Expiration: October 2014, Exercise Price: $90.00 | | | 7,040 | |
| 2 | | Expiration: October 2014, Exercise Price: $95.00 | | | 760 | |
| | | BP plc — ADR | | | | |
| 6 | | Expiration: July 2014, Exercise Price: $50.00 | | | 1,698 | |
| 5 | | Expiration: August 2014, Exercise Price: $50.00 | | | 1,500 | |
| | | CBOE Volatility Index | | | | |
| 5 | | Expiration: July 2014, Exercise Price: $19.00 | | | 75 | |
| 2 | | Expiration: July 2014, Exercise Price: $20.00 | | | 30 | |
| 13 | | Expiration: July 2014, Exercise Price: $21.00 | | | 65 | |
| 11 | | Expiration: August 2014, Exercise Price: $22.00 | | | 275 | |
| | | CBS Corporation Class B | | | | |
| 4 | | Expiration: September 2014, Exercise Price: $55.00 | | | 3,100 | |
| 11 | | Expiration: September 2014, Exercise Price: $57.50 | | | 6,600 | |
| 7 | | Expiration: September 2014, Exercise Price: $60.00 | | | 3,010 | |
| | | CenterPoint Energy, Inc. | | | | |
| 30 | | Expiration: August 2014, Exercise Price: $22.50 | | | 9,750 | |
| | | Chemtura Corporation | | | | |
| 20 | | Expiration: September 2014, Exercise Price: $22.50 | | | 7,800 | |
| 19 | | Expiration: September 2014, Exercise Price: $25.00 | | | 3,819 | |
The accompanying notes are an integral part of these financial statements.
WCM Alternatives: Event-Driven Fund
SCHEDULE OF OPTIONS WRITTEN (continued)
June 30, 2014 (Unaudited)
Contracts (100 shares per contract) | | Value | |
| | Citigroup, Inc. | | | |
| 6 | | Expiration: July 2014, Exercise Price: $46.00 | | $ | 918 | |
| 5 | | Expiration: July 2014, Exercise Price: $47.00 | | | 440 | |
| 10 | | Expiration: September 2014, Exercise Price: $48.00 | | | 1,205 | |
| | | Comcast Corporation Special Class A | | | | |
| 4 | | Expiration: October 2014, Exercise Price: $47.00 | | | 2,700 | |
| 4 | | Expiration: October 2014, Exercise Price: $48.00 | | | 2,320 | |
| | | CommonWealth REIT | | | | |
| 4 | | Expiration: July 2014, Exercise Price: $25.00 | | | 580 | |
| 39 | | Expiration: July 2014, Exercise Price: $27.50 | | | 390 | |
| | | DISH Network Corporation Class A | | | | |
| 16 | | Expiration: September 2014, Exercise Price: $57.50 | | | 15,680 | |
| | | The Dow Chemical Company | | | | |
| 6 | | Expiration: September 2014, Exercise Price: $50.00 | | | 1,710 | |
| 18 | | Expiration: September 2014, Exercise Price: $52.50 | | | 2,628 | |
| | | E.I. Du Pont de Nemours & Company | | | | |
| 27 | | Expiration: July 2014, Exercise Price: $65.00 | | | 2,794 | |
| 2 | | Expiration: October 2014, Exercise Price: $65.00 | | | 450 | |
| | | Endo International plc | | | | |
| 4 | | Expiration: July 2014, Exercise Price: $55.00 | | | 6,008 | |
| | | Ensco plc Class A | | | | |
| 4 | | Expiration: September 2014, Exercise Price: $49.00 | | | 2,700 | |
| 8 | | Expiration: September 2014, Exercise Price: $50.00 | | | 4,800 | |
| | | Equinix, Inc. | | | | |
| 4 | | Expiration: September 2014, Exercise Price: $200.00 | | | 6,080 | |
| | | General Electric Company | | | | |
| 32 | | Expiration: August 2014, Exercise Price: $27.00 | | | 864 | |
| | | General Motors Company | | | | |
| 17 | | Expiration: September 2014, Exercise Price: $35.00 | | | 3,876 | |
| 8 | | Expiration: September 2014, Exercise Price: $36.00 | | | 1,356 | |
| 39 | | Expiration: September 2014, Exercise Price: $37.00 | | | 4,641 | |
| | | Hertz Global Holdings, Inc. | | | | |
| 2 | | Expiration: August 2014, Exercise Price: $27.00 | | | 430 | |
| | | Hess Corporation | | | | |
| 26 | | Expiration: August 2014, Exercise Price: $87.50 | | | 30,355 | |
| | | The Hillshire Brands Company | | | | |
| 1 | | Expiration: August 2014, Exercise Price: $52.50 | | | 1,025 | |
| 8 | | Expiration: August 2014, Exercise Price: $57.50 | | | 4,200 | |
| 6 | | Expiration: October 2014, Exercise Price: $45.00 | | | 10,620 | |
| 6 | | Expiration: October 2014, Exercise Price: $47.00 | | | 9,600 | |
| | | Huntsman Corporation | | | | |
| 14 | | Expiration: August 2014, Exercise Price: $24.00 | | | 5,950 | |
| 65 | | Expiration: August 2014, Exercise Price: $25.00 | | | 21,450 | |
The accompanying notes are an integral part of these financial statements.
WCM Alternatives: Event-Driven Fund
SCHEDULE OF OPTIONS WRITTEN (continued)
June 30, 2014 (Unaudited)
Contracts (100 shares per contract) | | Value | |
| | International Paper Company | | | |
| 7 | | Expiration: July 2014, Exercise Price: $45.00 | | $ | 3,850 | |
| 3 | | Expiration: October 2014, Exercise Price: $45.00 | | | 1,672 | |
| 8 | | Expiration: October 2014, Exercise Price: $46.00 | | | 3,780 | |
| | | Iron Mountain, Inc. | | | | |
| 8 | | Expiration: October 2014, Exercise Price: $25.00 | | | 8,360 | |
| 21 | | Expiration: October 2014, Exercise Price: $32.50 | | | 7,350 | |
| | | Koninklijke KPN NV | | | | |
| 61 | | Expiration: September 2014, Exercise Price: EUR 2.60 (a) | | | 1,838 | |
| 184 | | Expiration: September 2014, Exercise Price: EUR 2.70 (a) | | | 4,283 | |
| | | Lamar Advertising Company Class A | | | | |
| 58 | | Expiration: July 2014, Exercise Price: $50.00 | | | 18,212 | |
| | | Liberty Global plc Class A | | | | |
| 1 | | Expiration: July 2014, Exercise Price: $72.50 | | | 1,403 | |
| | | Lorillard, Inc. | | | | |
| 2 | | Expiration: July 2014, Exercise Price: $55.00 | | | 1,210 | |
| | | The Manitowoc Company, Inc. | | | | |
| 9 | | Expiration: August 2014, Exercise Price: $31.00 | | | 2,452 | |
| | | Market Vectors Gold Miners ETF | | | | |
| 3 | | Expiration: September 2014, Exercise Price: $20.50 | | | 1,815 | |
| | | National Oilwell Varco, Inc. | | | | |
| 20 | | Expiration: August 2014, Exercise Price: $77.50 | | | 28,000 | |
| 2 | | Expiration: August 2014, Exercise Price: $80.00 | | | 2,370 | |
| | | Navient Corporation | | | | |
| 2 | | Expiration: August 2014, Exercise Price: $17.50 | | | 135 | |
| | | Newmont Mining Corporation | | | | |
| 21 | | Expiration: July 2014, Exercise Price: $25.00 | | | 1,680 | |
| | | Noble Corporation plc | | | | |
| 23 | | Expiration: September 2014, Exercise Price: $29.00 | | | 10,867 | |
| 24 | | Expiration: September 2014, Exercise Price: $32.00 | | | 5,568 | |
| | | NorthStar Realty Finance Corporation | | | | |
| 18 | | Expiration: September 2014, Exercise Price: $14.00 | | | 6,300 | |
| 55 | | Expiration: September 2014, Exercise Price: $15.00 | | | 14,300 | |
| 14 | | Expiration: September 2014, Exercise Price: $16.00 | | | 2,450 | |
| | | Occidental Petroleum Corporation | | | | |
| 12 | | Expiration: August 2014, Exercise Price: $95.00 | | | 10,200 | |
| 4 | | Expiration: November 2014, Exercise Price: $97.50 | | | 3,110 | |
| | | Oil States International, Inc. | | | | |
| 1 | | Expiration: July 2014, Exercise Price: $100.00 | | | 1,450 | |
The accompanying notes are an integral part of these financial statements.
WCM Alternatives: Event-Driven Fund
SCHEDULE OF OPTIONS WRITTEN (continued)
June 30, 2014 (Unaudited)
Contracts (100 shares per contract) | | Value | |
| | Pfizer, Inc. | | | |
| 5 | | Expiration: July 2014, Exercise Price: $30.00 | | $ | 75 | |
| 10 | | Expiration: July 2014, Exercise Price: $31.00 | | | 30 | |
| 5 | | Expiration: September 2014, Exercise Price: $28.00 | | | 930 | |
| 7 | | Expiration: September 2014, Exercise Price: $29.00 | | | 763 | |
| | | QEP Resources, Inc. | | | | |
| 37 | | Expiration: September 2014, Exercise Price: $31.00 | | | 14,430 | |
| | | Sirius XM Holdings, Inc. | | | | |
| 53 | | Expiration: September 2014, Exercise Price: $3.50 | | | 795 | |
| 252 | | Expiration: December 2014, Exercise Price: $3.50 | | | 5,544 | |
| | | SLM Corporation | | | | |
| 28 | | Expiration: July 2014, Exercise Price: $23.00 | | | 8,610 | |
| 7 | | Expiration: July 2014, Exercise Price: $24.00 | | | 1,418 | |
| 18 | | Expiration: July 2014, Exercise Price: $25.00 | | | 1,899 | |
| 2 | | Expiration: July 2014, Exercise Price: $26.00 | | | 70 | |
| 4 | | Expiration: October 2014, Exercise Price: $25.00 | | | 598 | |
| 7 | | Expiration: October 2014, Exercise Price: $26.00 | | | 595 | |
| | | Sprint Corporation | | | | |
| 60 | | Expiration: August 2014, Exercise Price: $8.00 | | | 5,100 | |
| 30 | | Expiration: August 2014, Exercise Price: $9.00 | | | 1,050 | |
| | | Time Warner Cable, Inc. | | | | |
| 7 | | Expiration: July 2014, Exercise Price: $135.00 | | | 8,645 | |
| 6 | | Expiration: July 2014, Exercise Price: $140.00 | | | 4,650 | |
| 2 | | Expiration: October 2014, Exercise Price: $140.00 | | | 1,980 | |
| | | The Timken Company | | | | |
| 8 | | Expiration: September 2014, Exercise Price: $62.50 | | | 5,200 | |
| | | T-Mobile U.S., Inc. | | | | |
| 45 | | Expiration: August 2014, Exercise Price: $31.00 | | | 15,300 | |
| | | Transocean, Ltd. | | | | |
| 12 | | Expiration: August 2014, Exercise Price: $41.00 | | | 5,280 | |
| | | Verizon Communications, Inc. | | | | |
| 2 | | Expiration: August 2014, Exercise Price: $48.00 | | | 233 | |
| 4 | | Expiration: August 2014, Exercise Price: $49.00 | | | 248 | |
| 7 | | Expiration: September 2014, Exercise Price: $49.00 | | | 637 | |
| | | Vivendi SA | | | | |
| 38 | | Expiration: September 2014, Exercise Price: EUR 19.00 (a) | | | 833 | |
| | | Vodafone Group plc — ADR | | | | |
| 2 | | Expiration: July 2014, Exercise Price: $37.00 | | | 10 | |
| 2 | | Expiration: October 2014, Exercise Price: $35.00 | | | 154 | |
| | | Walgreen Company | | | | |
| 11 | | Expiration: September 2014, Exercise Price: $70.00 | | | 6,793 | |
| | | Weyerhaeuser Company | | | | |
| 4 | | Expiration: July 2014, Exercise Price: $29.00 | | | 1,660 | |
The accompanying notes are an integral part of these financial statements.
WCM Alternatives: Event-Driven Fund
SCHEDULE OF OPTIONS WRITTEN (continued)
June 30, 2014 (Unaudited)
Contracts (100 shares per contract) | | Value | |
| | Yahoo!, Inc. | | | |
| 6 | | Expiration: July 2014, Exercise Price: $32.00 | | $ | 1,980 | |
| 14 | | Expiration: July 2014, Exercise Price: $36.00 | | | 1,078 | |
| | | | | | 508,430 | |
| | | | |
PUT OPTIONS WRITTEN | | | | |
| | | CBOE Volatility Index | | | | |
| 3 | | Expiration: July 2014, Exercise Price: $12.00 | | | 120 | |
| 2 | | Expiration: July 2014, Exercise Price: $13.00 | | | 222 | |
| 14 | | Expiration: July 2014, Exercise Price: $14.00 | | | 2,716 | |
| 10 | | Expiration: August 2014, Exercise Price: $13.00 | | | 1,000 | |
| | | Keurig Green Mountain, Inc. | | | | |
| 39 | | Expiration: July 2014, Exercise Price: $92.50 | | | 254 | |
| 39 | | Expiration: July 2014, Exercise Price: $97.50 | | | 273 | |
| | | SPDR S&P 500 ETF Trust | | | | |
| 12 | | Expiration: August 2014, Exercise Price: $183.00 | | | 642 | |
| 3 | | Expiration: August 2014, Exercise Price: $184.00 | | | 183 | |
| 12 | | Expiration: December 2014, Exercise Price: $170.00 | | | 2,088 | |
| | | | | | 7,498 | |
| | | TOTAL OPTIONS WRITTEN | | | | |
| | | (Premiums received $384,747) | | $ | 515,928 | |
| | | | | | | |
ADR – American Depository Receipt
ETF – Exchange-Traded Fund
EUR – Euro
plc – Public Limited Company
REIT – Real Estate Investment Trust
(a) | Level 2 Security. Please see Note 2 on the Notes to the Financial Statements. |
The accompanying notes are an integral part of these financial statements.
SCHEDULES OF FORWARD CURRENCY EXCHANGE CONTRACTS*
June 30, 2014 (Unaudited)
The Merger Fund
| | | | | | U.S. | | | | | | | U.S. | | | Unrealized | |
Settlement | | Currency to | | $ Value at | | | Currency to | | $ Value at | | | Appreciation | |
Date | | be Delivered | | June 30, 2014 | | | be Received | | June 30, 2014 | | | (Depreciation)** | |
8/20/14 | | | 2,627,932 | | Australian Dollars | | $ | 2,468,588 | | | | 2,417,697 | | U.S. Dollars | | $ | 2,417,697 | | | $ | (50,891 | ) |
8/21/14 | | | 10,485,213 | | Australian Dollars | | | 9,848,797 | | | | 9,736,269 | | U.S. Dollars | | | 9,736,269 | | | | (112,528 | ) |
9/24/14 | | | 14,758,792 | | Australian Dollars | | | 13,830,641 | | | | 13,554,475 | | U.S. Dollars | | | 13,554,475 | | | | (276,166 | ) |
8/20/14 | | | 831,510 | | Canadian Dollars | | | 778,242 | | | | 761,456 | | U.S. Dollars | | | 761,456 | | | | (16,786 | ) |
7/17/14 | | | 30,621,059 | | Euros | | | 41,932,358 | | | | 41,691,019 | | U.S. Dollars | | | 41,691,019 | | | | (241,339 | ) |
7/23/14 | | | 66,573,000 | | Euros | | | 91,166,759 | | | | 91,812,190 | | U.S. Dollars | | | 91,812,190 | | | | 645,431 | |
7/23/14 | | | 2,200,304 | | U.S. Dollars | | | 2,200,304 | | | | 1,619,000 | | Euros | | | 2,217,100 | | | | 16,796 | |
9/26/14 | | | 84,323,150 | | Euros | | | 115,502,357 | | | | 115,017,620 | | U.S. Dollars | | | 115,017,620 | | | | (484,737 | ) |
10/22/14 | | | 15,853,782 | | Euros | | | 21,718,243 | | | | 21,633,781 | | U.S. Dollars | | | 21,633,781 | | | | (84,462 | ) |
8/20/14 | | | 74,371,269 | | Hong Kong Dollars | | | 9,591,816 | | | | 9,590,848 | | U.S. Dollars | | | 9,590,848 | | | | (968 | ) |
| | | | | | | $ | 309,038,105 | | | | | | | | $ | 308,432,455 | | | $ | (605,650 | ) |
WCM Alternatives: Event-Driven Fund
| | | | | | U.S. | | | | | | | U.S. | | | Unrealized | |
Settlement | | Currency to | | $ Value at | | | Currency to | | $ Value at | | | Appreciation | |
Date | | be Delivered | | June 30, 2014 | | | be Received | | June 30, 2014 | | | (Depreciation)** | |
7/16/14 | | | 70,516 | | Australian Dollars | | $ | 66,409 | | | | 65,058 | | U.S. Dollars | | $ | 65,058 | | | $ | (1,351 | ) |
7/16/14 | | | 65,727 | | U.S. Dollars | | | 65,727 | | | | 70,516 | | Australian Dollars | | | 66,409 | | | | 682 | |
8/21/14 | | | 40,527 | | Australian Dollars | | | 38,067 | | | | 37,274 | | U.S. Dollars | | | 37,274 | | | | (793 | ) |
7/9/14 | | | 49,402 | | Canadian Dollars | | | 46,287 | | | | 45,512 | | U.S. Dollars | | | 45,512 | | | | (775 | ) |
7/9/14 | | | 45,151 | | U.S. Dollars | | | 45,151 | | | | 49,402 | | Canadian Dollars | | | 46,287 | | | | 1,136 | |
7/17/14 | | | 64,095 | | Euros | | | 87,771 | | | | 87,254 | | U.S. Dollars | | | 87,254 | | | | (517 | ) |
7/23/14 | | | 141,400 | | Euros | | | 193,637 | | | | 195,136 | | U.S. Dollars | | | 195,136 | | | | 1,499 | |
7/23/14 | | | 4,757 | | U.S. Dollars | | | 4,757 | | | | 3,500 | | Euros | | | 4,793 | | | | 36 | |
9/26/14 | | | 138,750 | | Euros | | | 190,054 | | | | 189,256 | | U.S. Dollars | | | 189,256 | | | | (798 | ) |
10/22/14 | | | 22,737 | | Euros | | | 31,147 | | | | 31,000 | | U.S. Dollars | | | 31,000 | | | | (147 | ) |
8/20/14 | | | 88,001 | | Hong Kong Dollars | | | 11,350 | | | | 11,349 | | U.S. Dollars | | | 11,349 | | | | (1 | ) |
7/9/14 | | | 107,600 | | Japanese Yen | | | 1,062 | | | | 1,059 | | U.S. Dollars | | | 1,059 | | | | (3 | ) |
| | | | | | | $ | 781,419 | | | | | | | | $ | 780,387 | | | $ | (1,032 | ) |
* | JPMorgan Chase & Co. Inc. is the counterparty for all open forward currency exchange contracts held by the Fund as of June 30, 2014. |
** | Unrealized appreciation is a receivable and unrealized depreciation is a payable on the Statement of Assets and Liabilities. |
The accompanying notes are an integral part of these financial statements.
The Merger Fund
SCHEDULE OF SWAP CONTRACTS
June 30, 2014 (Unaudited)
| | | | | | | | | | Unrealized | | |
Termination | | | | | | | | | | Appreciation | | |
Date | | Security | | Shares | | | Notional | | | (Depreciation)* | | Counterparty |
LONG TOTAL RETURN SWAP CONTRACTS |
4/30/15 | | Alstom SA | | | 2,310,000 | | | $ | 84,217,102 | | | $ | (9,373,487 | ) | JPMorgan Chase & Co. Inc. |
3/26/15 | | Endo International plc | | | 1 | | | | 70 | | | | 17 | | Merrill Lynch & Co. Inc. |
7/3/14 | | GrainCorp, Ltd. | | | 1,742,832 | | | | 13,804,606 | | | | (919,452 | ) | JPMorgan Chase & Co. Inc. |
10/18/14 | | Hillgrove Resources, Ltd. | | | 13,139,699 | | | | 978,776 | | | | (25,623 | ) | JPMorgan Chase & Co. Inc. |
12/19/14 | | Koninklijke KPN NV | | | 11,437,680 | | | | 41,675,589 | | | | 822,502 | | JPMorgan Chase & Co. Inc. |
6/4/15 | | SAI Global, Ltd. | | | 1,941,706 | | | | 9,356,072 | | | | 134,300 | | JPMorgan Chase & Co. Inc. |
8/20/14 | | Vivendi SA | | | 4,240,900 | | | | 103,772,279 | | | | (7,134,539 | ) | JPMorgan Chase & Co. Inc. |
1/28/15 | | Ziggo NV (a) | | | 1,441,253 | | | | 66,737,912 | | | | 3,466,873 | | JPMorgan Chase & Co. Inc. |
| | | | | | | | | | | | | | | |
SHORT TOTAL RETURN SWAP CONTRACTS |
3/26/15 | | AMEC plc | | | (454,299 | ) | | | (9,446,421 | ) | | | (1,048,517 | ) | JPMorgan Chase & Co. Inc. |
| | | | | | | | | | | | $ | (14,077,926 | ) | |
plc – Public Limited Company
* | Based on the net value of each counterparty, unrealized appreciation is a receivable and unrealized depreciation is a payable on the Statement of Assets and Liabilities. |
(a) | Security fair valued by the Adviser in good faith in accordance with the policies adopted by the Board of Trustees. |
The accompanying notes are an integral part of these financial statements.
WCM Alternatives: Event-Driven Fund
SCHEDULE OF SWAP CONTRACTS
June 30, 2014 (Unaudited)
| | | | | | | | | | Unrealized | | |
Termination | | | | | | | | | | Appreciation | | |
Date | | Security | | Shares | | | Notional | | | (Depreciation)* | | Counterparty |
LONG TOTAL RETURN SWAP CONTRACTS |
4/30/15 | | Alstom SA | | | 4,900 | | | $ | 178,642 | | | $ | (20,099 | ) | JPMorgan Chase & Co. Inc. |
1/10/15 | | Apollo Residential Mortgage, Inc. | | | 2,996 | | | | 50,093 | | | | 3,368 | | JPMorgan Chase & Co. Inc. |
5/5/15 | | CBS Corporation Class B | | | 1,700 | | | | 105,638 | | | | 6,930 | | Merrill Lynch & Co. Inc. |
3/17/15 | | Chemtura Corporation | | | 1,900 | | | | 49,647 | | | | 80 | | Merrill Lynch & Co. Inc. |
6/2/15 | | Civeo Corporation | | | 3,200 | | | | 80,096 | | | | 13,559 | | JPMorgan Chase & Co. Inc. |
1/15/15 | | Equinix, Inc. | | | 500 | | | | 105,045 | | | | 15,244 | | JPMorgan Chase & Co. Inc. |
3/14/15 | | Forest Laboratories, Inc. | | | 2,440 | | | | 241,560 | | | | 8,396 | | Merrill Lynch & Co. Inc. |
1/13/15 | | General Motors Company | | | 2,600 | | | | 94,380 | | | | (10,437 | ) | Merrill Lynch & Co. Inc. |
3/14/15 | | Hess Corporation | | | 2,600 | | | | 257,114 | | | | 48,178 | | Merrill Lynch & Co. Inc. |
6/11/15 | | Huntsman Corporation | | | 7,900 | | | | 221,990 | | | | (3,184 | ) | Merrill Lynch & Co. Inc. |
5/30/15 | | Iron Mountain, Inc. | | | 2,900 | | | | 102,805 | | | | 12,508 | | Merrill Lynch & Co. Inc. |
3/3/15 | | Koninklijke KPN NV | | | 24,500 | | | | 89,271 | | | | 3,334 | | JPMorgan Chase & Co. Inc. |
1/15/15 | | Lamar Advertising Company Class A | | | 1,800 | | | | 95,400 | | | | 3,994 | | JPMorgan Chase & Co. Inc. |
1/10/15 | | Noble Corporation plc | | | 2,200 | | | | 73,832 | | | | (6,638 | ) | Merrill Lynch & Co. Inc. |
6/2/15 | | Oil States International, Inc. | | | 1,600 | | | | 102,544 | | | | 13,876 | | JPMorgan Chase & Co. Inc. |
5/28/15 | | PetroLogistics LP | | | 4,967 | | | | 71,326 | | | | 364 | | Merrill Lynch & Co. Inc. |
3/24/15 | | Pfizer, Inc. | | | 3,600 | | | | 106,848 | | | | (6,996 | ) | JPMorgan Chase & Co. Inc. |
1/13/15 | | QEP Resources, Inc. | | | 2,300 | | | | 79,350 | | | | 10,972 | | Merrill Lynch & Co. Inc. |
5/27/15 | | SAI Global, Ltd. | | | 7,505 | | | | 36,163 | | | | 893 | | JPMorgan Chase & Co. Inc. |
1/13/15 | | Time Warner Cable, Inc. | | | 700 | | | | 103,110 | | | | 10,334 | | Merrill Lynch & Co. Inc. |
3/3/15 | | Toko, Inc. | | | 269 | | | | 815 | | | | (213 | ) | JPMorgan Chase & Co. Inc. |
1/16/15 | | Vivendi SA | | | 7,100 | | | | 173,733 | | | | (14,831 | ) | JPMorgan Chase & Co. Inc. |
1/28/15 | | Ziggo NV (a) | | | 2,067 | | | | 95,713 | | | | 5,363 | | JPMorgan Chase & Co. Inc. |
| | | | | | | | | | | | | | | |
SHORT TOTAL RETURN SWAP CONTRACTS |
5/19/15 | | Actavis plc | | | (125 | ) | | | (27,881 | ) | | | (1,866 | ) | Merrill Lynch & Co. Inc. |
3/20/15 | | AMEC plc | | | (1,460 | ) | | | (30,358 | ) | | | (3,674 | ) | JPMorgan Chase & Co. Inc. |
| | | | | | | | | | | | $ | 89,455 | | |
plc – Public Limited Company
* | Based on the net value of each counterparty, unrealized appreciation is a receivable and unrealized depreciation is a payable on the Statement of Assets and Liabilities. |
(a) | Security fair valued by the Adviser in good faith in accordance with the policies adopted by the Board of Trustees. |
The accompanying notes are an integral part of these financial statements.
The Merger Fund and WCM Alternatives: Event-Driven Fund
STATEMENTS OF ASSETS AND LIABILITIES
June 30, 2014 (Unaudited)
| | | | | WCM Alternatives: | |
| | The Merger Fund | | | Event-Driven Fund | |
ASSETS: | | | | | | |
Investments, at value (Cost $5,531,536,736 and $7,400,300, respectively) | | $ | 5,941,087,980 | | | $ | 7,703,164 | |
Cash | | | 1,272 | | | | — | |
Cash held in foreign currency (Cost $145) | | | — | | | | 145 | |
Receivable from brokers | | | 693,207,103 | | | | 1,181,169 | |
Deposits at brokers | | | 41,957,261 | | | | 143,880 | |
Receivable for investments sold | | | 123,664,478 | | | | 321,234 | |
Receivable for forward currency exchange contracts | | | 662,227 | | | | 3,353 | |
Receivable for swap contracts | | | — | | | | 89,455 | |
Receivable for fund shares issued | | | 15,464,859 | | | | — | |
Receivable from investment adviser | | | — | | | | 41,590 | |
Dividends and interest receivable | | | 9,978,336 | | | | 11,091 | |
Swap dividends receivable | | | 9,396,196 | | | | 17,624 | |
Prepaid expenses and other receivables | | | 232,839 | | | | 77,000 | |
Total Assets | | | 6,835,652,551 | | | | 9,589,705 | |
LIABILITIES: | | | | | | | | |
Securities sold short, at value | | | | | | | | |
(proceeds of $693,207,103 and $1,181,169, respectively) | | | 767,288,689 | | | | 1,281,840 | |
Written option contracts, at value | | | | | | | | |
(premiums received $233,955,065 and $384,747, respectively) | | | 339,507,263 | | | | 515,928 | |
Payable to the investment adviser | | | 3,896,278 | | | | — | |
Payable for forward currency exchange contracts | | | 1,267,877 | | | | 4,385 | |
Payable for swap contracts | | | 14,077,926 | | | | — | |
Payable for investments purchased | | | 122,978,372 | | | | 205,234 | |
Payable for fund shares redeemed | | | 4,239,786 | | | | — | |
Distribution fees payable | | | 2,112,097 | | | | — | |
Dividends payable | | | 1,617,125 | | | | 1,319 | |
Swap dividends payable | | | 217,609 | | | | 699 | |
Payable to independent trustees | | | 5,140 | | | | — | |
Accrued expenses and other liabilities | | | 1,504,965 | | | | 47,561 | |
Total Liabilities | | | 1,258,713,127 | | | | 2,056,966 | |
NET ASSETS | | $ | 5,576,939,424 | | | $ | 7,532,739 | |
The accompanying notes are an integral part of these financial statements.
The Merger Fund and WCM Alternatives: Event-Driven Fund
STATEMENTS OF ASSETS AND LIABILITIES (continued)
June 30, 2014 (Unaudited)
| | | | | WCM Alternatives: | |
| | The Merger Fund | | | Event-Driven Fund | |
NET ASSETS CONSISTS OF: | | | | | | |
Accumulated undistributed net investment income | | $ | 111,563,877 | | | $ | 93,475 | |
Accumulated net realized gain (loss) on investments, securities sold short, | | | | | | | | |
written option contracts expired or closed, swap contracts, foreign currency | | | | | | | | |
translation and forward currency exchange contracts | | | (153,270,439 | ) | | | 53,910 | |
Net unrealized appreciation (depreciation) on: | | | | | | | | |
Investments | | | 409,551,244 | | | | 302,864 | |
Securities sold short | | | (74,081,586 | ) | | | (100,671 | ) |
Written option contracts | | | (105,552,198 | ) | | | (131,181 | ) |
Swap contracts | | | (14,077,926 | ) | | | 89,455 | |
Forward currency exchange contracts | | | (605,650 | ) | | | (1,032 | ) |
Net unrealized appreciation | | | 215,233,884 | | | | 159,435 | |
Paid-in capital | | | 5,403,412,102 | | | | 7,225,919 | |
Total Net Assets | | $ | 5,576,939,424 | | | $ | 7,532,739 | |
Investor Class | | | | | | | | |
Net assets | | $ | 5,270,549,383 | | | | N/A | |
Shares outstanding | | | 319,945,836 | | | | N/A | |
Net asset value and offering price per share* | | $ | 16.47 | | | | N/A | |
| | | | | | | | |
Institutional Class | | | | | | | | |
Net assets | | $ | 306,390,041 | | | $ | 7,532,739 | |
Shares outstanding | | | 18,627,328 | | | | 716,552 | |
Net asset value and offering price per share* | | $ | 16.45 | | | $ | 10.51 | |
* | The redemption price per share may vary based on the length of time a shareholder holds Fund shares. |
The accompanying notes are an integral part of these financial statements.
The Merger Fund and WCM Alternatives: Event-Driven Fund
STATEMENTS OF OPERATIONS
For the Six Months Ended June 30, 2014 (Unaudited)
| | | | | WCM Alternatives: | |
| | The Merger Fund | | | Event-Driven Fund^ | |
INVESTMENT INCOME: | | | | | | |
Interest | | $ | 6,397,114 | | | $ | 2,341 | |
Dividend income on long positions (net of foreign withholding | | | | | | | | |
taxes of $57,767 and $87, respectively) | | | 143,141,394 | | | | 153,480 | |
Total investment income | | | 149,538,508 | | | | 155,821 | |
EXPENSES: | | | | | | | | |
Investment advisory fees | | | 26,037,781 | | | | 36,278 | |
Distribution fees (Investor Class) | | | 4,252,880 | | | | — | |
Sub transfer agent fees (Investor Class) | | | 2,466,639 | | | | — | |
Sub transfer agent fees (Institutional Class) | | | 107,019 | | | | 1,615 | |
Administration fees | | | 793,851 | | | | 901 | |
Transfer agent and shareholder servicing agent fees | | | 362,868 | | | | 9,382 | |
Reports to shareholders | | | 333,460 | | | | 5,352 | |
Professional fees | | | 333,065 | | | | 56,346 | |
Fund accounting expense | | | 219,166 | | | | 10,384 | |
Custody fees | | | 200,046 | | | | 13,516 | |
Federal and state registration fees | | | 146,952 | | | | 1,545 | |
Trustees’ fees and expenses | | | 138,685 | | | | 7,450 | |
Miscellaneous expenses | | | 124,778 | | | | 3,337 | |
Organizational expenses | | | — | | | | 128,249 | |
Deferred expenses | | | — | | | | 67,381 | |
Borrowing expense on securities sold short | | | 1,502,518 | | | | 7,687 | |
Dividends on securities sold short | | | 3,593,841 | | | | 4,161 | |
Total expenses before expense waiver by adviser | | | 40,613,549 | | | | 353,584 | |
Less: Expense reimbursed by Adviser | | | (3,534,103 | ) | | | (291,238 | ) |
Net expenses | | | 37,079,446 | | | | 62,346 | |
NET INVESTMENT INCOME | | | 112,459,062 | | | | 93,475 | |
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: | | | | | | | | |
Realized gain (loss) on: | | | | | | | | |
Investments | | | 2,289,273 | | | | (6,083 | ) |
Securities sold short | | | (2,028,598 | ) | | | 6,016 | |
Written option contracts expired or closed | | | (14,059,989 | ) | | | (11,284 | ) |
Swap contracts | | | 13,173,623 | | | | 63,176 | |
Foreign currency translation | | | (41,401 | ) | | | (15 | ) |
Forward currency exchange contracts | | | (10,367,393 | ) | | | 2,100 | |
Net realized gain (loss) | | | (11,034,485 | ) | | | 53,910 | |
Change in unrealized appreciation (depreciation) on: | | | | | | | | |
Investments | | | 119,128,462 | | | | 302,864 | |
Securities sold short | | | (36,710,518 | ) | | | (100,671 | ) |
Written option contracts | | | (35,475,774 | ) | | | (131,181 | ) |
Swap contracts | | | (6,105,629 | ) | | | 89,455 | |
Foreign currency translation | | | (237 | ) | | | — | |
Forward currency exchange contracts | | | 10,166,845 | | | | (1,032 | ) |
Net unrealized appreciation | | | 51,003,149 | | | | 159,435 | |
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS | | | 39,968,664 | | | | 213,345 | |
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS | | $ | 152,427,726 | | | $ | 306,820 | |
^ | Commencement of operations January 2, 2014. |
The accompanying notes are an integral part of these financial statements.
The Merger Fund
STATEMENTS OF CHANGES IN NET ASSETS
| | Six Months Ended | | | Year Ended | |
| | June 30, 2014 | | | December 31, 2013 | |
| | (Unaudited) | | | | |
| | | | | | |
Net investment income | | $ | 112,459,062 | | | $ | 10,208,898 | |
Net realized gain (loss) on investments, securities sold short, | | | | | | | | |
written option contracts expired or closed, swap contracts, | | | | | | | | |
foreign currency translation and forward currency exchange contracts | | | (11,034,485 | ) | | | 54,708,515 | |
Change in unrealized appreciation on investments, securities | | | | | | | | |
sold short, written option contracts, swap contracts, foreign | | | | | | | | |
currency translation and forward currency exchange contracts | | | 51,003,149 | | | | 104,413,773 | |
Net increase in net assets resulting from operations | | | 152,427,726 | | | | 169,331,186 | |
| | | | | | | | |
Investor Class — Distributions to shareholders from: (Note 5) | | | | | | | | |
Net investment income | | | — | | | | (92,012,011 | ) |
Net realized gains | | | — | | | | (23,510,808 | ) |
Total dividends and distributions — Investor Class | | | — | | | | (115,522,819 | ) |
| | | | | | | | |
Institutional Class — Distributions to shareholders from: (Note 5) | | | | | | | | |
Net investment income | | | — | | | | (3,843,231 | ) |
Net realized gains | | | — | | | | (865,809 | ) |
Total dividends and distributions — Institutional Class | | | — | | | | (4,709,040 | ) |
Net increase in net assets from capital share transactions (Note 4) | | | 409,342,394 | | | | 550,380,118 | |
Net increase in net assets | | | 561,770,120 | | | | 599,479,445 | |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 5,015,169,304 | | | | 4,415,689,859 | |
End of period (including accumulated undistributed net investment | | | | | | | | |
income (loss) of $111,563,877 and $(895,185), respectively) | | $ | 5,576,939,424 | | | $ | 5,015,169,304 | |
The accompanying notes are an integral part of these financial statements.
WCM Alternatives: Event-Driven Fund
STATEMENT OF CHANGES IN NET ASSETS
| | For the Period from | |
| | January 2, 2014^ | |
| | through | |
| | June 30, 2014 | |
| | (Unaudited) | |
| | | |
Net investment income | | $ | 93,475 | |
Net realized gain on investments, securities sold short, | | | | |
written option contracts expired or closed, swap contracts, | | | | |
foreign currency translation and forward currency exchange contracts | | | 53,910 | |
Change in unrealized appreciation on investments, securities | | | | |
sold short, written option contracts, swap contracts, foreign | | | | |
currency translation and forward currency exchange contracts | | | 159,435 | |
Net increase in net assets resulting from operations | | | 306,820 | |
| | | | |
Institutional Class — Distributions to shareholders from: (Note 5) | | | | |
Total dividends and distributions — Institutional Class | | | — | |
Net increase in net assets from capital share transactions (Note 4) | | | 7,225,919 | |
Net increase in net assets | | | 7,532,739 | |
| | | | |
NET ASSETS: | | | | |
Beginning of period | | | — | |
End of period (including accumulated undistributed net investment | | | | |
income of $93,475) | | $ | 7,532,739 | |
^ | Commencement of operations January 2, 2014. |
The accompanying notes are an integral part of these financial statements.
The Merger Fund
FINANCIAL HIGHLIGHTS
Selected per share data is based on a share of beneficial interest outstanding throughout each period.
Institutional Class
| | | | | For the Period from | |
| | Six Months | | | August 1, 2013^ | |
| | Ended | | | through | |
| | June 30, 2014 | | | December 31, 2013 | |
| | (Unaudited) | | | | |
Per Share Data: | | | | | | |
Net Asset Value, beginning of period | | $ | 15.97 | | | $ | 16.06 | |
| | | | | | | | |
Income from investment operations: | | | | | | | | |
Net investment income(1)(2) | | | 0.36 | | | | 0.03 | |
Net realized and unrealized gain on investments | | | 0.12 | | | | 0.31 | |
Total from investment operations | | | 0.48 | | | | 0.34 | |
| | | | | | | | |
Less distributions: | | | | | | | | |
From net investment income | | | — | | | | (0.35 | ) |
From net realized gains | | | — | | | | (0.08 | ) |
Total dividends and distributions | | | — | | | | (0.43 | ) |
Net Asset Value, end of period | | $ | 16.45 | | | $ | 15.97 | |
| | | | | | | | |
Total Return | | | 2.94 | %(3) | | | 2.20 | %(3) |
Supplemental data and ratios: | | | | | | | | |
Net assets, end of period (000’s) | | $ | 306,390 | | | $ | 172,247 | |
Ratio of gross expenses to average net assets: | | | | | | | | |
Before expense waiver | | | 1.41 | %(4) | | | 1.32 | %(4) |
After expense waiver | | | 1.27 | %(4) | | | 1.19 | %(4) |
Ratio of dividends and borrowing expense | | | | | | | | |
on securities sold short to average net assets | | | 0.20 | %(4) | | | 0.19 | %(4) |
Ratio of operating expense to average | | | | | | | | |
net assets excluding dividends and | | | | | | | | |
borrowing expense on securities sold short | | | 1.07 | %(4) | | | 1.00 | %(4) |
Ratio of net investment income to average net assets: | | | | | | | | |
Before expense waiver | | | 4.34 | %(4) | | | 0.29 | %(4) |
After expense waiver | | | 4.48 | %(4) | | | 0.42 | %(4) |
Portfolio turnover rate(5) | | | 62.49 | %(3) | | | 194.47 | %(3) |
(1) | Net investment income before dividends and borrowing expense on securities sold short for the six months ended June 30, 2014 and the period ended December 31, 2013 was $0.37 and $0.04, respectively. |
(2) | Net investment income per share has been calculated based on average shares outstanding during the period. |
(5) | The numerator for the portfolio turnover rate includes the lesser of purchases or sales (excluding short positions). The denominator includes the average long positions throughout the period for the Fund as a whole. |
^ | Commencement of operations. |
The accompanying notes are an integral part of these financial statements.
The Merger Fund
FINANCIAL HIGHLIGHTS
Selected per share data is based on a share of beneficial interest outstanding throughout each period.
Investor Class
| | Six Months | | | | | | | | | | | | | |
| | Ended | | | | | | | | | Year Ended | |
| | June 30, | | | December 31, | | | December 31, | | | September 30, | |
| | 2014 | | | 2013 | | | 2012 | | | | 2011* | | | | 2011 | | | | 2010(1) | | | | 2009(1) | |
| | (Unaudited) | | | | | | | | | | | | | | | | | | | | | | | |
Per Share Data: | | | | | | | | | | | | | | | | | | | | | | | | | |
Net Asset Value, | | | | | | | | | | | | | | | | | | | | | | | | | |
beginning of period | | $ | 16.01 | | | $ | 15.83 | | | $ | 15.59 | | | $ | 15.59 | | | $ | 15.93 | | | $ | 15.26 | | | $ | 14.79 | |
Income from | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
investment operations: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income (loss)(2) | | | 0.35 | (3) | | | 0.04 | (3) | | | (0.05 | )(3) | | | (0.02 | )(3) | | | (0.18 | )(3) | | | (0.02 | )(4) | | | 0.24 | (4) |
Net realized and unrealized | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
gain on investments | | | 0.11 | | | | 0.53 | | | | 0.61 | | | | 0.47 | | | | 0.13 | | | | 0.69 | | | | 0.58 | |
Total from | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
investment operations | | | 0.46 | | | | 0.57 | | | | 0.56 | | | | 0.45 | | | | (0.05 | ) | | | 0.67 | | | | 0.82 | |
Redemption fees | | | — | | | | — | | | | 0.00 | (5) | | | 0.00 | (5) | | | 0.00 | (5) | | | 0.00 | (5) | | | 0.00 | (5) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Less distributions: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | — | | | | (0.31 | ) | | | (0.26 | ) | | | (0.08 | ) | | | — | | | | (0.00 | )(5) | | | (0.06 | ) |
From net realized gains | | | — | | | | 0.08 | | | | (0.06 | ) | | | (0.37 | ) | | | (0.29 | ) | | | — | | | | (0.05 | ) |
From return of capital | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (0.24 | ) |
Total dividends | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
and distributions | | | — | | | | (0.39 | ) | | | (0.32 | ) | | | (0.45 | ) | | | (0.29 | ) | | | (0.00 | )(5) | | | (0.35 | ) |
Net Asset Value, | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
end of period | | $ | 16.47 | | | $ | 16.01 | | | $ | 15.83 | | | $ | 15.59 | | | $ | 15.59 | | | $ | 15.93 | | | $ | 15.26 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Return | | | 2.87 | %(6) | | | 3.61 | % | | | 3.61 | % | | | 2.90 | %(6) | | | (0.34 | )% | | | 4.39 | % | | | 5.78 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Footnotes To Financial Highlights On Following Page
The accompanying notes are an integral part of these financial statements.
The Merger Fund
FINANCIAL HIGHLIGHTS (continued)
Investor Class
| | Six Months | | | | | | | | | | | | | | | | | | | |
| | Ended | | | | | | | | | Year Ended | |
| | June 30, | | | December 31, | | | December 31, | | | September 30, | |
| | 2014 | | | 2013 | | | 2012 | | | | 2011* | | | | 2011 | | | | 2010(1) | | | | 2009(1) | |
| | (Unaudited) | | | | | | | | | | | | | | | | | | | | | | | |
Supplemental data and ratios: | | | | | | | | | | | | | | | | | | | | | | | | | |
Net assets, end of | | | | | | | | | | | | | | | | | | | | | | | | | |
period (in millions) | | $ | 5,271 | | | $ | 4,843 | | | $ | 4,416 | | | $ | 5,027 | | | $ | 4,914 | | | $ | 3,574 | | | $ | 1,811 | |
Ratio of gross expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
to average net assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Before expense waiver | | | 1.57 | %(7) | | | 1.61 | % | | | 1.82 | % | | | 1.77 | %(7) | | | 2.08 | % | | | 2.64 | % | | | 4.22 | % |
After expense waiver | | | 1.43 | %(7) | | | 1.48 | % | | | 1.69 | % | | | 1.64 | %(7) | | | 1.96 | % | | | 2.57 | % | | | 4.22 | % |
Ratio of dividends and | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
borrowing expense on | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
securities sold short | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
to average net assets | | | 0.20 | %(7) | | | 0.22 | % | | | 0.42 | % | | | 0.31 | %(7) | | | 0.62 | % | | | 1.16 | % | | | 2.68 | % |
Ratio of operating expense | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
to average net assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
excluding dividends and | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
borrowing expense | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
on securities sold short | | | 1.23 | %(7) | | | 1.26 | % | | | 1.27 | % | | | 1.33 | %(7) | | | 1.34 | % | | | 1.41 | % | | | 1.54 | % |
Ratio of net investment income | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(loss) to average net assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Before expense waiver | | | 4.18 | %(7) | | | 0.09 | % | | | (0.47 | )% | | | (0.72 | )%(7) | | | (1.25 | )% | | | (1.35 | )% | | | (2.49 | )% |
After expense waiver | | | 4.32 | %(7) | | | 0.22 | % | | | (0.34 | )% | | | (0.59 | )%(7) | | | (1.13 | )% | | | (1.28 | )% | | | (2.49 | )% |
Portfolio turnover rate(8) | | | 62.49 | %(6) | | | 194.47 | % | | | 240.32 | % | | | 48.13 | %(6) | | | 292.79 | % | | | 192.21 | % | | | 318.45 | % |
(1) | Performance data included for periods prior to 2011 reflect that of Westchester Capital Management, Inc. the Fund’s prior investment adviser. See Note 1 for additional information. |
(2) | Net investment income (loss) before dividends and borrowing expense on securities sold short for the six months ended June 30, 2014, years ended December 31, 2013, 2012, the three months ended December 31, 2011 and the years ended September 30, 2011, 2010 and 2009 was $0.36, $0.07, $0.01, $(0.01), $(0.08), $0.12 and $0.55, respectively. |
(3) | Net investment income (loss) per share has been calculated based on average shares outstanding during the period. |
(4) | Net investment income (loss) per share is calculated using ending balance after consideration of adjustments for permanent book and tax differences. |
(5) | Amount is less than $0.005 per share. |
(8) | The numerator for the portfolio turnover rate includes the lesser of purchases or sales (excluding short positions). The denominator includes the average long positions throughout the period. |
* | Stub period from October 1, 2011 through December 31, 2011. |
The accompanying notes are an integral part of these financial statements.
WCM Alternatives: Event-Driven Fund
FINANCIAL HIGHLIGHTS
Selected per share data is based on a share of beneficial interest outstanding throughout each period.
Institutional Class
| | For the Period from | |
| | January 2, 2014^ | |
| | through | |
| | June 30, 2014 | |
| | (Unaudited) | |
Per Share Data: | | | |
Net Asset Value, beginning of period | | $ | 10.00 | |
| | | | |
Income from investment operations: | | | | |
Net investment income(1)(2) | | | 0.16 | |
Net realized and unrealized gain on investments | | | 0.35 | |
Total from investment operations | | | 0.51 | |
Net Asset Value, end of period | | $ | 10.51 | |
| | | | |
Total Return | | | 5.10 | %(4) |
Supplemental data and ratios: | | | | |
Net assets, end of period (000’s) | | $ | 7,533 | |
Ratio of gross expenses to average net assets: | | | | |
Before expense waiver | | | 12.18 | %(5) |
After expense waiver | | | 2.15 | %(5) |
Ratio of dividends and borrowing expense on | | | | |
securities sold short to average net assets | | | 0.41 | %(5) |
Ratio of operating expenses to average net assets excluding | | | | |
dividends and borrowing expense on securities sold short | | | 1.74 | %(5) |
Ratio of net investment income (loss) to average net assets: | | | | |
Before expense waiver | | | (6.81 | )%(5) |
After expense waiver | | | 3.22 | %(5) |
Portfolio turnover rate(3) | | | 92.49 | %(4) |
(1) | Net investment income before dividends and borrowing expense on securities sold short for the period ended June 30, 2014 was $0.18. |
(2) | Net investment income per share has been calculated based on average shares outstanding during the period. |
(3) | The numerator for the portfolio turnover rate includes the lesser of purchases or sales (excluding short positions). The denominator includes the average long positions throughout the period for the Fund as a whole. |
^ | Commencement of operations. |
The accompanying notes are an integral part of these financial statements.
The Merger Fund and WCM Alternatives: Event-Driven Fund
NOTES TO THE FINANCIAL STATEMENTS
June 30, 2014 (Unaudited)
Note 1 — ORGANIZATION
The Merger Fund (“TMF”) is a no-load, open-end, diversified investment company organized as a trust under the laws of the Commonwealth of Massachusetts on April 12, 1982, and registered under the Investment Company Act of 1940, as amended (the “1940 Act”). TMF was formerly known as the Risk Portfolio of The Ayco Fund. In January of 1989, TMF’s fundamental investment policies were amended to permit TMF to engage in merger arbitrage. At the same time, Westchester Capital Management, Inc. became TMF’s investment adviser, and TMF began to do business as The Merger Fund. In a transaction that closed on December 31, 2010, Westchester Capital Management, Inc. transferred substantially all of its business and assets to Westchester Capital Management, LLC (the “Adviser”), which became TMF’s investment adviser. Therefore, the performance information included herein for periods prior to 2011 reflect the performance of Westchester Capital Management, Inc. Roy Behren and Michael Shannon, TMF’s current portfolio managers, have served as co-portfolio managers of TMF since January 2007. The Investor Class inception date was January 31, 1989, and the Institutional Class inception date was August 1, 2013. The investment objective of TMF is to seek to achieve capital growth by engaging in merger arbitrage. Merger arbitrage is a highly specialized investment approach generally designed to profit from the successful completion of publicly announced mergers, takeovers, tender offers, leveraged buyouts, spin-offs, liquidations and other corporate reorganizations.
Westchester Capital Funds (“WCF”) is an open-end series management investment company organized under the laws of the Commonwealth of Massachusetts on March 20, 2013, and registered under the 1940 Act. WCM Alternatives: Event-Driven Fund (“EDF”), a series of WCF, is a no-load, open-end, non-diversified investment company with two classes of shares, Investor Class shares and Institutional Class shares. The Institutional Class inception date was January 2, 2014. Investor Class shares have not yet commenced operations. The investment objective of EDF is to seek to provide attractive risk-adjusted returns with low relative volatility in virtually all market environments. Risk-adjusted return is a concept that considers not only an investment’s return, but also the amount of potential risk involved in producing that return.
Each class of shares of TMF and EDF (each a “Fund” and together, the “Funds”) has different eligibility and minimum investment requirements. The underlying assets attributable to a class of a Fund are charged with the expenses attributable to that class of the Fund and with a share of the general expenses of the Fund. Any general expenses of a Fund that are not readily identifiable as belonging to a particular class of the Fund are allocated by or under the direction of the Boards of Trustees of the Funds (the “Board of Trustees” or “Trustees”) in such manner as the Trustees determine. Shares of classes may have different voting rights, such as (i) when required by the Investment Company Act of 1940; or (ii) when the Trustees determine that such a matter affects only the interests of a particular class. Shares have no preemptive or subscription rights. The Institutional Class shares do not have a distribution fee. Income, expenses (other than expenses attributable to a specific class), and realized and unrealized gains or losses on investments of a Fund allocated to each class of a Fund based on its relative net assets.
The Merger Fund and WCM Alternatives: Event-Driven Fund
NOTES TO THE FINANCIAL STATEMENTS (continued)
June 30, 2014 (Unaudited)
Note 2 — SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies followed by the Funds in the preparation of their financial statements. These policies are in conformity with U.S. generally accepted accounting principles (“GAAP”). In preparing these financial statements, the Funds have evaluated events and transactions for potential recognition or disclosure through the date the financial statements were available to be issued. The presentation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and assumptions.
The following is a summary of the Funds’ pricing procedures. It is intended to be a general discussion and may not necessarily reflect all pricing procedures followed by the Funds.
Securities listed on the NASDAQ are valued at the NASDAQ Official Closing Price (“NOCP”). Investments in registered open-end investment companies other than exchange-traded funds are valued at their reported net asset value (“NAV”). Equity securities that are traded on a national securities exchange are valued at the last sale price at the close of that exchange. The securities valued using quoted prices in active markets are classified as Level 1 investments. Securities not listed on an exchange, but for which market transaction prices are reported, are valued at the last sale price as of the close of the New York Stock Exchange. If such a security does not trade on a particular day, then the mean between the closing bid and asked prices will be used. These securities are classified as Level 2 investments. In pricing corporate bonds and other debt securities that are not obligations of the U.S. Government or its agencies, the mean of the bid and asked prices provided by a third party is used. These are classified as Level 2 investments. As a secondary source, an individual broker bid may be used to value debt securities if the Adviser reasonably believes such bid is an actionable bid in that the broker would be willing to transact at that price. These securities are generally classified as Level 2 or Level 3 investments.
Exchange-traded options are valued at the higher of the intrinsic value of the option (i.e., what a Fund would pay or can receive upon the option being exercised) or the last reported composite sale price. If no sales are reported or if the last sale is outside the bid and asked parameters, the higher of the intrinsic value of the option or the mean between the last reported bid and asked prices is used. Non-exchange-traded options will be valued at the higher of the intrinsic value of the option or at the price supplied by the counterparty. Options for which there is an active market are classified as Level 1 investments, but options not listed on an exchange are classified as Level 2 investments. Investments in United States government securities (other than short-term securities) are valued at the mean between the 4:00 PM bid and asked prices supplied by a third party vendor. Short-term fixed-income securities having a maturity of less than 60 days are valued at amortized cost.
Securities for which there are no market quotations readily available or for which such quotations are unreliable are valued at fair value as determined in accordance with procedures adopted by the Trustees and under the supervision of the Board of Trustees. The factors for fair
The Merger Fund and WCM Alternatives: Event-Driven Fund
NOTES TO THE FINANCIAL STATEMENTS (continued)
June 30, 2014 (Unaudited)
Note 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)
valuation the Adviser may consider include, among other things: fundamental analytical data; the nature and duration of restrictions on disposition; an evaluation of forces that influence the market in which the securities are purchased and sold; public trading in similar securities of the issuer or comparable issuers. When fair-value pricing is employed, the prices of securities used by each Fund to calculate its NAV may differ from quoted or published prices for the same securities. These securities are generally classified as Level 2 or 3 depending on the inputs as described below. At June 30, 2014, securities fair valued in good faith based on the absolute value of long investments and on the absolute value of unrealized gains or losses on swap contracts represented 0.11% of net assets for TMF and 0.07% for EDF.
The Funds have performed analyses of all existing investments to determine the significance and character of all inputs to their fair value determination. Various inputs are used in determining the value of the Funds’ investments. These inputs are summarized in the three broad levels listed below:
| Level 1 — | Quoted prices in active markets for identical securities. |
| | |
| Level 2 — | Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.). |
| | |
| Level 3 — | Model derived valuations in which one or more significant inputs or significant value drivers are unobservable. Unobservable inputs are those inputs that reflect the Fund’s own assumptions that market participants would use to price the asset or liability based on the best available information. |
The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities.
The following tables provide the fair value measurements of applicable Fund assets and liabilities by level within the fair value hierarchy for the Fund as of June 30, 2014. These assets and liabilities are measured on a recurring basis.
| | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
The Merger Fund | | | | | | | | | | | | |
Assets | | | | | | | | | | | | |
Common Stocks* | | $ | 4,909,873,005 | | | $ | — | | | $ | — | | | $ | 4,909,873,005 | |
Contingent Value Rights | | | — | | | | — | | | | 194,247 | | | | 194,247 | |
Warrants | | | 3,342 | | | | — | | | | — | | | | 3,342 | |
Corporate Bonds | | | — | | | | 195,708,197 | | | | — | | | | 195,708,197 | |
Municipal Bonds | | | — | | | | 6,004,884 | | | | — | | | | 6,004,884 | |
Purchased Option Contracts | | | 15,471,684 | | | | 359,968 | | | | — | | | | 15,831,652 | |
Escrow Notes | | | — | | | | — | | | | 2,300,301 | | | | 2,300,301 | |
Short-Term Investments | | | 811,172,352 | | | | — | | | | — | | | | 811,172,352 | |
Forward Currency Exchange Contracts** | | | — | | | | 662,227 | | | | — | | | | 662,227 | |
Liabilities | | | | | | | | | | | | | | | | |
Common Stocks Sold Short | | $ | 767,288,689 | | | $ | — | | | $ | — | | | $ | 767,288,689 | |
Written Option Contracts | | | 335,427,235 | | | | 4,080,028 | | | | — | | | | 339,507,263 | |
Swap Contracts** | | | — | | | | 14,077,926 | | | | — | | | | 14,077,926 | |
Forward Currency Exchange Contracts** | | | — | | | | 1,267,877 | | | | — | | | | 1,267,877 | |
The Merger Fund and WCM Alternatives: Event-Driven Fund
NOTES TO THE FINANCIAL STATEMENTS (continued)
June 30, 2014 (Unaudited)
Note 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)
| | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
WCM Alternatives: Event-Driven Fund | | | | | | | | | | | | |
Assets | | | | | | | | | | | | |
Common Stocks* | | $ | 6,298,799 | | | $ | — | | | $ | — | | | $ | 6,298,799 | |
Preferred Stocks | | | 345,017 | | | | — | | | | — | | | | 345,017 | |
Closed-End Funds | | | 169,499 | | | | — | | | | — | | | | 169,499 | |
Corporate Bonds | | | — | | | | 102,980 | | | | — | | | | 102,980 | |
Purchased Option Contracts | | | 24,724 | | | | 731 | | | | — | | | | 25,455 | |
Short-Term Investments | | | 761,414 | | | | — | | | | — | | | | 761,414 | |
Swap Contracts** | | | — | | | | 89,455 | | | | — | | | | 89,455 | |
Forward Currency Exchange Contracts** | | | — | | | | 3,353 | | | | — | | | | 3,353 | |
Liabilities | | | | | | | | | | | | | | | | |
Common Stocks Sold Short | | $ | 1,281,840 | | | $ | — | | | $ | — | | | $ | 1,281,840 | |
Written Option Contracts | | | 506,138 | | | | 9,790 | | | | — | | | | 515,928 | |
Forward Currency Exchange Contracts** | | | — | | | | 4,385 | | | | — | | | | 4,385 | |
* | Please refer to the Schedules of Investments to view common stocks segregated by industry type. |
** | Swap contracts and forward currency exchange contracts are valued at the net unrealized appreciation (depreciation) on the instrument. |
The Level 2 securities are priced using inputs such as current yields, discount rates, credit quality, yields on comparable securities, trading volume, maturity date, market bid and ask prices, prices on comparable securities and other significant inputs. The Funds did not have transfers into or out of Level 1, Level 2 or Level 3 during the period. EDF did not hold any Level 3 securities at the end of the period.
Level 3 Reconciliation Disclosure
The following is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value.
The Merger Fund
Description | | Investments | |
Balance as of December 31, 2013 | | $ | 19,482,377 | |
Change in unrealized depreciation | | | (5,115,781 | ) |
Purchases | | | 194,247 | |
Sales | | | (12,066,295 | ) |
Balance as of June 30, 2014 | | $ | 2,494,548 | |
Significant unobservable valuation inputs developed by the Board of Trustees for material Level 3 investments as of June 30, 2014, are as follows:
| Fair Value at | Valuation | Unobservable | |
Description | June 30, 2014 | Technique | Input | Range |
Escrow Notes | $2,300,301 | Broker Quote | No Active Market | 1.80 – 1.90 |
Escrow Notes | $— | Projected Final Distribution(1) | Final Distribution | 0.00 |
Contingent Value Rights | $194,247 | Broker Quote | No Active Market | 2.40 – 2.60 |
| (1) | This Level 3 security was received through a corporate action and is being priced at an estimate of the expected final distribution. |
The Merger Fund and WCM Alternatives: Event-Driven Fund
NOTES TO THE FINANCIAL STATEMENTS (continued)
June 30, 2014 (Unaudited)
Note 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)
The Funds may sell securities or currencies short for economic hedging purposes or any other investment purpose. For financial statement purposes, an amount equal to the settlement amount is initially included in the Statement of Assets and Liabilities as an asset and an equivalent liability. The amount of the liability is subsequently priced to reflect the current value of the short position. Subsequent fluctuations in the market prices of securities or currencies sold, but not yet purchased, may require purchasing the securities or currencies at prices which may differ from the market value reflected on the Statement of Assets and Liabilities. Short sale transactions result in off balance sheet risk because the ultimate obligation may exceed the related amounts shown in the Statement of Assets and Liabilities. The Funds will incur losses if the price of the security increases between the date of the short sale and the date on which the Funds purchase the securities to replace the borrowed securities. The Funds’ losses on short sales are potentially unlimited because there is no upward limit on the price a borrowed security could attain.
The Funds are liable for any dividends payable on securities while those securities are sold short. Until the security is replaced, the Funds are required to pay to the lender any income earned, which is recorded as an expense by the Funds. The Funds generally segregate liquid assets in an amount equal to the market value of securities sold short. These assets are required to be adjusted daily to reflect changes in the value of the securities or currencies sold short.
C. | Transactions with Brokers for Securities Sold Short |
The Funds’ receivables from brokers for proceeds on securities sold short and deposits at brokers for securities sold short are with two securities dealers. The Funds do not require the brokers to maintain collateral in support of the receivable from the brokers for proceeds on securities sold short. The Funds are required by the brokers to maintain collateral at the brokers for securities sold short. The receivable from brokers on the Statement of Assets and Liabilities represents the collateral for securities sold short. The Funds maintain cash deposits at brokers beyond the receivable for short sales. These cash deposits are presented as deposits at brokers on the Statement of Assets and Liabilities. These transactions may involve market risk in excess of the amount of receivable or payable reflected on the Statement of Assets and Liabilities.
No provision for federal income taxes has been made since the Funds have complied to date with the provisions of Subchapter M of the Internal Revenue Code applicable to regulated investment companies and intends to continue to so comply in future years and to distribute investment company net taxable income and net capital gains to shareholders. Additionally, the Funds intend to make all required distributions to avoid federal excise tax.
The Funds have reviewed all open tax years in major jurisdictions and concluded that there is no impact on the Funds’ net assets and there is no tax liability resulting from unrecognized tax benefits relating to uncertain income tax positions taken or expected to be taken on a tax return. The Funds are also not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next six months. As of
The Merger Fund and WCM Alternatives: Event-Driven Fund
NOTES TO THE FINANCIAL STATEMENTS (continued)
June 30, 2014 (Unaudited)
Note 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)
June 30, 2014, TMF’s open Federal and New York tax years include the tax years ended September 30, 2010 through December 31, 2013. The Funds have no tax examination in progress.
E. | Written Option Contracts |
The Funds are subject to equity price risk in the normal course of pursuing their investment objectives. The Funds write (sell) call options, including to hedge portfolio investments. Uncovered put options can also be written by the Funds as part of a merger arbitrage strategy involving a pending corporate reorganization or for other investment purposes. When a Fund writes (sells) an option, an amount equal to the premium received by the Fund is included in the Statement of Assets and Liabilities as an asset and an equivalent liability. The amount of the liability is subsequently priced daily to reflect the current value of the option written. By writing an option, a Fund may become obligated during the term of the option to deliver or purchase the securities underlying the option at the exercise price if the option is exercised. Exchange-traded written option contracts are valued at the higher of the intrinsic value of the option (i.e., what a Fund would pay upon the option being exercised) or the last reported composite sale price. If no sale is reported or if the last sale is outside the bid and asked parameters, the higher of the intrinsic value of the option or the mean between the last reported bid and asked prices will be used. When an option expires on its stipulated expiration date or the Funds enter into a closing purchase transaction, the Funds realize gains or losses if the cost of the closing purchase transaction differs from the premium received when the option was sold without regard to any unrealized gain or loss on the underlying security, and the liability related to such option is eliminated. When an option is exercised, the premium originally received decreases the cost basis of the security (or increases the proceeds on a sale of the security), and the Funds realize gains or losses from the sale of the underlying security. Written option contracts sold on an exchange typically involve less credit risk than over-the-counter options. These contracts may involve market risk in excess of the amount of receivable or payable reflected on the Statement of Assets and Liabilities. Refer to Note 2 Q. for further derivative disclosures.
F. | Purchased Option Contracts |
The Funds are subject to equity price risk in the normal course of pursuing their investment objectives. The Funds purchase put or call options for hedging purposes, volatility management purposes, or otherwise to gain, or reduce, long or short exposure to one or more asset classes or issuers. Premiums paid for option contracts purchased are included in the Statement of Assets and Liabilities as an asset. Exchange-traded purchased option contracts are valued daily at the higher of the intrinsic value of the option (i.e., what a Fund can receive upon exercising the option) or the last reported composite sale price. If no sale is reported or if the last sale is outside the bid and asked parameters, the option contract purchased is valued at the higher of the intrinsic value of the option or the mean between the last reported bid and asked prices on the day of valuation. When option contracts expire or are closed, realized gains or losses are recognized without regard to any unrealized gains or losses on the underlying securities that may be held by the Funds. Purchased options sold on an exchange typically include less credit risk than over-the-counter options. Refer to Note 2 Q. for further derivative disclosures.
The Merger Fund and WCM Alternatives: Event-Driven Fund
NOTES TO THE FINANCIAL STATEMENTS (continued)
June 30, 2014 (Unaudited)
Note 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)
G. | Forward Currency Exchange Contracts |
The Funds are subject to foreign currency exchange rate risk in the normal course of pursuing their investment objectives. The Funds may use forward currency exchange contracts to hedge against changes in the value of foreign currencies. The Funds may enter into forward currency exchange contracts obligating the Funds to deliver and receive a currency at a specified future date. Forward contracts are valued daily, and unrealized appreciation or depreciation is recorded daily as the difference between the contract exchange rate and the closing forward rate applied to the face amount of the contract. A realized gain or loss is recorded at the time the forward contract expires. Credit risk may arise as a result of the failure of the counterparty to comply with the terms of the contract. The Funds consider the creditworthiness of each counterparty to a contract in evaluating potential credit risk quarterly. The counterparty risk to the Funds includes the amount of any net unrealized gain on the contract.
The use of forward currency exchange contracts does not eliminate fluctuations in the underlying prices of the Funds’ investment securities. The use of forward currency exchange contracts involves the risk that anticipated currency movements will not be accurately predicted. A forward currency exchange contract would limit the risk of loss due to a decline in the value of a particular currency; however it would also limit any potential gain that might result should the value of the currency increase instead of decrease. These contracts may involve market risk in excess of the amount of receivable or payable reflected on the Statement of Assets and Liabilities. Refer to Note 2 Q. for further derivative disclosures.
The Funds are subject to equity price risk and interest rate risk in the normal course of pursuing their investment objectives. The Funds may enter into both long and short equity swap contracts with multiple broker-dealers. A long equity swap contract entitles the Funds to receive from the counterparty any appreciation and dividends paid on an individual security, while obligating the Funds to pay the counterparty any depreciation on the security as well as interest on the notional amount of the contract at a rate equal to LIBOR plus an agreed upon spread (generally between 25 to 100 basis points). A short equity swap contract obligates the Funds to pay the counterparty any appreciation and dividends paid on an individual security, while entitling the Funds to receive from the counterparty any depreciation on the security, and to pay to or receive from the counterparty interest on the notional value of the contract at a rate equal to LIBOR less an agreed upon spread (generally between 25 to 100 basis points).
The Funds may also enter into equity swap contracts whose value may be determined by the spread between a long equity position and a short equity position. This type of swap contract obligates the Funds to pay the counterparty an amount tied to any increase in the spread between the two securities over the term of the contract. The Funds are also obligated to pay the counterparty any dividends paid on the short equity holding as well as any net financing costs. This type of swap contract entitles the Funds to receive from the counterparty any gains based on a decrease in the spread as well as any dividends paid on the long equity holding and any net interest income.
The Merger Fund and WCM Alternatives: Event-Driven Fund
NOTES TO THE FINANCIAL STATEMENTS (continued)
June 30, 2014 (Unaudited)
Note 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)
Fluctuations in the value of an open contract are recorded daily as a net unrealized gain or loss. The Funds will realize gains or losses upon termination or reset of the contract. Either party, under certain conditions, may terminate the contract prior to the contract’s expiration date.
Credit risk may arise as a result of the failure of the counterparty to comply with the terms of the contract. The Funds consider the creditworthiness of each counterparty to a contract in evaluating potential credit risk quarterly. The counterparty risk to the Funds includes the risk of loss of the full amount of any net unrealized gain on the contract, along with dividends receivable on long equity contracts and interest receivable on short equity contracts. Additionally, risk may arise from unanticipated movements in interest rates or in the value of the underlying securities. These contracts may involve market risk in excess of the amount of receivable or payable reflected on the Statement of Assets and Liabilities. Refer to Note 2 Q. for further derivative disclosures.
I. | Distributions to Shareholders |
Dividends from net investment income and net realized capital gains, if any, are declared and paid at least annually. Income and capital gain distributions are determined in accordance with income tax regulations which may differ from GAAP. These differences are due primarily to wash sale-loss deferrals, constructive sales, straddle-loss deferrals, adjustments on swap contracts, and unrealized gains or losses on Section 1256 contracts, which were realized, for tax purposes, at December 31, 2013.
Investing in securities of foreign companies and foreign governments involves special risks and considerations not typically associated with investing in U.S. companies and the U.S. government. These risks include revaluation of currencies and adverse political and economic developments. Moreover, securities of many foreign companies and their markets may be less liquid and their prices more volatile than those of securities of comparable U.S. companies and the U.S. government.
K. | Foreign Currency Translations |
The books and records of the Funds are maintained in U.S. dollars. Foreign currency transactions are translated into U.S. dollars on the following basis: (i) market value of investment securities, assets and liabilities at the daily rates of exchange, and (ii) purchases and sales of investment securities, dividend and interest income and certain expenses at the rates of exchange prevailing on the respective dates of such transactions. For financial reporting purposes, the Funds do not isolate changes in the exchange rate of investment securities from the fluctuations arising from changes in the market prices of securities. However, for federal income tax purposes, the Funds do isolate and treat as ordinary income the effect of changes in foreign exchange rates on realized gain or loss from the sale of investment securities and payables and receivables arising from trade-date and settlement-date differences.
L. | Cash and Cash Equivalents |
The Funds consider highly liquid temporary cash investments purchased with an original maturity of less than three months to be cash equivalents. Cash equivalents are included in short-term investments on the Schedule of Investments as well as in investments on the Statement of Assets and Liabilities. Temporary cash overdrafts are reported as payable to custodian.
The Merger Fund and WCM Alternatives: Event-Driven Fund
NOTES TO THE FINANCIAL STATEMENTS (continued)
June 30, 2014 (Unaudited)
Note 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)
M. | Guarantees and Indemnifications |
In the normal course of business, the Funds enter into contracts with service providers that contain general indemnification clauses. The Funds’ maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Funds that have not yet occurred. The Funds have not historically incurred material expenses in respect of those provisions.
Transactions are recorded for financial statement purposes on the trade date. Realized gains and losses from security transactions are recorded on the identified cost basis. Dividend income and distributions to shareholders are recorded on the ex-dividend date. Interest is accounted for on the accrual basis and includes amortization of premiums and discounts on the effective interest method. Expenses include $1,502,518 and $7,687 of borrowing expense on securities sold short for TMF and EDF, respectively. The Funds may utilize derivative instruments such as options, swaps, futures, forward contracts and other instruments with similar characteristics to the extent that they are consistent with the Funds’ investment objectives and limitations. The use of these instruments may involve additional investment risks, including the possibility of illiquid markets or imperfect correlation between the value of the instruments and the underlying securities.
The Funds help manage counterparty credit risk by entering into agreements only with counterparties the Adviser believes have the financial resources to honor their obligations and by having the Adviser monitor the financial stability of the counterparties.
Financial assets and liabilities as well as cash collateral received by the counterparties and posted are offset by the counterparty, and the net amount is reported in the Statement of Assets and Liabilities when the Funds believe there exists a legally enforceable right to offset the recognized amounts.
The Funds have adopted authoritative standards regarding disclosure about derivatives and hedging activities and how they affect the Funds’ Statement of Assets and Liabilities and Statement of Operations. With respect to TMF, for the six months ended June 30, 2014: long option contracts (1,458,568 contracts) were purchased and $124,445,338 in premiums were paid, written option contracts (2,750,153 contracts) were opened and $575,903,197 in premiums were received, equity swap contracts were opened with a notional value of $682,411,186 and closed with a notional value of $403,469,981 and an average of 13 forward currency exchange contract positions were open. With respect to EDF, for the period ended June 30, 2014: long option contracts (2,728 contracts) were purchased and $282,566 in premiums were paid, written option contracts (5,117 contracts) were opened and $1,042,077 in premiums were received, equity swap contracts were opened with a notional value of $4,101,300 and closed with a notional value of $1,779,857 and an average of 10 forward currency exchange contract positions were open.
The Merger Fund and WCM Alternatives: Event-Driven Fund
NOTES TO THE FINANCIAL STATEMENTS (continued)
June 30, 2014 (Unaudited)
Note 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)
Statement of Assets and Liabilities
Fair values of derivative instruments as of June 30, 2014:
| | Asset Derivatives | | | Liability Derivatives | |
| | Statement of Assets | | | | | | Statement of Assets | | | | |
Derivatives | | and Liabilities Location | | | Fair Value | | | and Liabilities Location | | | Fair Value | |
The Merger Fund | | | | | | | | | | | | |
Equity Contracts: | | | | | | | | | | | | |
Purchased Option Contracts | | Investments | | | $ | 15,831,652 | | | | N/A | | | $ | — | |
Written Option Contracts | | | N/A | | | | — | | | Written Option Contracts | | | | 339,507,263 | |
Swap Contracts | | Receivables | | | | — | | | Payables | | | | 14,077,926 | |
Foreign Exchange Contracts: | | | | | | | | | | | | | | | | |
Forward Currency Exchange Contracts | | Receivables | | | | 662,227 | | | Payables | | | | 1,267,877 | |
Total | | | | | | $ | 16,493,879 | | | | | | | $ | 354,853,066 | |
| | | | | | | | | | | | | | | | |
WCM Alternatives: Event-Driven Fund | | | | | | | | | | | | | | | | |
Equity Contracts: | | | | | | | | | | | | | | | | |
Purchased Option Contracts | | Investments | | | $ | 25,455 | | | | N/A | | | $ | — | |
Written Option Contracts | | | N/A | | | | — | | | Written Option Contracts | | | | 515,928 | |
Swap Contracts | | Receivables | | | | 89,455 | | | Payables | | | | — | |
Foreign Exchange Contracts: | | | | | | | | | | | | | | | | |
Forward Currency Exchange Contracts | | Receivables | | | | 3,353 | | | Payables | | | | 4,385 | |
Total | | | | | | $ | 118,263 | | | | | | | $ | 520,313 | |
Statement of Operations
The effect of derivative instruments on the Statement of Operations for the six-month period ended June 30, 2014:
Amount of Realized Gain (Loss) on Derivatives | |
| | | | | | | | Forward | | | | | | | |
| | Purchased | | | Written | | | Currency | | | | | | | |
| | Option | | | Option | | | Exchange | | | Swap | | | | |
| | Contracts | | | Contracts | | | Contracts | | | Contracts | | | Total | |
Derivatives | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
The Merger Fund | | | | | | | | | | | | | | | |
Equity Contracts | | $ | (115,469,914 | ) | | $ | (14,059,989 | ) | | $ | — | | | $ | 13,173,623 | | | $ | (116,356,280 | ) |
Foreign Exchange Contracts | | | — | | | | — | | | | (10,367,393 | ) | | | — | | | | (10,367,393 | ) |
Total | | $ | (115,469,914 | ) | | $ | (14,059,989 | ) | | $ | (10,367,393 | ) | | $ | 13,173,623 | | | $ | (126,723,673 | ) |
| | | | | | | | | | | | | | | | | | | | |
WCM Alternatives: Event-Driven Fund | | | | | | | | | | | | | | | | | | | | |
Equity Contracts | | $ | (119,514 | ) | | $ | (11,284 | ) | | $ | — | | | $ | 63,176 | | | $ | (67,622 | ) |
Foreign Exchange Contracts | | | — | | | | — | | | | 2,100 | | | | — | | | | 2,100 | |
Total | | $ | (119,514 | ) | | $ | (11,284 | ) | | $ | 2,100 | | | $ | 63,176 | | | $ | (65,522 | ) |
| | | | | | | | | | | | | | | | | | | | |
The Merger Fund and WCM Alternatives: Event-Driven Fund
NOTES TO THE FINANCIAL STATEMENTS (continued)
June 30, 2014 (Unaudited)
Note 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)
Change in Unrealized Appreciation (Depreciation) on Derivatives | |
| | | | | | | | Forward | | | | | | | |
| | Purchased | | | Written | | | Currency | | | | | | | |
| | Option | | | Option | | | Exchange | | | Swap | | | | |
| | Contracts | | | Contracts | | | Contracts | | | Contracts | | | Total | |
Derivatives | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
The Merger Fund | | | | | | | | | | | | | | | |
Equity Contracts | | $ | (4,997,217 | ) | | $ | (35,475,774 | ) | | $ | — | | | $ | (6,105,629 | ) | | $ | (46,578,620 | ) |
Foreign Exchange Contracts | | | — | | | | — | | | | 10,166,845 | | | | — | | | | 10,166,845 | |
Total | | $ | (4,997,217 | ) | | $ | (35,475,774 | ) | | $ | 10,166,845 | | | $ | (6,105,629 | ) | | $ | (36,411,775 | ) |
| | | | | | | | | | | | | | | | | | | | |
WCM Alternatives: Event-Driven Fund | | | | | | | | | | | | | | | | | | | | |
Equity Contracts | | $ | (68,573 | ) | | $ | (131,181 | ) | | $ | — | | | $ | 89,455 | | | $ | (110,299 | ) |
Foreign Exchange Contracts | | | — | | | | — | | | | (1,032 | ) | | | — | | | | (1,032 | ) |
Total | | $ | (68,573 | ) | | $ | (131,181 | ) | | $ | (1,032 | ) | | $ | 89,455 | | | $ | (111,331 | ) |
Note 3 — AGREEMENTS
The Funds’ investment adviser is Westchester Capital Management, LLC pursuant to an investment advisory agreement between TMF and the Adviser dated as of January 1, 2011 (the “TMF Advisory Agreement”) and pursuant to an investment advisory agreement between WCF, with respect to EDF, and the Adviser dated as of July 30, 2013 (the “EDF Advisory Agreement” and together with the TMF Advisory Agreement, the “Advisory Agreements”).
Under the terms of the TMF Advisory Agreement, the Adviser is entitled to receive a fee, calculated daily and payable monthly, at the annual rate of 1.00% of TMF’s average daily net assets. The Adviser has agreed until April 29, 2015, to reduce its advisory fee so that the advisory fee will be: (i) 1.0% on an annualized basis of the average daily net assets of TMF on net assets below $1.5 billion; (ii) 0.9% on an annualized basis of the average daily net assets of TMF on net assets between $1.5 billion and $2.0 billion; (iii) 0.8% on an annualized basis of the average daily net assets of TMF on net assets between $2.0 billion and $5.0 billion and (iv) 0.75% on an annualized basis of the average daily net assets of TMF on net assets over $5.0 billion. Investment advisory fees voluntarily waived by the Adviser on behalf of TMF for the six months ended June 30, 2014 were $3,534,103.
Under the terms of the EDF Advisory Agreement, the Adviser is entitled to receive a fee, calculated daily and payable monthly, at the annual rate of 1.25% of EDF’s average daily net assets. The Adviser has contractually agreed until December 3, 2014 to waive its investment advisory fee and to reimburse EDF for other ordinary operating expenses to the extent necessary to limit ordinary operating expenses to an amount not to exceed 1.74% for Institutional Class shares and 1.99% for Investor Class shares. Ordinary operating expenses exclude taxes, commissions, mark-ups, litigation expenses, indemnification expenses, interest expenses, borrowing expenses, including on securities sold short, dividend expenses on securities sold short, trading or investment expenses, acquired fund fees and expenses, and any extraorinary expenses. To the extent that the Adviser waives its investment advisory fee for EDF and/or reimburses EDF for other ordinary operating expenses, it may seek reimbursement of a portion or all of such amounts at any time within three fiscal years after the fiscal year in which such
The Merger Fund and WCM Alternatives: Event-Driven Fund
NOTES TO THE FINANCIAL STATEMENTS (continued)
June 30, 2014 (Unaudited)
Note 3 — AGREEMENTS (continued)
amounts were waived or reimbursed, subject to the expense limitation in place at the time such amounts were waived or reimbursed. For the period ended June 30, 2014, the Adviser waived $36,278 and reimbursed expenses of $254,960 to EDF.
The fee waiver arrangement for either Fund may be terminated at any time by such Fund’s Board of Trustees. Certain officers of the Funds are also officers of the Adviser. Each Advisory Agreement was approved for an initial term of two years and thereafter will remain in effect from year to year provided that such continuance is specifically approved at least annually by the vote of a majority of the relevant Fund’s Trustees who are not interested persons of the Adviser or such Fund or by a vote of a majority of the outstanding voting securities of such Fund.
U.S. Bancorp Fund Services, LLC, a subsidiary of U.S. Bancorp, a publicly held bank holding company, serves as transfer agent, administrator, accountant, dividend paying agent and shareholder servicing agent for the Funds. U.S. Bank, N.A. serves as custodian for the Funds.
Distribution services are performed pursuant to distribution contracts with broker-dealers and other qualified institutions.
Note 4 — SHARES OF BENEFICIAL INTEREST
The Board of Trustees of each Fund has the authority to issue an unlimited amount of shares of beneficial interest without par value.
Changes in shares of beneficial interest were as follows:
| | Six Months Ended | | | Year Ended | |
| | June 30, 2014 | | | December 31, 2013 | |
| | Shares | | | Amount | | | Shares | | | Amount | |
The Merger Fund | | | | | | | | | | | | |
Investor Class | | | | | | | | | | | | |
Issued | | | 67,235,361 | | | $ | 1,085,852,573 | | | | 126,186,811 | | | $ | 2,018,213,379 | |
Issued as reinvestment of dividends | | | — | | | | — | | | | 5,490,093 | | | | 87,786,581 | |
Redeemed | | | (49,743,036 | ) | | | (803,937,101 | ) | | | (108,218,504 | ) | | | (1,731,456,383 | ) |
Net increase | | | 17,492,325 | | | $ | 281,915,472 | | | | 23,458,400 | | | $ | 374,543,577 | |
The Merger Fund and WCM Alternatives: Event-Driven Fund
NOTES TO THE FINANCIAL STATEMENTS (continued)
June 30, 2014 (Unaudited)
Note 4 — SHARES OF BENEFICIAL INTEREST (continued)
| | Six Months Ended | | | Year Ended | |
| | June 30, 2014 | | | December 31, 2013 | |
| | Shares | | | Amount | | | Shares | | | Amount | |
The Merger Fund | | | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | |
Issued | | | 9,251,327 | | | $ | 150,207,469 | | | | 11,442,811 | | | $ | 186,578,128 | |
Issued as reinvestment of dividends | | | — | | | | — | | | | 285,446 | | | | 4,555,721 | |
Redeemed | | | (1,406,370 | ) | | | (22,780,547 | ) | | | (945,886 | ) | | | (15,297,308 | ) |
Net increase | | | 7,844,957 | | | $ | 127,426,922 | | | | 10,782,371 | | | $ | 175,836,541 | |
| | Period Ended | |
| | June 30, 2014* | |
| | Shares | | | Amount | |
WCM Alternatives: Event-Driven Fund | | | | | | |
Institutional Class | | | | | | |
Issued | | | 758,277 | | | $ | 7,655,432 | |
Redeemed | | | (41,725 | ) | | | (429,513 | ) |
Net increase | | | 716,552 | | | $ | 7,225,919 | |
| * | The Institutional Class inception date was January 2, 2014. |
Note 5 — INVESTMENT TRANSACTIONS AND INCOME TAX INFORMATION
TMF’s purchases and sales of securities for the six months ended June 30, 2014 (excluding short-term investments, short-term options, forward currency contracts, swap contracts and short positions) in the aggregate were $4,139,262,458 and $2,830,286,539, respectively. EDF’s purchases and sales of securities for the period ended June 30, 2014 (excluding short-term investments, short-term options, forward currency contracts, swap contracts and short positions) in the aggregate were $11,932,973 and $5,343,737, respectively. There were no purchases or sales of U.S. Government securities for the Funds.
At December 31, 2013, the components of accumulated earnings (losses) on a tax basis were as follows:
| | The Merger Fund | |
Cost of investments | | $ | 4,900,927,306 | |
Gross unrealized appreciation | | | 504,656,173 | |
Gross unrealized depreciation | | | (265,726,359 | ) |
Net unrealized appreciation | | $ | 238,929,814 | |
Undistributed ordinary income | | $ | — | |
Undistributed long-term capital gain | | | — | |
Total distributable earnings | | $ | — | |
Other accumulated losses | | | (217,830,218 | ) |
Total accumulated gains | | $ | 21,099,596 | |
The Merger Fund and WCM Alternatives: Event-Driven Fund
NOTES TO THE FINANCIAL STATEMENTS (continued)
June 30, 2014 (Unaudited)
Note 5 — INVESTMENT TRANSACTIONS AND INCOME TAX INFORMATION (continued)
The tax components of dividends paid during the six months ended June 30, 2014 and the fiscal year ended December 31, 2013 for TMF, and the period ended June 30, 2014 for EDF were as follows:
| | | | | | | | WCM Alternatives: | |
| | The Merger Fund | | | Event-Driven Fund | |
| | 2014 | | | 2013 | | | 2014 | | | 2013 | |
Investor Class | | | | | | | | | | | | |
Ordinary Income | | $ | — | | | $ | 115,522,819 | | | | N/A | | | | N/A | |
Long-Term Capital Gains | | | — | | | | — | | | | N/A | | | | N/A | |
Total Distributions Paid | | $ | — | | | $ | 115,522,819 | | | | N/A | | | | N/A | |
| | | | | | | | | | | | | | | | |
| | | 2014 | | | | 2013 | | | | 2014 | | | | 2013 | |
Institutional Class | | | | | | | | | | | | | | | | |
Ordinary Income | | $ | — | | | $ | 4,709,040 | | | $ | — | | | | N/A | |
Long-Term Capital Gains | | | — | | | | — | | | | — | | | | N/A | |
Total Distributions Paid | | $ | — | | | $ | 4,709,040 | | | $ | — | | | | N/A | |
TMF designated as long-term capital gain dividend, pursuant to Internal Revenue Case Section 852(b)(3), the amount necessary to reduce the earnings and profits of the Fund related to net capital gain to zero for the tax year ended December 31, 2013.
As of December 31, 2013, TMF deferred, on a tax basis, post-October ordinary losses of $19,641,643. As of December 31, 2013, TMF did not have a post-October capital loss or a capital loss carryforward.
For the fiscal year ended December 31, 2013, certain dividends paid by TMF may be subject to a maximum tax rate of 15% as provided for by the Jobs and Growth Tax Relief Reconciliation Act of 2003. The percentage of dividends declared from ordinary income designated as qualified dividend income for the fiscal year ended December 31, 2013 was 50.66% (unaudited) for the Fund.
For corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividends-received deduction for the fiscal year ended December 31, 2013 was 44.00% (unaudited) for TMF.
The percentage of taxable ordinary income distributions that are designated as short-term capital gain distributions under Internal Revenue Code Section 871(k)(2)(c) for the fiscal year ended December 31, 2013 was 20.27% (unaudited) for TMF.
The Merger Fund and WCM Alternatives: Event-Driven Fund
NOTES TO THE FINANCIAL STATEMENTS (continued)
June 30, 2014 (Unaudited)
Note 6 — WRITTEN OPTION CONTRACTS
The premium amount and the number of written option contracts during the six months ended June 30, 2014 and the period ended June 30, 2014 were as follows:
| | | | | | | | WCM Alternatives: | |
| | The Merger Fund | | | Event-Driven Fund | |
| | Number of | | | Premium | | | Number of | | | Premium | |
| | Contracts | | | Amount | | | Contracts | | | Amount | |
Options outstanding at December 31, 2013 | | | 771,852 | | | $ | 185,389,161 | | | | — | | | $ | — | |
Options written | | | 2,750,153 | | | | 575,903,197 | | | | 5,117 | | | | 1,042,077 | |
Options closed | | | (1,776,965 | ) | | | (382,134,485 | ) | | | (2,001 | ) | | | (416,343 | ) |
Options exercised | | | (348,035 | ) | | | (126,337,794 | ) | | | (563 | ) | | | (201,838 | ) |
Options expired | | | (229,952 | ) | | | (18,865,014 | ) | | | (499 | ) | | | (39,149 | ) |
Options outstanding at June 30, 2014 | | | 1,167,053 | | | $ | 233,955,065 | | | | 2,054 | | | $ | 384,747 | |
Note 7 — DISTRIBUTION PLAN
TMF has adopted an Amended and Restated Plan of Distribution (the “TMF Plan”) dated July 30, 2013, pursuant to Rule 12b-1 under the 1940 Act that applies to TMF’s Investor Class shares. EDF has adopted a Plan of Distribution (the “EDF Plan” and together with the TMF Plan, the “Plans”) dated July 30, 2013, pursuant to Rule 12b-1 under the 1940 Act that applies to EDF’s Investor Class shares. Under each Plan, the respective Fund will compensate broker dealers or other qualified institutions with whom the Fund has entered into a contract to distribute the Fund’s Investor Class shares. Under each Plan, the amount of such compensation paid in any one year shall not exceed 0.25% annually of the average daily net assets attributable to the respective Fund’s Investor Class shares, which may be payable as a distribution fee or a service fee for providing permitted recordkeeping, subaccounting, subtransfer agency and/or shareholder liaison services. For the six months ended June 30, 2014, TMF incurred $4,252,880 pursuant to the TMF Plan in respect of TMF’s Investor Class shares. As of June 30, 2014, EDF had no outstanding Investor Class shares. Each Plan will remain in effect from year to year provided such continuance is approved at least annually by a vote either of a majority of the relevant Fund’s Trustees, including a majority of the non-interested Trustees, or a majority of the relevant Fund’s outstanding Investor Class shares.
Note 8 — TRANSACTIONS WITH AFFILIATES
Pursuant to Section (2)(a)(3) of the 1940 Act, if a Fund owns 5% or more of the outstanding voting securities of an issuer, the issuer is deemed to be an affiliate of the Fund. During the six months ended June 30, 2014, TMF owned the following position in such companies for investment purposes only:
| | Share | | | | | | | | | Share | | | Market | | | | | | | | | | |
| | Balance at | | | | | | | | | Balance at | | | Value at | | | | | | | | | | |
| | Dec. 31, | | | | | | | | | June 30, | | | June 30, | | | Dividend | | | Interest | | | Realized | |
Issuer Name | | 2013 | | | Purchases | | | Sales | | | 2014 | | | 2014 | | | Income | | | Income | | | Gain | |
Jos. A. Bank | | | | | | | | | | | | | | | | | | | | | | | | |
Clothiers, Inc. | | | — | | | | 2,695,217 | | | | 2,695,217 | | | | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 3,960,926 | |
| | | | | | | | | | | | | | | | | | $ | — | | | $ | — | | | $ | — | | | $ | 3,960,926 | |
The Merger Fund and WCM Alternatives: Event-Driven Fund
NOTES TO THE FINANCIAL STATEMENTS (continued)
June 30, 2014 (Unaudited)
Note 9 — OFFSETTING ASSETS AND LIABILITIES
Each Fund is subject to various Master Netting Arrangements, which govern the terms of certain transactions with select counterparties. The Master Netting Arrangements allow each Fund to close out and net its total exposure to a counterparty in the event of a default with respect to all the transactions governed under a single agreement with a counterparty. The Master Netting Arrangements also specify collateral posting arrangements at pre-arranged exposure levels. Under the Master Netting Arrangements, collateral is routinely transferred if the total net exposure to certain transactions (net of existing collateral already in place) governed under the relevant Master Netting Arrangement with a counterparty in a given account exceeds a specified threshold depending on the counterparty and the type of Master Netting Arrangement.
The Merger Fund
| | | | | | | | | | | Gross Amounts not offset | | | | |
| | | | | | | | | | | in the Statement | | | | |
| | | | | | | | | | | of Assets and Liabilities | | | | |
| | Gross | | | Gross Amounts | | | Net Amounts | | | | | | | | | | |
| | Amounts of | | | Offset in the | | | Presented in | | | | | | | | | | |
| | Recognized | | | Statement | | | the Statement | | | | | | Collateral | | | | |
| | Assets/ | | | of Assets | | | of Assets | | | Financial | | | Received/ | | | Net | |
| | Liabilities | | | and Liabilities | | | and Liabilities | | | Instruments | | | Pledged | | | Amount | |
Assets: | | | | | | | | | | | | | | | | | | |
Description | | | | | | | | | | | | | | | | | | |
Forward Currency | | | | | | | | | | | | | | | | | | |
Exchange Contracts | | $ | 662,227 | | | $ | — | | | $ | 662,227 | | | $ | 662,227 | | | $ | — | | | $ | — | |
Swap Contracts | | | 4,423,692 | | | | 4,423,692 | | | | — | | | | — | | | | — | | | | — | |
| | $ | 5,085,919 | | | $ | 4,423,692 | | | $ | 662,227 | | | $ | 662,227 | | | $ | — | | | $ | — | |
Liabilities: | | | | | | | | | | | | | | | | | | | | | | | | |
Description | | | | | | | | | | | | | | | | | | | | | | | | |
Forward Currency | | | | | | | | | | | | | | | | | | | | | | | | |
Exchange Contracts | | $ | 1,267,877 | | | $ | — | | | $ | 1,267,877 | | | $ | 662,227 | | | $ | 605,650 | | | $ | — | |
Swap Contracts | | | 18,501,618 | | | | 4,423,692 | | | | 14,077,926 | | | | — | | | | 14,077,926 | | | | — | |
Written Option Contracts | | | 339,507,263 | | | | — | | | | 339,507,263 | | | | — | | | | 339,507,263 | | | | — | |
| | $ | 359,276,758 | | | $ | 4,423,692 | | | $ | 354,853,066 | | | $ | 662,227 | | | $ | 354,190,839 | | | $ | — | |
The Merger Fund and WCM Alternatives: Event-Driven Fund
NOTES TO THE FINANCIAL STATEMENTS (continued)
June 30, 2014 (Unaudited)
Note 9 — OFFSETTING ASSETS AND LIABILITIES (continued)
WCM Alternatives: Event-Driven Fund
| | | | | | | | | | | Gross Amounts not offset | | | | |
| | | | | | | | | | | in the Statement | | | | |
| | | | | | | | | | | of Assets and Liabilities | | | | |
| | Gross | | | Gross Amounts | | | Net Amounts | | | | | | | | | | |
| | Amounts of | | | Offset in the | | | Presented in | | | | | | | | | | |
| | Recognized | | | Statement | | | the Statement | | | | | | Collateral | | | | |
| | Assets/ | | | of Assets | | | of Assets | | | Financial | | | Received/ | | | Net | |
| | Liabilities | | | and Liabilities | | | and Liabilities | | | Instruments | | | Pledged | | | Amount | |
Assets: | | | | | | | | | | | | | | | | | | |
Description | | | | | | | | | | | | | | | | | | |
Forward Currency | | | | | | | | | | | | | | | | | | |
Exchange Contracts | | $ | 3,353 | | | $ | — | | | $ | 3,353 | | | $ | 3,353 | | | $ | — | | | $ | — | |
Swap Contracts — | | | | | | | | | | | | | | | | | | | | | | | | |
JPMorgan Chase & Co. Inc. | | | 59,631 | | | | 45,813 | | | | 13,818 | | | | — | | | | — | | | | 13,818 | |
Swap Contracts — | | | | | | | | | | | | | | | | | | | | | | | | |
Merrill Lynch & Co. Inc. | | | 97,762 | | | | 22,125 | | | | 75,637 | | | | — | | | | — | | | | 75,637 | |
| | $ | 160,746 | | | $ | 67,938 | | | $ | 92,808 | | | $ | 3,353 | | | $ | — | | | $ | 89,455 | |
Liabilities: | | | | | | | | | | | | | | | | | | | | | | | | |
Description | | | | | | | | | | | | | | | | | | | | | | | | |
Forward Currency | | | | | | | | | | | | | | | | | | | | | | | | |
Exchange Contracts | | $ | 4,385 | | | $ | — | | | $ | 4,385 | | | $ | 3,353 | | | $ | 1,032 | | | $ | — | |
Swap Contracts — | | | | | | | | | | | | | | | | | | | | | | | | |
JPMorgan Chase & Co. Inc. | | | 45,813 | | | | 45,813 | | | | — | | | | — | | | | — | | | | — | |
Swap Contracts — | | | | | | | | | | | | | | | | | | | | | | | | |
Merrill Lynch & Co. Inc. | | | 22,125 | | | | 22,125 | | | | — | | | | — | | | | — | | | | — | |
Written Option Contracts | | | 515,928 | | | | — | | | | 515,928 | | | | — | | | | 515,928 | | | | — | |
| | $ | 588,251 | | | $ | 67,938 | | | $ | 520,313 | | | $ | 3,353 | | | $ | 516,960 | | | $ | — | |
WCM Alternatives: Event-Driven Fund
BOARD APPROVAL OF INVESTMENT ADVISORY AGREEMENT
Prior to the inception of WCM Alternatives: Event-Driven Fund’s (the “Fund” or “EDF”) investment operations, the Board of Trustees of the Fund (the “Board”), including a majority of the Trustees who are not interested persons of the Fund (the “Independent Trustees”), approved the Fund’s advisory arrangements (the “Agreement”) with Westchester Capital Management LLC (the “Adviser”) for an initial two-year period. A summary of the material factors and conclusions that formed the basis for the approval by the Board and the Independent Trustees are discussed below.
Review Process
The Investment Company Act of 1940, as amended, requires that the Board request and evaluate, and that the Adviser furnish, such information as may reasonably be necessary to evaluate the proposed terms of the Fund’s Agreement. The Independent Trustees began their formal review process by requesting from the Adviser information they believed necessary to evaluate the proposed terms of the Fund’s Agreement. The Independent Trustees and Board, in approving the Agreement, did not identify any particular information that was all-important or controlling, and each Trustee attributed different weights to the various factors. Throughout the review process, the Independent Trustees were advised by their independent counsel. The Independent Trustees also discussed the proposed approval of the Agreement in a private session with their independent counsel, at which no representatives of the Adviser were present.
The following summary describes the most important, but not all, of the factors considered by the Board and the Independent Trustees.
Materials Reviewed
During the course of its review, the Board received a wide variety of materials relating to the services to be provided by the Adviser and the Fund’s other service providers, including reports on the Adviser’s performance in managing a similarly managed account, the proposed advisory fee structure, and other information relating to the nature, extent and quality of services proposed to be provided by the Adviser to the Fund. In addition, in connection with its consideration of the Agreement, the Board requested and reviewed supplementary information regarding the estimated total expenses of the Fund, the Adviser’s estimated profitability in respect of the Fund, and information about the personnel expected to provide investment management services to the Fund. The Board also requested and evaluated advisory fee and expense information for other investment companies with substantially similar investment strategies that was compiled by U.S. Bancorp Fund Services, LLC using categories and data provided by Morningstar, Inc. The Board and the Independent Trustees also considered information regarding anticipated so-called “fall-out” benefits to the Adviser and its affiliates due to the Adviser’s proposed relationship with the Fund. In addition to the information presented as part of this process, the members of the Board also considered information they received regarding the Adviser in their roles as members of the board of trustees of the other registered investment companies sponsored and advised by the Adviser.
Nature, Extent and Quality of Services
Nature and Extent of Services – In approving the Agreement for an initial two-year term, the Board and the Independent Trustees evaluated the nature and extent of the services to be provided by the Adviser. The Board and the Independent Trustees also considered information concerning the Adviser’s investment philosophy and investment outlook with respect to the Fund. In this context, the
WCM Alternatives: Event-Driven Fund
BOARD APPROVAL OF INVESTMENT ADVISORY AGREEMENT (continued)
Board and the Independent Trustees considered the in-house research capabilities of the Adviser as well as other resources available to the Adviser, including research services available to the Adviser as a result of securities transactions to be effected for the Fund and other investment advisory clients of the Adviser. The Board and the Independent Trustees also considered the managerial and financial resources available to the Adviser.
Quality of Services – The Board and the Independent Trustees considered the quality of the services to be provided by the Adviser and the quality of the resources of the Adviser available to the Fund. The Board and the Independent Trustees considered the specialized experience, expertise and professional qualifications of the personnel of the Adviser, including that the Adviser had a track record sub-advising a registered mutual fund with principal investment strategies substantially similar to those proposed to be employed on behalf of the Fund. The Board and the Independent Trustees considered the complexity of managing the Fund’s strategy relative to other types of funds. The Board and the Independent Trustees also received and reviewed information regarding the quality of non-investment advisory services expected to be provided to the Fund by the Adviser, including certain compliance services. The Board and the Independent Trustees considered that the scope of the services to be provided to the Fund by the Adviser were consistent with the Fund’s operational requirements.
In their evaluation of the quality of the services to be provided by the Adviser, the Board and the Independent Trustees also considered the performance of the Adviser in managing another registered mutual fund with substantially similar investment strategies to those of the Fund. The Board and the Independent Trustees concluded, within the context of their overall conclusions regarding the Agreement, that the Adviser’s performance record in managing a fund with similar investment strategies supported the approval of the Agreement.
The Board and the Independent Trustees concluded, within the context of their overall conclusions regarding the Agreement, that, overall, they were satisfied with the proposed nature, extent and quality of the services to be provided by the Adviser.
Management Fees and Expenses
The Board and the Independent Trustees reviewed information, including comparative information, regarding the proposed advisory fees to be paid to the Adviser and the estimated total expenses to be borne by the Fund. The Board and the Independent Trustees also considered the fees that the Adviser and its affiliates charge another client with substantially similar investment strategies to those of the Fund. The Board and the Independent Trustees considered information provided by the Adviser describing the differences in services provided to that other client. The Board and the Independent Trustees concluded, within the context of their overall conclusions regarding the Agreement, that the proposed fees to be charged under the Agreement represent reasonable compensation to the Adviser in light of the services to be provided.
Profitability and Possible Economies of Scale
Profitability – The Board and the Independent Trustees reviewed information regarding the anticipated cost of services provided by the Adviser and the anticipated profitability (before distribution expenses and prior to taxes) of the Adviser’s relationship with the Fund. The Board reviewed a pro forma profit and loss analysis for the Adviser based on the estimated cost of services to be provided and varying estimated levels of Fund assets over the course of the first two years of
WCM Alternatives: Event-Driven Fund
BOARD APPROVAL OF INVESTMENT ADVISORY AGREEMENT (continued)
the Agreement. In evaluating the Adviser’s expected profitability, the Independent Trustees considered that the information provided by the Adviser was necessarily estimated and that preparing the related profitability information involved certain assumptions and allocations that were imprecise. The Board and the Independent Trustees recognized that the probative value of estimated profitability information may be limited because a wide range of comparative information often is not generally available and it can be affected by numerous factors, including the structure of the particular adviser, the types of funds it manages, its business mix, the efficiency of an adviser’s operations, numerous assumptions about allocations and the adviser’s cost of capital. In addition, the Board and the Independent Trustees considered information regarding the direct and indirect benefits the Adviser receives as a result of its relationship with the Fund, including research expected to be purchased with soft dollar credits earned from portfolio transactions effected on behalf of the Fund (soft dollar arrangements), and reputational benefits.
Economies of Scale – The Board and the Independent Trustees reviewed the extent to which the Adviser may realize economies of scale in managing the Fund. The Board and the Independent Trustees concluded, within the context of their overall conclusions regarding the Agreement, that the Adviser’s estimated level of profitability from its relationship with the Fund was reasonable and not excessive in light of, among other things, significant start-up and ongoing costs expected to be borne by the Adviser and its expertise and experience in managing event-driven strategies. The Board and the Independent Trustees noted the Adviser’s representation that some economies of scale may arise from the Adviser’s sub-advisory services it provides to another client with substantially similar investment strategies to those proposed to be employed by the Fund. However, the Board and the Independent Trustees concluded that the Adviser is unlikely to experience significant economies of scale in connection with the services to be provided to the Fund during the initial two-year term due to the low level of anticipated assets expected to be invested in the Fund during the initial two-year period and the start-up and ongoing costs that are expected to be borne by the Adviser as a result of the proposed expense limitation agreement. The Board and the Independent Trustees believed that it was not necessary to consider sharing economies of scale, including breakpoints, at this time. The Trustees also considered that the Adviser proposed an expense limitation that would limit, with certain exceptions, the maximum total annual expenses of the Fund. The Independent Trustees concluded that those measures were reasonably designed to result in the sharing of economies of scale realized by the Adviser, if any, with the Fund and its shareholders.
Conclusions
Based on the Board’s review, including the Board’s consideration of each of the factors referred to above, the Board and the Independent Trustees concluded that the proposed terms of the Agreement, including the fees payable to the Adviser, are fair and reasonable to the Fund and its shareholders given the scope and quality of the services expected to be provided to the Fund and such other considerations as the Independent Trustees considered relevant in the exercise of their reasonable business judgment and that approval of the Agreement was in the best interests of the Fund and its shareholders. Accordingly, the Board and Independent Trustees unanimously approved the Agreement for an initial two-year term.
The Merger Fund and WCM Alternatives: Event-Driven Fund
AVAILABILITY OF PROXY VOTING INFORMATION
Information regarding how the Funds generally vote proxies relating to portfolio securities may be obtained without charge by calling the Funds’ Transfer Agent at 1-800-343-8959 or by visiting the SEC’s website at www.sec.gov. Information regarding how the Funds voted proxies during the most recent 12-month period ended June 30 is available on the SEC’s website or by calling the toll-free number listed above.
AVAILABILITY OF QUARTERLY PORTFOLIO SCHEDULE
The Funds file their complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Funds’ Forms N-Q are available on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’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.
Westchester Capital Management, LLC
100 Summit Lake Drive
Valhalla, NY 10595
(914) 741-5600
www.westchestercapitalfunds.com
Administrator, Transfer Agent, Accountant,
Dividend Paying Agent and Shareholder
Servicing Agent
U.S. Bancorp Fund Services, LLC
615 East Michigan Street
P.O. Box 701
Milwaukee, WI 53201-0701
(800) 343-8959
Custodian
U.S. Bank, N.A.
1555 North Rivercenter Drive, Suite 302
Milwaukee, WI 53212
(800) 343-8959
Distributor
Quasar Distributors, LLC
615 East Michigan Street
Milwaukee, WI 53202
Trustees
Roy Behren
Michael T. Shannon
Barry Hamerling
Richard V. Silver
Christianna Wood
Executive Officers
Roy Behren, Co-President and Treasurer
Michael T. Shannon, Co-President
Bruce Rubin, Vice President and
Chief Compliance Officer
Abraham R. Cary, Secretary
Counsel
Ropes & Gray LLP
1211 Avenue of the Americas
New York, NY 10036
Independent Registered
Public Accounting Firm
PricewaterhouseCoopers LLP
100 East Wisconsin Avenue
Item 2. Code of Ethics.
Not applicable for semi-annual reports.
Item 3. Audit Committee Financial Expert.
Not applicable for semi-annual reports.
Item 4. Principal Accountant Fees and Services.
Not applicable for semi-annual reports.
Item 5. Audit Committee of Listed Registrants.
Not applicable.
Item 6. Investments.
The registrant’s 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.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable.
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable.
Item 10. Submission of Matters to a Vote of Security Holders.
There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s board of trustees.
Item 11. Controls and Procedures.
(a) | The Registrant’s Co-Presidents/Chief Executive Officers and Treasurer/Chief Financial Officer have reviewed the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934. Based on their review, such officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the registrant and by the registrant’s service provider. |
(b) | There were no changes in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) 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. |
Item 12. Exhibits.
(a)(1) Any code of ethics or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an exhibit. Not applicable.
(a)(2) A separate certification for each principal executive and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.
(a)(3) Any written solicitation to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. Not applicable to open-end investment companies.
(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith.
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) The Merger Fund
By (Signature and Title)*/s/ Michael T. Shannon
Michael T. Shannon, Co-President
Date August 28, 2014
By (Signature and Title)*/s/ Roy Behren
Roy Behren, Co-President and Treasurer
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 T. Shannon
Michael T. Shannon, Co-President
Date August 28, 2014
By (Signature and Title)*/s/ Roy Behren
Roy Behren, Co-President and Treasurer
* Print the name and title of each signing officer under his or her signature.