June 30, 2016
THE MERGER FUND
WCM ALTERNATIVES:
EVENT-DRIVEN FUND
DEAL COMPOSITION
The Merger Fund (Unaudited)
Type of Buyer | | | Deal Terms* | |
Strategic | 94.7% | | Cash | 31.5% |
Financial | 5.3% | | Cash & Stock | 34.0% |
| | | Stock and Stub(1) | 15.3% |
By Deal Type | | | Undetermined(2) | 7.0% |
Friendly | 100.0% | | Stock with Fixed Exchange Ratio | 10.3% |
Hostile | 0.0% | | Stock with Flexible | |
| | | Exchange Ratio (Collar) | 1.9% |
* | Data expressed as a percentage of long common stock, corporate bonds and swap contract positions as of June 30, 2016. |
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)
By Sector
By Region
* | Data expressed as a percentage of long common stock, corporate bonds and swap contract positions as of June 30, 2016. Please refer to the Schedule of Investments, Schedule of Options Written, Schedule of Forward Currency Exchange Contracts and Schedule of Swap Contracts for more details on the Fund’s individual holdings. |
PORTFOLIO COMPOSITION*
WCM Alternatives: Event-Driven Fund (Unaudited)
By Sector
By Region
* | Data expressed as a percentage of long common stock, corporate bonds and swap contract positions as of June 30, 2016. Please refer to the Schedule of Investments, Schedule of Options Written, Schedule of Forward Currency Exchange Contracts and Schedule of Swap Contracts for more details on the Fund’s individual holdings. |
The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poor’s 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, 2016 (Unaudited)
As a shareholder of a Fund, you incur two types of costs: (1) transaction costs 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 invested at the beginning of the period and held for the period 1/1/16 — 6/30/16.
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, or extraordinary expenses.
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 each 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. 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 (continued)
June 30, 2016 (Unaudited)
| | | | | | | | | | | Expenses | |
| | | | | | | | | | | Paid | |
| | Beginning | | | Ending | | | | | | During | |
| | Account | | | Account | | | Annualized | | | Period | |
| | Value | | | Value | | | Expense | | | 1/1/16 — | |
| | 1/1/16 | | | 6/30/16 | | | Ratio | | | 6/30/16* | |
The Merger Fund | | | | | | | | | | | | |
Investor Class | | | | | | | | | | | | |
Actual+(1) | | $ | 1,000.00 | | | $ | 1,009.10 | | | | 1.82 | % | | $ | 9.09 | |
Hypothetical+(2) | | $ | 1,000.00 | | | $ | 1,015.81 | | | | 1.82 | % | | $ | 9.12 | |
Institutional Class | | | | | | | | | | | | | | | | |
Actual++(3) | | $ | 1,000.00 | | | $ | 1,010.50 | | | | 1.49 | % | | $ | 7.45 | |
Hypothetical++(2) | | $ | 1,000.00 | | | $ | 1,017.45 | | | | 1.49 | % | | $ | 7.47 | |
| | | | | | | | | | | | | | | | |
WCM Alternatives: Event-Driven Fund | | | | | | | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | | | |
Actual+++(4) | | $ | 1,000.00 | | | $ | 1,003.10 | | | | 2.22 | % | | $ | 11.06 | |
Hypothetical+++(2) | | $ | 1,000.00 | | | $ | 1,013.82 | | | | 2.22 | % | | $ | 11.12 | |
* | Expenses are equal to the Fund’s annualized net expense ratio multiplied by the average account value over the period, multiplied by 182/366 (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’s Investor Class would have been $6.89 and $6.92, 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’s Institutional Class would have been $5.25 and $5.27, respectively. |
+++ | Excluding dividends and borrowing expense on securities sold short, your actual cost of investment in and your hypothetical cost of investment in WCM Alternatives: Event-Driven Fund’s Institutional Class would have been $8.67 and $8.72, respectively. |
(1) | Ending account values and expenses paid during the period based on a 0.91% return. This actual return is net of expenses. |
(2) | Ending account values and expenses paid during period based on a hypothetical 5.00% annual return before expenses. |
(3) | Ending account values and expenses paid during the period based on a 1.05% return. This actual return is net of expenses. |
(4) | Ending account values and expenses paid during the period based on a 0.31% return. This actual return is net of expenses. |
The Merger Fund
SCHEDULE OF INVESTMENTS
June 30, 2016 (Unaudited)
Shares | | | | Value | |
| |
LONG INVESTMENTS — 98.95% | |
| |
COMMON STOCKS — 64.86% | |
| | | | | |
| | ALUMINUM — 1.15% | | | |
| 4,720,900 | | Alcoa, Inc. (e) | | $ | 43,762,743 | |
| | | | | | | |
| | | ASSET MANAGEMENT & CUSTODY BANKS — 0.11% | | | | |
| 411,090 | | NorthStar Asset Management Group, Inc. | | | 4,197,229 | |
| | | | | | | |
| | | AUTOMOBILE MANUFACTURERS — 2.27% | | | | |
| 3,050,500 | | General Motors Company (e) | | | 86,329,150 | |
| | | | | | | |
| | | BROADCASTING — 2.17% | | | | |
| 733,537 | | CBS Corporation Class B (e) | | | 39,933,754 | |
| 163,941 | | Liberty Media Group Class A (a) | | | 3,137,831 | |
| 655,765 | | Liberty SiriusXM Group Class A (a) | | | 20,564,790 | |
| 1,102,509 | | Media General, Inc. (a) | | | 18,952,130 | |
| | | | | | 82,588,505 | |
| | | | | | | |
| | | CABLE & SATELLITE — 0.64% | | | | |
| 6,189,900 | | Sirius XM Holdings, Inc. (a)(e) | | | 24,450,105 | |
| | | | | | | |
| | | CASINOS & GAMING — 1.92% | | | | |
| 3,238,800 | | MGM Resorts International (a)(e) | | | 73,294,044 | |
| | | | | | | |
| | | CONSTRUCTION MATERIALS — 0.17% | | | | |
| 46,037,346 | | West China Cement Ltd. (a)(b)(f) | | | 6,349,488 | |
| | | | | | | |
| | | CONSUMER FINANCE — 0.04% | | | | |
| 34,575 | | Cash America International, Inc. | | | 1,473,587 | |
| | | | | | | |
| | | DIVERSIFIED CHEMICALS — 1.63% | | | | |
| 1,246,446 | | The Dow Chemical Company (e) | | | 61,960,831 | |
| 93 | | Huntsman Corporation | | | 1,251 | |
| | | | | | 61,962,082 | |
| | | | | | | |
| | | DRUG RETAIL — 0.48% | | | | |
| 2,453,761 | | Rite Aid Corporation (a) | | | 18,378,670 | |
| | | | | | | |
| | | ENVIRONMENTAL & FACILITIES SERVICES — 0.00% | | | | |
| 383 | | Waste Connections, Inc. (b) | | | 27,595 | |
| | | | | | | |
| | | FERTILIZERS & AGRICULTURAL CHEMICALS — 1.24% | | | | |
| 612,449 | | Syngenta AG – ADR | | | 47,029,959 | |
| | | | | | | |
| | | HEALTH CARE EQUIPMENT — 2.44% | | | | |
| 1,192,752 | | St. Jude Medical, Inc. | | | 93,034,656 | |
| | | | | | | |
| | | HEALTH CARE SUPPLIES — 0.59% | | | | |
| 535,303 | | Alere, Inc. (a) | | | 22,311,429 | |
The accompanying notes are an integral part of these financial statements.
The Merger Fund
SCHEDULE OF INVESTMENTS (continued)
June 30, 2016 (Unaudited)
Shares | | | | Value | |
| | | | | |
| | HOTELS, RESORTS & CRUISE LINES — 4.48% | | | |
| 2,305,747 | | Starwood Hotels & Resorts Worldwide, Inc. | | $ | 170,509,991 | |
| | | | | | | |
| | | HOUSEWARES & SPECIALTIES — 3.34% | | | | |
| 2,025,678 | | Jarden Corporation (a)(d)(g) | | | 127,005,149 | |
| | | | | | | |
| | | HYPERMARKETS & SUPER CENTERS — 0.00% | | | | |
| 7,000 | | UNY Group Holdings Company, Ltd. (b) | | | 58,364 | |
| | | | | | | |
| | | INDUSTRIAL CONGLOMERATES — 1.32% | | | | |
| 1,600,200 | | General Electric Company (e) | | | 50,374,296 | |
| | | | | | | |
| | | INTERNET SOFTWARE & SERVICES — 7.93% | | | | |
| 754,777 | | LinkedIn Corporation Class A (a)(e) | | | 142,841,547 | |
| 79,341 | | Qihoo 360 Technology Company Ltd. – ADR (a) | | | 5,795,860 | |
| 4,075,687 | | Yahoo!, Inc. (a) | | | 153,082,804 | |
| | | | | | 301,720,211 | |
| | | | | | | |
| | | LIFE SCIENCES TOOLS & SERVICES — 0.15% | | | | |
| 86,322 | | Quintiles Transnational Holdings, Inc. (a) | | | 5,638,553 | |
| | | | | | | |
| | | MANAGED HEALTH CARE — 0.57% | | | | |
| 119,955 | | Humana, Inc. (e) | | | 21,577,505 | |
| | | | | | | |
| | | MOVIES & ENTERTAINMENT — 0.00% | | | | |
| 220,167 | | SFX Entertainment, Inc. (a) | | | 4,547 | |
| | | | | | | |
| | | MULTI-LINE INSURANCE — 3.12% | | | | |
| 2,248,787 | | American International Group, Inc. (e) | | | 118,938,344 | |
| | | | | | | |
| | | OIL & GAS & CONSUMABLE FUELS — 0.22% | | | | |
| 407,086 | | Western Refining, Inc. (e) | | | 8,398,190 | |
| | | | | | | |
| | | OIL & GAS REFINING & MARKETING — 0.22% | | | | |
| 918,597 | | Showa Shell Sekiyu K.K. (b) | | | 8,468,545 | |
| | | | | | | |
| | | OIL & GAS STORAGE & TRANSPORTATION — 1.63% | | | | |
| 2,276,354 | | Columbia Pipeline Group, Inc. | | | 58,024,263 | |
| 182,257 | | The Williams Companies, Inc. | | | 3,942,219 | |
| | | | | | 61,966,482 | |
| | | | | | | |
| | | PHARMACEUTICALS — 1.03% | | | | |
| 169,397 | | Allergan plc (a)(b)(e) | | | 39,145,953 | |
| 351 | | Mylan NV (a)(b)(d)(f) | | | 15,170 | |
| 6,369 | | Pfizer, Inc. (e) | | | 224,252 | |
| | | | | | 39,385,375 | |
| | | | | | | |
| | | REGIONAL BANKS — 2.08% | | | | |
| 5,911,205 | | First Niagara Financial Group | | | 57,575,137 | |
| 1,068,454 | | FirstMerit Corporation | | | 21,657,562 | |
| | | | | | 79,232,699 | |
The accompanying notes are an integral part of these financial statements.
The Merger Fund
SCHEDULE OF INVESTMENTS (continued)
June 30, 2016 (Unaudited)
Shares | | | | Value | |
| | | | | |
| | REITs — 2.34% | | | |
| 40,742 | | Apollo Residential Mortgage, Inc. | | $ | 545,943 | |
| 821,585 | | Equity Commonwealth (a) | | | 23,932,771 | |
| 1,226,874 | | Hatteras Financial Corporation | | | 20,120,734 | |
| 136,680 | | Parkway Properties, Inc. | | | 2,286,656 | |
| 2,029,110 | | Starwood Property Trust, Inc. | | | 42,043,159 | |
| | | | | | 88,929,263 | |
| | | | | | | |
| | | SECURITY & ALARM SERVICES — 4.22% | | | | |
| 3,772,269 | | Tyco International plc (b) | | | 160,698,659 | |
| | | | | | | |
| | | SEMICONDUCTORS — 4.46% | | | | |
| 2,316,148 | | KLA-Tenor Corporation | | | 169,657,841 | |
| | | SOFTWARE — 0.65% | | | | |
| 841,183 | | Qlik Technologies, Inc. (a) | | | 24,882,193 | |
| | | | | | | |
| | | SPECIAL PURPOSE ACQUISITION COMPANY — 0.10% | | | | |
| 395,952 | | KLR Energy Acquisition Corporation Class A (a) | | | 3,963,480 | |
| | | | | | | |
| | | SPECIALIZED FINANCE — 0.15% | | | | |
| 173,861 | | Markit Ltd. (a)(b) | | | 5,667,869 | |
| | | | | | | |
| | | SPECIALTY CHEMICALS — 3.30% | | | | |
| 1,163,825 | | The Valspar Corporation | | | 125,728,015 | |
| | | | | | | |
| | | TECHNOLOGY DISTRIBUTIONS — 3.33% | | | | |
| 3,640,809 | | Ingram Micro, Inc. Class A | | | 126,627,337 | |
| | | | | | | |
| | | TECHNOLOGY HARDWARE, | | | | |
| | | STORAGE & PERIPHERALS — 5.37% | | | | |
| 7,528,334 | | EMC Corporation | | | 204,544,835 | |
| | | TOTAL COMMON STOCKS | | | | |
| | | (Cost $2,382,048,770) | | | 2,469,166,985 | |
| | | | | | | |
CLOSED-END FUNDS — 1.07% | |
| 2,565,402 | | American Capital Ltd.(a) | | | 40,610,314 | |
| | | TOTAL CLOSED-END FUNDS (Cost $40,925,920) | | | 40,610,314 | |
| | | | | | | |
CONTINGENT VALUE RIGHTS — 0.01% | |
| 1,713,496 | | Casa Ley, S.A. de C.V. (a)(g) | | | 599,723 | |
| 77,699 | | Leap Wireless International, Inc. (a)(g) | | | 248,637 | |
| 1,713,496 | | Property Development Centers LLC (a)(g) | | | 85,675 | |
| | | TOTAL CONTINGENT VALUE RIGHTS (Cost $0) | | | 934,035 | |
The accompanying notes are an integral part of these financial statements.
The Merger Fund
SCHEDULE OF INVESTMENTS (continued)
June 30, 2016 (Unaudited)
Principal Amount | | | | Value | |
| |
CORPORATE BONDS — 3.23% (f) | |
| | Aeropuertos Dominicanos Siglo XXI, S.A. | | | |
$ | 3,385,000 | | 9.250%, 11/13/2019 (b)(i) | | $ | 3,620,257 | |
| | | Alere, Inc. | | | | |
| 4,496,000 | | 6.500%, 6/15/2020 | | | 4,496,000 | |
| | | Elizabeth Arden, Inc. | | | | |
| 24,546,000 | | 7.375%, 3/15/2021 | | | 25,098,285 | |
| | | Energy Future Intermediate Holding Company LLC | | | | |
| 10,065,404 | | 11.000%, 10/1/2021 (h) | | | 11,625,542 | |
| 49,520,901 | | 11.750%, 3/1/2022 (h)(i) | | | 58,187,059 | |
| | | LIN Television Corporation | | | | |
| 19,729,000 | | 5.875%, 11/15/2022 | | | 19,926,290 | |
| | | TOTAL CORPORATE BONDS (Cost $116,865,389) | | | 122,953,433 | |
| | | | | | | |
Contracts (100 shares per contract) | |
| |
PURCHASED CALL OPTIONS — 0.02% | |
| | | SPDR S&P 500 ETF Trust | | | | |
| 2,073 | | Expiration: August 2016, Exercise Price: $213.00 | | | 443,622 | |
| | | | | | 443,622 | |
| |
PURCHASED PUT OPTIONS — 0.74% | |
| | | Alcoa, Inc. | | | | |
| 9,812 | | Expiration: July 2016, Exercise Price: $6.00 | | | 14,718 | |
| 27,585 | | Expiration: August 2016, Exercise Price: $7.00 | | | 193,095 | |
| 9,812 | | Expiration: October 2016, Exercise Price: $6.00 | | | 88,308 | |
| | | Allergan plc | | | | |
| 845 | | Expiration: August 2016, Exercise Price: $205.00 | | | 291,525 | |
| 349 | | Expiration: August 2016, Exercise Price: $210.00 | | | 153,560 | |
| 490 | | Expiration: August 2016, Exercise Price: $215.00 | | | 271,950 | |
| | | American International Group, Inc. | | | | |
| 703 | | Expiration: July 2016, Exercise Price: $45.00 | | | 2,109 | |
| 6,466 | | Expiration: July 2016, Exercise Price: $50.00 | | | 168,116 | |
| 469 | | Expiration: July 2016, Exercise Price: $52.50 | | | 36,816 | |
| 6,907 | | Expiration: August 2016, Exercise Price: $50.00 | | | 656,165 | |
| 828 | | Expiration: September 2016, Exercise Price: $50.00 | | | 110,952 | |
| | | CBS Corporation Class B | | | | |
| 12,211 | | Expiration: September 2016, Exercise Price: $40.00 | | | 311,381 | |
| | | The Dow Chemical Company | | | | |
| 9,820 | | Expiration: September 2016, Exercise Price: $45.00 | | | 736,500 | |
| | | General Electric Company | | | | |
| 16,435 | | Expiration: July 2016, Exercise Price: $27.00 | | | 16,435 | |
The accompanying notes are an integral part of these financial statements.
The Merger Fund
SCHEDULE OF INVESTMENTS (continued)
June 30, 2016 (Unaudited)
Contracts (100 shares per contract) | | Value | |
| | | | | |
| | General Motors Company | | | |
| 26,770 | | Expiration: September 2016, Exercise Price: $26.00 | | $ | 1,806,975 | |
| 653 | | Expiration: September 2016, Exercise Price: $27.00 | | | 63,341 | |
| | | Humana, Inc. | | | | |
| 1,202 | | Expiration: November 2016, Exercise Price: $160.00 | | | 1,616,690 | |
| | | MGM Resorts International | | | | |
| 1,685 | | Expiration: September 2016, Exercise Price: $19.00 | | | 65,715 | |
| 30,703 | | Expiration: September 2016, Exercise Price: $20.00 | | | 1,780,774 | |
| | | SPDR S&P 500 ETF Trust | | | | |
| 2,652 | | Expiration: July 2016, Exercise Price: $212.00 | | | 928,200 | |
| 1,327 | | Expiration: August 2016, Exercise Price: $209.00 | | | 540,089 | |
| 3,316 | | Expiration: September 2016, Exercise Price: $180.00 | | | 397,920 | |
| 3,316 | | Expiration: September 2016, Exercise Price: $200.00 | | | 1,240,184 | |
| | | VMware, Inc. Class A | | | | |
| 4,319 | | Expiration: September 2016, Exercise Price: $95.00 | | | 16,671,340 | |
| | | | | | 28,162,858 | |
| | | TOTAL PURCHASED OPTIONS (Cost $31,040,781) | | | 28,606,480 | |
| | | | | | | |
Principal Amount | | | | | | |
| |
ESCROW NOTES — 0.02% | |
$ | 1,243,406 | | AMR Corporation (a)(d)(g) | | | 621,703 | |
| | | TOTAL ESCROW NOTES (Cost $679,555) | | | 621,703 | |
| | | | | | | |
Shares | | | | | | |
| |
SHORT-TERM INVESTMENTS — 29.00% | |
| 189,000,000 | | BlackRock Liquidity Funds TempFund Portfolio, | | | | |
| | | Institutional Share Class, 0.43% (c)(e) | | | 189,000,000 | |
| 189,000,000 | | Fidelity Institutional Government Portfolio, | | | | |
| | | Institutional Share Class, 0.26% (c)(e) | | | 189,000,000 | |
| 189,000,000 | | First American Government Obligations Fund, | | | | |
| | | Institutional Share Class, 0.26% (c)(e) | | | 189,000,000 | |
| 189,000,000 | | Goldman Sachs Financial Square-Money Market Fund, | | | | |
| | | Institutional Share Class, 0.43% (c) | | | 189,000,000 | |
| 189,000,000 | | The Liquid Asset Portfolio, | | | | |
| | | Institutional Share Class, 0.43% (c) | | | 189,000,000 | |
| 158,919,972 | | The Treasury Portfolio, | | | | |
| | | Institutional Share Class, 0.27% (c)(e) | | | 158,919,972 | |
| | | TOTAL SHORT-TERM INVESTMENTS | | | | |
| | | (Cost $1,103,919,972) | | | 1,103,919,972 | |
| | | TOTAL LONG INVESTMENTS | | | | |
| | | (Cost $3,675,480,387) — 98.95% | | | 3,766,812,922 | |
The accompanying notes are an integral part of these financial statements.
The Merger Fund
SCHEDULE OF INVESTMENTS (continued)
June 30, 2016 (Unaudited)
Shares | | | | Value | |
| |
SHORT INVESTMENTS — (20.00)% (a) | |
| |
SHORT COMMON STOCKS — (19.54)% | |
| | | | | |
| | AIRLINES — (0.05)% | | | |
| (65,211 | ) | American Airlines Group, Inc. | | $ | (1,846,123 | ) |
| | | | | | | |
| | | AUTO PARTS & EQUIPMENT — (5.05)% | | | | |
| (4,345,774 | ) | Johnson Controls, Inc. | | | (192,343,957 | ) |
| | | | | | | |
| | | BANKS — (1.17)% | | | | |
| (4,019,588 | ) | KeyCorp | | | (44,416,447 | ) |
| | | | | | | |
| | | BROADCASTING — (0.17)% | | | | |
| (137,702 | ) | Nexstar Broadcasting Group, Inc. Class A | | | (6,551,861 | ) |
| | | | | | | |
| | | CABLE & SATELLITE — (1.09)% | | | | |
| (10,528,506 | ) | Sirius XM Holdings, Inc. | | | (41,587,599 | ) |
| | | | | | | |
| | | COMMERCIAL SERVICES — (0.00)% | | | | |
| (83 | ) | Global Payments, Inc. | | | (5,925 | ) |
| | | | | | | |
| | | CONSUMER FINANCE — (0.04)% | | | | |
| (29,044 | ) | First Cash Financial Services, Inc. | | | (1,490,829 | ) |
| | | | | | | |
| | | DIVERSIFIED CHEMICALS — (0.20)% | | | | |
| (139,020 | ) | The Dow Chemical Company | | | (6,910,684 | ) |
| (12,736 | ) | E. I. Du Pont de Nemours and Company | | | (825,293 | ) |
| | | | | | (7,735,977 | ) |
| | | | | | | |
| | | FOOD RETAIL — (0.00)% | | | | |
| (958 | ) | FamilyMart Company, Ltd. (b) | | | (57,982 | ) |
| | | | | | | |
| | | HEALTH CARE EQUIPMENT — (1.07)% | | | | |
| (1,035,328 | ) | Abbott Laboratories | | | (40,698,744 | ) |
| | | | | | | |
| | | HEALTH CARE TECHNOLOGY — (0.15)% | | | | |
| (224,867 | ) | IMS Health Holdings, Inc. | | | (5,702,627 | ) |
| | | | | | | |
| | | HOTELS, RESORTS & CRUISE LINES — (2.11)% | | | | |
| (1,206,535 | ) | Marriott International, Inc. Class A | | | (80,186,316 | ) |
| | | | | | | |
| | | INTERNET SOFTWARE & SERVICES — (3.41)% | | | | |
| (1,630,279 | ) | Alibaba Group Holding Ltd. – ADR | | | (129,656,089 | ) |
| | | MEDIA — (0.01)% | | | | |
| (2,319 | ) | Charter Communications, Inc. Class A | | | (530,216 | ) |
| | | | | | | |
| | | MOVIES & ENTERTAINMENT — (0.08)% | | | | |
| (136,030 | ) | Live Nation Entertainment, Inc. | | | (3,196,705 | ) |
The accompanying notes are an integral part of these financial statements.
The Merger Fund
SCHEDULE OF INVESTMENTS (continued)
June 30, 2016 (Unaudited)
Shares | | | | Value | |
| | | | | |
| | OIL & GAS & CONSUMABLE FUELS — (0.26)% | | | |
| (95,843 | ) | Energy Transfer Equity LP | | $ | (1,377,264 | ) |
| (407,082 | ) | Western Refining, Inc. | | | (8,398,102 | ) |
| | | | | | (9,775,366 | ) |
| | | | | | | |
| | | OIL & GAS REFINING & MARKETING — (0.26)% | | | | |
| (459,134 | ) | Idemitsu Kosan Company, Ltd. (b) | | | (9,834,934 | ) |
| | | | | | | |
| | | PHARMACEUTICALS — (0.20)% | | | | |
| (210,146 | ) | Pfizer, Inc. | | | (7,399,241 | ) |
| | | | | | | |
| | | REGIONAL BANKS — (0.43)% | | | | |
| (1,837,742 | ) | Huntington Bancshares, Inc. | | | (16,429,413 | ) |
| | | | | | | |
| | | REITs — (0.53)% | | | | |
| (1,213,870 | ) | Annaly Capital Management, Inc. | | | (13,437,541 | ) |
| (17,005 | ) | Apollo Commercial Real Estate Finance, Inc. | | | (273,270 | ) |
| (280,344 | ) | Colony Capital, Inc. Class A | | | (4,303,280 | ) |
| (222,787 | ) | Cousins Properties, Inc. | | | (2,316,985 | ) |
| | | | | | (20,331,076 | ) |
| | | | | | | |
| | | RESEARCH & CONSULTING SERVICES — (0.15)% | | | | |
| (48,845 | ) | IHS, Inc. Class A | | | (5,646,970 | ) |
| | | | | | | |
| | | SEMICONDUCTORS — (2.56)% | | | | |
| (1,158,076 | ) | Lam Research Corporation | | | (97,347,869 | ) |
| | | | | | | |
| | | SOFTWARE — (0.48)% | | | | |
| (320,936 | ) | VMware, Inc. Class A | | | (18,363,958 | ) |
| | | | | | | |
| | | TECHNOLOGY HARDWARE, | | | | |
| | | STORAGE & PERIPHERALS — (0.07)% | | | | |
| (72,619 | ) | Lexmark International, Inc. Class A | | | (2,741,367 | ) |
| | | TOTAL SHORT COMMON STOCKS | | | | |
| | | (Proceeds $712,179,440) | | | (743,877,591 | ) |
The accompanying notes are an integral part of these financial statements.
The Merger Fund
SCHEDULE OF INVESTMENTS (continued)
June 30, 2016 (Unaudited)
Shares | | | | Value | |
| |
SHORT CLOSED-END FUNDS — (0.46)% | |
| (1,229,354 | ) | Ares Capital Corporation | | $ | (17,456,827 | ) |
| | | TOTAL SHORT CLOSED-END FUNDS | | | | |
| | | (Proceeds $17,703,666) | | | (17,456,827 | ) |
| | | TOTAL SHORT INVESTMENTS | | | | |
| | | (Proceeds $729,883,106) — (20.00)% | | | (761,334,418 | ) |
| | | TOTAL NET INVESTMENTS | | | | |
| | | (Cost $2,945,597,281) — 78.95% | | | 3,005,478,504 | |
| | | OTHER ASSETS IN EXCESS OF LIABILITIES — 21.05% | | | 801,414,024 | |
| | | TOTAL NET ASSETS — 100.00% | | $ | 3,806,892,528 | |
ADR – American Depository Receipt
ETF – Exchange-Traded Fund
plc – Public Limited Company
REITs – Real Estate Investment Trusts
(a) | Non-income producing security. |
(b) | Foreign security. |
(c) | The rate quoted is the annualized seven-day yield as of June 30, 2016. |
(d) | Security fair valued by the Valuation Group 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, written option contracts, swap contacts, and forward currency exchange contracts. |
(f) | Level 2 Security. Please see Note 2 in the Notes to the Financial Statements for more information. |
(g) | Level 3 Security. Please see Note 2 in the Notes to the Financial Statements for more information. |
(h) | Default or other conditions exist and the security is not presently accruing income. |
(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, 2016, these securities represent 1.62% of total net assets. |
The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poor’s 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, 2016 (Unaudited)
Shares | | | | Value | |
| |
LONG INVESTMENTS — 94.88% | |
| |
COMMON STOCKS — 78.94% | |
| | | | | |
| | ALUMINUM — 2.59% | | | |
| 324,900 | | Alcoa, Inc. (e) | | $ | 3,011,823 | |
| | | | | | | |
| | | ASSET MANAGEMENT & CUSTODY BANKS — 1.35% | | | | |
| 52,100 | | The Blackstone Group LP (e) | | | 1,278,534 | |
| 29,242 | | NorthStar Asset Management Group, Inc. | | | 298,561 | |
| | | | | | 1,577,095 | |
| | | | | | | |
| | | AUTOMOBILE MANUFACTURERS — 1.83% | | | | |
| 75,100 | | General Motors Company (e) | | | 2,125,330 | |
| | | | | | | |
| | | BIOTECHNOLOGY — 2.75% | | | | |
| 33,704 | | Grifols S.A. – ADR (d)(f) | | | 556,116 | |
| 43,900 | | Medivation, Inc. (a)(e) | | | 2,647,170 | |
| | | | | | 3,203,286 | |
| | | | | | | |
| | | BROADCASTING — 5.54% | | | | |
| 47,600 | | CBS Corporation Class B (e) | | | 2,591,344 | |
| 21,235 | | Liberty Media Group Class A (a) | | | 406,438 | |
| 84,942 | | Liberty SiriusXM Group Class A (a) | | | 2,663,781 | |
| 46,048 | | Media General, Inc. (a) | | | 791,565 | |
| | | | | | 6,453,128 | |
| | | | | | | |
| | | CASINOS & GAMING — 2.01% | | | | |
| 103,200 | | MGM Resorts International (a)(e) | | | 2,335,416 | |
| | | | | | | |
| | | CONSTRUCTION MATERIALS — 1.41% | | | | |
| 11,869,551 | | West China Cement Ltd. (a)(b)(f) | | | 1,637,053 | |
| | | | | | | |
| | | CONSUMER FINANCE — 0.02% | | | | |
| 496 | | Cash America International, Inc. | | | 21,140 | |
| | | | | | | |
| | | DIVERSIFIED CHEMICALS — 2.56% | | | | |
| 50,491 | | The Dow Chemical Company (e) | | | 2,509,908 | |
| 35,300 | | Huntsman Corporation (e) | | | 474,785 | |
| | | | | | 2,984,693 | |
| | | | | | | |
| | | DRUG RETAIL — 0.54% | | | | |
| 84,579 | | Rite Aid Corporation (a) | | | 633,497 | |
| | | | | | | |
| | | ENVIRONMENTAL & FACILITIES SERVICES — 0.00% | | | | |
| 15 | | Waste Connections, Inc. (b) | | | 1,081 | |
| | | | | | | |
| | | FERTILIZERS & AGRICULTURAL CHEMICALS — 1.11% | | | | |
| 16,870 | | Syngenta AG – ADR | | | 1,295,447 | |
The accompanying notes are an integral part of these financial statements.
WCM Alternatives: Event-Driven Fund
SCHEDULE OF INVESTMENTS (continued)
June 30, 2016 (Unaudited)
Shares | | | | Value | |
| | | | | |
| | HEALTH CARE EQUIPMENT — 2.37% | | | |
| 35,356 | | St. Jude Medical, Inc. | | $ | 2,757,768 | |
| | | | | | | |
| | | HEALTH CARE SUPPLIES — 0.55% | | | | |
| 15,293 | | Alere, Inc. (a) | | | 637,412 | |
| | | | | | | |
| | | HOTELS, RESORTS & CRUISE LINES — 7.21% | | | | |
| 149,700 | | Hilton Worldwide Holdings, Inc. (e) | | | 3,372,741 | |
| 67,888 | | Starwood Hotels & Resorts Worldwide, Inc. (e) | | | 5,020,318 | |
| | | | | | 8,393,059 | |
| | | | | | | |
| | | HOUSEWARES & SPECIALTIES — 3.32% | | | | |
| 61,683 | | Jarden Corporation (a)(d)(g) | | | 3,867,376 | |
| | | | | | | |
| | | INDUSTRIAL CONGLOMERATES — 2.96% | | | | |
| 109,600 | | General Electric Company (e) | | | 3,450,208 | |
| | | | | | | |
| | | INTERNET SOFTWARE & SERVICES — 5.38% | | | | |
| 9,438 | | LinkedIn Corporation Class A (a)(e) | | | 1,786,141 | |
| 119,303 | | Yahoo!, Inc. (a) | | | 4,481,021 | |
| | | | | | 6,267,162 | |
| | | | | | | |
| | | LIFE & HEALTH INSURANCE — 2.11% | | | | |
| 61,700 | | MetLife, Inc. (e) | | | 2,457,511 | |
| | | | | | | |
| | | LIFE SCIENCES TOOLS & SERVICES — 0.14% | | | | |
| 2,482 | | Quintiles Transnational Holdings, Inc. (a) | | | 162,124 | |
| | | | | | | |
| | | MANAGED HEALTH CARE — 1.01% | | | | |
| 6,541 | | Humana, Inc. (e) | | | 1,176,595 | |
| | | | | | | |
| | | MOVIES & ENTERTAINMENT — 0.47% | | | | |
| 47,456 | | News Corporation Class A | | | 538,625 | |
| 127,639 | | SFX Entertainment, Inc. (a) | | | 2,636 | |
| | | | | | 541,261 | |
| | | | | | | |
| | | MULTI-LINE INSURANCE — 1.04% | | | | |
| 22,900 | | American International Group, Inc. (e) | | | 1,211,181 | |
| | | | | | | |
| | | OIL & GAS & CONSUMABLE FUELS — 0.40% | | | | |
| 22,690 | | Western Refining, Inc. (e) | | | 468,088 | |
| | | | | | | |
| | | OIL & GAS REFINING & MARKETING — 0.82% | | | | |
| 103,108 | | Showa Shell Sekiyu K.K. (b) | | | 950,553 | |
| | | | | | | |
| | | OIL & GAS STORAGE & TRANSPORTATION — 0.97% | | | | |
| 38,718 | | Columbia Pipeline Group, Inc. | | | 986,922 | |
| 6,442 | | The Williams Companies, Inc. | | | 139,340 | |
| | | | | | 1,126,262 | |
The accompanying notes are an integral part of these financial statements.
WCM Alternatives: Event-Driven Fund
SCHEDULE OF INVESTMENTS (continued)
June 30, 2016 (Unaudited)
Shares | | | | Value | |
| | | | | |
| | PACKAGED FOODS & MEATS — 2.44% | | | |
| 59,500 | | ConAgra Foods, Inc. (e) | | $ | 2,844,695 | |
| | | | | | | |
| | | PHARMACEUTICALS — 1.50% | | | | |
| 7,508 | | Allergan plc (a)(b)(e) | | | 1,735,024 | |
| 180 | | Mylan NV (a)(b)(d)(f) | | | 7,779 | |
| | | | | | 1,742,803 | |
| | | | | | | |
| | | REGIONAL BANKS — 1.47% | | | | |
| 175,654 | | First Niagara Financial Group | | | 1,710,870 | |
| | | | | | | |
| | | REITs — 1.83% | | | | |
| 1,331 | | Apollo Residential Mortgage, Inc. | | | 17,836 | |
| 123 | | Blackstone Mortgage Trust, Inc. Class A | | | 3,404 | |
| 19,420 | | CYS Investments, Inc. | | | 162,545 | |
| 30,472 | | NorthStar Realty Finance Corporation | | | 348,295 | |
| 63,081 | | Starwood Property Trust, Inc. | | | 1,307,038 | |
| 37,504 | | Wheeler Real Estate Investment Trust, Inc. | | | 57,756 | |
| 26,484 | | Winthrop Realty Trust | | | 232,794 | |
| | | | | | 2,129,668 | |
| | | | | | | |
| | | SECURITY & ALARM SERVICES — 4.79% | | | | |
| 130,791 | | Tyco International plc (b)(e) | | | 5,571,697 | |
| | | | | | | |
| | | SEMICONDUCTORS — 4.54% | | | | |
| 72,178 | | KLA-Tenor Corporation (e) | | | 5,287,038 | |
| | | | | | | |
| | | SOFTWARE — 1.01% | | | | |
| 39,748 | | Qlik Technologies, Inc. (a) | | | 1,175,746 | |
| | | | | | | |
| | | SPECIALIZED FINANCE — 0.64% | | | | |
| 25,870 | | Hennessy Capital Acquisition Corporation II (a)(f) | | | 253,009 | |
| 4,320 | | Markit Ltd. (a)(b) | | | 140,832 | |
| 35,377 | | Pacific Special Acquisition Corporation (a)(b) | | | 356,954 | |
| | | | | | 750,795 | |
| | | | | | | |
| | | TECHNOLOGY HARDWARE, | | | | |
| | | STORAGE & PERIPHERALS — 7.55% | | | | |
| 222,620 | | EMC Corporation (e) | | | 6,048,585 | |
| 150,000 | | Hewlett Packard Enterprise Company (e) | | | 2,740,500 | |
| | | | | | 8,789,085 | |
| | | | | | | |
| | | TRUCKING — 2.71% | | | | |
| 284,600 | | Hertz Global Holdings, Inc. (a)(e) | | | 3,150,522 | |
| | | TOTAL COMMON STOCKS | | | | |
| | | (Cost $90,536,955) | | | 91,898,468 | |
The accompanying notes are an integral part of these financial statements.
WCM Alternatives: Event-Driven Fund
SCHEDULE OF INVESTMENTS (continued)
June 30, 2016 (Unaudited)
Shares | | | | Value | |
| |
CLOSED-END FUNDS — 5.30% | |
| 84,827 | | American Capital Ltd. (a) | | $ | 1,342,811 | |
| 38,183 | | BlackRock Floating Rate Income Strategies Fund, Inc. | | | 502,107 | |
| 18,964 | | DoubleLine Income Solutions Fund | | | 347,989 | |
| 126,262 | | Eaton Vance Floating-Rate Income Trust | | | 1,695,699 | |
| 19,786 | | First Trust Senior Floating Rate Income Fund II | | | 254,250 | |
| 259,806 | | Invesco Senior Income Trust | | | 1,085,989 | |
| 183,011 | | Voya Prime Rate Trust | | | 937,016 | |
| | | TOTAL CLOSED-END FUNDS (Cost $6,040,136) | | | 6,165,861 | |
| | | | | | | |
| |
CONTINGENT VALUE RIGHTS — 0.00% | |
| 5,338 | | Casa Ley, S.A. de C.V. (a)(g) | | | 1,868 | |
| 5,338 | | Property Development Centers LLC (a)(g) | | | 267 | |
| | | TOTAL CONTINGENT VALUE RIGHTS (Cost $0) | | | 2,135 | |
| | | | | | | |
| |
RIGHTS — 0.01% | |
| 35,377 | | Pacific Special Acquisition Corporation (a)(b) | | | 7,429 | |
| | | TOTAL RIGHTS (Cost $8,171) | | | 7,429 | |
| | | | | | | |
| |
WARRANTS — 0.00% | |
| 35,377 | | Pacific Special Acquisition Corporation (a)(b) | | | 3,538 | |
| | | TOTAL WARRANTS (Cost $3,112) | | | 3,538 | |
| | | | | | | |
Principal Amount | | | | | | |
| |
CORPORATE BONDS — 3.55% (f) | |
| | | Elizabeth Arden, Inc. | | | | |
$ | 709,000 | | 7.375%, 3/15/2021 | | | 724,953 | |
| | | Energy Future Intermediate Holding Company LLC | | | | |
| 430,830 | | 11.000%, 10/1/2021 (h) | | | 497,608 | |
| 1,809,806 | | 11.750%, 3/1/2022 (h)(i) | | | 2,126,522 | |
| | | Rite Aid Corporation | | | | |
| 747,000 | | 6.750%, 6/15/2021 | | | 786,349 | |
| | | TOTAL CORPORATE BONDS (Cost $3,943,978) | | | 4,135,432 | |
| | | | | | | |
Contracts (100 shares per contract) | |
| |
PURCHASED CALL OPTIONS — 0.01% | |
| | | SPDR S&P 500 ETF Trust | | | | |
| 60 | | Expiration: August 2016, Exercise Price: $213.00 | | | 12,840 | |
| | | | | | 12,840 | |
The accompanying notes are an integral part of these financial statements.
WCM Alternatives: Event-Driven Fund
SCHEDULE OF INVESTMENTS (continued)
June 30, 2016 (Unaudited)
Contracts (100 shares per contract) | | Value | |
| |
PURCHASED PUT OPTIONS — 0.85% | |
| | Alcoa, Inc. | | | |
| 896 | | Expiration: July 2016, Exercise Price: $6.00 | | $ | 1,344 | |
| 857 | | Expiration: August 2016, Exercise Price: $7.00 | | | 5,999 | |
| 600 | | Expiration: August 2016, Exercise Price: $8.00 | | | 10,800 | |
| 896 | | Expiration: October 2016, Exercise Price: $6.00 | | | 8,064 | |
| | | Allergan plc | | | | |
| 26 | | Expiration: August 2016, Exercise Price: $200.00 | | | 7,150 | |
| 25 | | Expiration: August 2016, Exercise Price: $210.00 | | | 11,000 | |
| 32 | | Expiration: August 2016, Exercise Price: $215.00 | | | 17,760 | |
| | | American International Group, Inc. | | | | |
| 16 | | Expiration: July 2016, Exercise Price: $45.00 | | | 48 | |
| 206 | | Expiration: July 2016, Exercise Price: $50.00 | | | 5,356 | |
| 2 | | Expiration: July 2016, Exercise Price: $52.50 | | | 157 | |
| 276 | | Expiration: August 2016, Exercise Price: $50.00 | | | 26,220 | |
| 18 | | Expiration: September 2016, Exercise Price: $50.00 | | | 2,412 | |
| | | Bayer AG | | | | |
| 54 | | Expiration: July 2016, Exercise Price: EUR 78.00 (f) | | | 480 | |
| 51 | | Expiration: July 2016, Exercise Price: EUR 80.00 (f) | | | 962 | |
| | | The Blackstone Group LP | | | | |
| 286 | | Expiration: September 2016, Exercise Price: $20.00 | | | 7,436 | |
| 345 | | Expiration: September 2016, Exercise Price: $21.00 | | | 16,215 | |
| | | CBS Corporation Class B | | | | |
| 314 | | Expiration: September 2016, Exercise Price: $40.00 | | | 8,007 | |
| 195 | | Expiration: September 2016, Exercise Price: $45.00 | | | 8,287 | |
| | | ConAgra Foods, Inc. | | | | |
| 595 | | Expiration: July 2016, Exercise Price: $42.00 | | | 4,165 | |
| | | The Dow Chemical Company | | | | |
| 399 | | Expiration: September 2016, Exercise Price: $45.00 | | | 29,925 | |
| | | General Electric Company | | | | |
| 523 | | Expiration: July 2016, Exercise Price: $27.00 | | | 523 | |
| 482 | | Expiration: July 2016, Exercise Price: $28.00 | | | 482 | |
| | | General Motors Company | | | | |
| 13 | | Expiration: September 2016, Exercise Price: $26.00 | | | 877 | |
| 612 | | Expiration: September 2016, Exercise Price: $27.00 | | | 59,364 | |
| | | Hertz Global Holdings, Inc. | | | | |
| 2,846 | | Expiration: September 2016, Exercise Price: $7.00 | | | 21,345 | |
| | | Hewlett Packard Enterprise Company | | | | |
| 1,500 | | Expiration: August 2016, Exercise Price: $16.00 | | | 33,750 | |
| | | Hilton Worldwide Holdings, Inc. | | | | |
| 104 | | Expiration: July 2016, Exercise Price: $18.00 | | | 260 | |
| 1,393 | | Expiration: July 2016, Exercise Price: $19.00 | | | 3,483 | |
The accompanying notes are an integral part of these financial statements.
WCM Alternatives: Event-Driven Fund
SCHEDULE OF INVESTMENTS (continued)
June 30, 2016 (Unaudited)
Contracts (100 shares per contract) | | Value | |
| | | | | |
| | Humana, Inc. | | | |
| 33 | | Expiration: November 2016, Exercise Price: $160.00 | | $ | 44,385 | |
| | | Huntsman Corporation | | | | |
| 394 | | Expiration: August 2016, Exercise Price: $11.00 | | | 9,850 | |
| | | Medivation, Inc. | | | | |
| 136 | | Expiration: July 2016, Exercise Price: $45.00 | | | 1,904 | |
| 262 | | Expiration: July 2016, Exercise Price: $50.00 | | | 7,074 | |
| 41 | | Expiration: July 2016, Exercise Price: $51.00 | | | 1,374 | |
| | | MetLife, Inc. | | | | |
| 256 | | Expiration: July 2016, Exercise Price: $37.50 | | | 7,680 | |
| 52 | | Expiration: September 2016, Exercise Price: $35.00 | | | 4,004 | |
| 309 | | Expiration: September 2016, Exercise Price: $37.50 | | | 41,715 | |
| | | MGM Resorts International | | | | |
| 198 | | Expiration: September 2016, Exercise Price: $19.00 | | | 7,722 | |
| 834 | | Expiration: September 2016, Exercise Price: $20.00 | | | 48,372 | |
| | | SPDR S&P 500 ETF Trust | | | | |
| 77 | | Expiration: July 2016, Exercise Price: $212.00 | | | 26,950 | |
| 38 | | Expiration: August 2016, Exercise Price: $209.00 | | | 15,466 | |
| 101 | | Expiration: September 2016, Exercise Price: $180.00 | | | 12,120 | |
| 101 | | Expiration: September 2016, Exercise Price: $200.00 | | | 37,774 | |
| | | Vivendi SA | | | | |
| 1,235 | | Expiration: August 2016, Exercise Price: EUR 14.00 (f) | | | 16,450 | |
| 431 | | Expiration: August 2016, Exercise Price: EUR 15.00 (f) | | | 10,999 | |
| | | VMware, Inc. Class A | | | | |
| 107 | | Expiration: September 2016, Exercise Price: $95.00 | | | 413,020 | |
| | | | | | 998,730 | |
| | | TOTAL PURCHASED OPTIONS (Cost $1,296,139) | | | 1,011,570 | |
| | | | | | | |
Principal Amount | | | | | | |
| |
ESCROW NOTES — 0.01% | |
$ | 28,850 | | AMR Corporation (a)(d)(g) | | | 14,425 | |
| | | TOTAL ESCROW NOTES (Cost $21,637) | | | 14,425 | |
Shares | | | | | | |
| |
SHORT-TERM INVESTMENTS — 6.21% | |
| 5,773,000 | | Fidelity Institutional Government Portfolio, | | | | |
| | | Institutional Share Class, 0.26% (c)(e) | | | 5,773,000 | |
| 1,456,316 | | The Liquid Asset Portfolio, | | | | |
| | | Institutional Share Class, 0.43% (c)(e) | | | 1,456,316 | |
| | | TOTAL SHORT-TERM INVESTMENTS | | | | |
| | | (Cost $7,229,316) | | | 7,229,316 | |
| | | TOTAL LONG INVESTMENTS | | | | |
| | | (Cost $109,079,444) — 94.88% | | | 110,468,174 | |
The accompanying notes are an integral part of these financial statements.
WCM Alternatives: Event-Driven Fund
SCHEDULE OF INVESTMENTS (continued)
June 30, 2016 (Unaudited)
Shares | | | | Value | |
| |
SHORT INVESTMENTS — (23.40)% (a) | |
| |
SHORT COMMON STOCKS — (22.88)% | |
| | | | | |
| | AIRLINES — (0.03)% | | | |
| (1,443 | ) | American Airlines Group, Inc. | | $ | (40,851 | ) |
| | | | | | | |
| | | AUTO PARTS & EQUIPMENT — (4.61)% | | | | |
| (121,212 | ) | Johnson Controls, Inc. | | | (5,364,843 | ) |
| | | | | | | |
| | | BANKS — (1.13)% | | | | |
| (119,443 | ) | KeyCorp | | | (1,319,845 | ) |
| | | | | | | |
| | | BROADCASTING — (0.23)% | | | | |
| (5,751 | ) | Nexstar Broadcasting Group, Inc. Class A | | | (273,633 | ) |
| | | | | | | |
| | | CABLE & SATELLITE — (2.67)% | | | | |
| (785,876 | ) | Sirius XM Holdings, Inc. | | | (3,104,210 | ) |
| | | | | | | |
| | | COMMERCIAL SERVICES — (0.00)% | | | | |
| (3 | ) | Global Payments, Inc. | | | (214 | ) |
| | | | | | | |
| | | CONSUMER FINANCE — (0.02)% | | | | |
| (417 | ) | First Cash Financial Services, Inc. | | | (21,405 | ) |
| | | | | | | |
| | | DIVERSIFIED CHEMICALS — (0.03)% | | | | |
| (91 | ) | The Dow Chemical Company | | | (4,524 | ) |
| (390 | ) | E. I. Du Pont de Nemours and Company | | | (25,272 | ) |
| | | | | | (29,796 | ) |
| | | | | | | |
| | | HEALTH CARE EQUIPMENT — (1.04)% | | | | |
| (30,702 | ) | Abbott Laboratories | | | (1,206,896 | ) |
| | | | | | | |
| | | HEALTH CARE PROVIDERS & SERVICES — (0.29)% | | | | |
| (2,724 | ) | Aetna, Inc. | | | (332,682 | ) |
| | | | | | | |
| | | HEALTH CARE TECHNOLOGY — (0.14)% | | | | |
| (6,467 | ) | IMS Health Holdings, Inc. | | | (164,003 | ) |
| | | | | | | |
| | | HOTELS, RESORTS & CRUISE LINES — (2.08)% | | | | |
| (36,523 | ) | Marriott International, Inc. Class A | | | (2,427,319 | ) |
| | | | | | | |
| | | INTERNET SOFTWARE & SERVICES — (3.25)% | | | | |
| (47,644 | ) | Alibaba Group Holding Ltd. – ADR | | | (3,789,127 | ) |
| | | | | | | |
| | | MEDIA — (1.03)% | | | | |
| (5,240 | ) | Charter Communications, Inc. Class A | | | (1,198,074 | ) |
| | | | | | | |
| | | MOVIES & ENTERTAINMENT — (0.83)% | | | | |
| (17,597 | ) | Live Nation Entertainment, Inc. | | | (413,529 | ) |
| (47,456 | ) | News Corporation Class B | | | (553,812 | ) |
| | | | | | (967,341 | ) |
The accompanying notes are an integral part of these financial statements.
WCM Alternatives: Event-Driven Fund
SCHEDULE OF INVESTMENTS (continued)
June 30, 2016 (Unaudited)
Shares | | | | Value | |
| | | | | |
| | OIL & GAS & CONSUMABLE FUELS — (0.44)% | | | |
| (3,387 | ) | Energy Transfer Equity LP | | $ | (48,671 | ) |
| (22,689 | ) | Western Refining, Inc. | | | (468,074 | ) |
| | | | | | (516,745 | ) |
| | | | | | | |
| | | OIL & GAS REFINING & MARKETING — (0.95)% | | | | |
| (51,530 | ) | Idemitsu Kosan Company, Ltd. (b) | | | (1,103,804 | ) |
| | | | | | | |
| | | PHARMACEUTICALS — (0.15)% | | | | |
| (4,959 | ) | Pfizer, Inc. | | | (174,606 | ) |
| | | | | | | |
| | | REITs — (0.59)% | | | | |
| (1,804 | ) | Apollo Commercial Real Estate Finance, Inc. | | | (28,991 | ) |
| (42,795 | ) | Colony Capital, Inc. Class A | | | (656,903 | ) |
| | | | | | (685,894 | ) |
| | | | | | | |
| | | RESEARCH & CONSULTING SERVICES — (0.12)% | | | | |
| (1,213 | ) | IHS, Inc. Class A | | | (140,235 | ) |
| | | | | | | |
| | | SEMICONDUCTORS — (2.61)% | | | | |
| (36,089 | ) | Lam Research Corporation | | | (3,033,641 | ) |
| | | | | | | |
| | | SOFTWARE — (0.57)% | | | | |
| (11,562 | ) | VMware, Inc. Class A | | | (661,578 | ) |
| | | | | | | |
| | | TECHNOLOGY HARDWARE, | | | | |
| | | STORAGE & PERIPHERALS — (0.07)% | | | | |
| (2,036 | ) | Lexmark International, Inc. Class A | | | (76,859 | ) |
| | | | | | | |
| | | TOTAL SHORT COMMON STOCKS | | | | |
| | | (Proceeds $25,418,890) | | | (26,633,601 | ) |
The accompanying notes are an integral part of these financial statements.
WCM Alternatives: Event-Driven Fund
SCHEDULE OF INVESTMENTS (continued)
June 30, 2016 (Unaudited)
Shares | | | | Value | |
| |
SHORT CLOSED-END FUNDS — (0.52)% | |
| (42,497 | ) | Ares Capital Corporation | | $ | (603,457 | ) |
| | | TOTAL SHORT CLOSED-END FUNDS | | | | |
| | | (Proceeds $615,437) | | | (603,457 | ) |
| | | TOTAL SHORT INVESTMENTS | | | | |
| | | (Proceeds $26,034,327) — (23.40)% | | | (27,237,058 | ) |
| | | TOTAL NET INVESTMENTS | | | | |
| | | (Cost $83,045,117) — 71.48% | | | 83,231,116 | |
| | | OTHER ASSETS IN EXCESS OF LIABILITIES — 28.52% | | | 33,191,156 | |
| | | TOTAL NET ASSETS — 100.00% | | $ | 116,422,272 | |
ADR – American Depository Receipt
ETF – Exchange-Traded Fund
EUR – Euro
plc – Public Limited Company
REITs – Real Estate Investment Trusts
(a) | Non-income producing security. |
(b) | Foreign security. |
(c) | The rate quoted is the annualized seven-day yield as of June 30, 2016. |
(d) | Security fair valued by the Valuation Group 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, written option contracts, swap contacts, and forward currency exchange contracts. |
(f) | Level 2 Security. Please see Note 2 in the Notes to the Financial Statements for more information. |
(g) | Level 3 Security. Please see Note 2 in the Notes to the Financial Statements for more information. |
(h) | Default or other conditions exist and the security is not presently accruing income. |
(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, 2016, these securities represent 1.83% of total net assets. |
The Global Industry Classification Standard (GICS®) was developed by and/or is the exclusive property of MSCI, Inc. and Standard & Poor’s 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.
The Merger Fund
SCHEDULE OF OPTIONS WRITTEN
June 30, 2016 (Unaudited)
Contracts (100 shares per contract) | | Value | |
| |
CALL OPTIONS WRITTEN | |
| | Alcoa, Inc. | | | |
| 9,812 | | Expiration: July 2016, Exercise Price: $8.00 | | $ | 1,295,184 | |
| 27,585 | | Expiration: August 2016, Exercise Price: $8.00 | | | 3,889,485 | |
| 9,812 | | Expiration: October 2016, Exercise Price: $8.00 | | | 1,579,732 | |
| | | Allergan plc | | | | |
| 845 | | Expiration: August 2016, Exercise Price: $215.00 | | | 1,799,850 | |
| 349 | | Expiration: August 2016, Exercise Price: $230.00 | | | 401,350 | |
| 490 | | Expiration: August 2016, Exercise Price: $235.00 | | | 428,750 | |
| | | American International Group, Inc. | | | | |
| 9,624 | | Expiration: August 2016, Exercise Price: $55.00 | | | 875,784 | |
| 1,579 | | Expiration: September 2016, Exercise Price: $55.00 | | | 194,217 | |
| | | CBS Corporation Class B | | | | |
| 12,211 | | Expiration: September 2016, Exercise Price: $50.00 | | | 6,563,412 | |
| | | The Dow Chemical Company | | | | |
| 10,911 | | Expiration: September 2016, Exercise Price: $50.00 | | | 2,313,132 | |
| | | General Electric Company | | | | |
| 16,002 | | Expiration: July 2016, Exercise Price: $29.00 | | | 4,040,505 | |
| | | General Motors Company | | | | |
| 25,954 | | Expiration: September 2016, Exercise Price: $29.00 | | | 2,478,607 | |
| 1,633 | | Expiration: September 2016, Exercise Price: $30.00 | | | 94,714 | |
| 833 | | Expiration: September 2016, Exercise Price: $32.00 | | | 14,161 | |
| | | Humana, Inc. | | | | |
| 1,202 | | Expiration: November 2016, Exercise Price: $190.00 | | | 2,037,390 | |
| | | LinkedIn Corporation Class A | | | | |
| 2,734 | | Expiration: August 2016, Exercise Price: $200.00 | | | 13,670 | |
| | | Marriott International, Inc. Class A | | | | |
| 1,180 | | Expiration: July 2016, Exercise Price: $62.50 | | | 467,280 | |
| 2,958 | | Expiration: October 2016, Exercise Price: $67.50 | | | 783,870 | |
| | | MGM Resorts International | | | | |
| 1,685 | | Expiration: September 2016, Exercise Price: $21.00 | | | 420,408 | |
| 30,703 | | Expiration: September 2016, Exercise Price: $23.00 | | | 3,991,390 | |
| | | SPDR S&P 500 ETF Trust | | | | |
| 2,073 | | Expiration: August 2016, Exercise Price: $208.00 | | | 1,026,135 | |
| | | | | | 34,709,026 | |
The accompanying notes are an integral part of these financial statements.
The Merger Fund
SCHEDULE OF OPTIONS WRITTEN (continued)
June 30, 2016 (Unaudited)
Contracts (100 shares per contract) | | Value | |
| |
PUT OPTIONS WRITTEN | |
| | Humana, Inc. | | | |
| 1,202 | | Expiration: November 2016, Exercise Price: $130.00 | | $ | 655,090 | |
| | | Pfizer, Inc. | | | | |
| 2,038 | | Expiration: July 2016, Exercise Price: $33.00 | | | 10,190 | |
| | | SPDR S&P 500 ETF Trust | | | | |
| 1,326 | | Expiration: July 2016, Exercise Price: $204.00 | | | 106,080 | |
| 6,632 | | Expiration: September 2016, Exercise Price: $190.00 | | | 1,382,772 | |
| | | | | | 2,154,132 | |
| | | TOTAL OPTIONS WRITTEN | | | | |
| | | (Premiums received $47,047,931) | | $ | 36,863,158 | |
ETF – Exchange-Traded Fund
plc – Public Limited Company
The accompanying notes are an integral part of these financial statements.
WCM Alternatives: Event-Driven Fund
SCHEDULE OF OPTIONS WRITTEN
June 30, 2016 (Unaudited)
Contracts (100 shares per contract) | | Value | |
| |
CALL OPTIONS WRITTEN | |
| | Alcoa, Inc. | | | |
| 896 | | Expiration: July 2016, Exercise Price: $8.00 | | $ | 118,272 | |
| 857 | | Expiration: August 2016, Exercise Price: $8.00 | | | 120,837 | |
| 600 | | Expiration: August 2016, Exercise Price: $9.00 | | | 45,000 | |
| 896 | | Expiration: October 2016, Exercise Price: $8.00 | | | 144,256 | |
| | | Allergan plc | | | | |
| 26 | | Expiration: August 2016, Exercise Price: $215.00 | | | 55,380 | |
| 25 | | Expiration: August 2016, Exercise Price: $230.00 | | | 28,750 | |
| 32 | | Expiration: August 2016, Exercise Price: $235.00 | | | 28,000 | |
| | | American International Group, Inc. | | | | |
| 137 | | Expiration: August 2016, Exercise Price: $55.00 | | | 12,467 | |
| 56 | | Expiration: September 2016, Exercise Price: $55.00 | | | 6,888 | |
| | | Bayer AG | | | | |
| 54 | | Expiration: July 2016, Exercise Price: EUR 84.00 (a) | | | 38,952 | |
| 51 | | Expiration: July 2016, Exercise Price: EUR 90.00 (a) | | | 12,339 | |
| | | The Blackstone Group LP | | | | |
| 521 | | Expiration: September 2016, Exercise Price: $23.00 | | | 109,931 | |
| | | CBS Corporation Class B | | | | |
| 314 | | Expiration: September 2016, Exercise Price: $50.00 | | | 168,775 | |
| 195 | | Expiration: September 2016, Exercise Price: $52.50 | | | 69,225 | |
| | | ConAgra Foods, Inc. | | | | |
| 595 | | Expiration: July 2016, Exercise Price: $45.00 | | | 167,195 | |
| | | The Dow Chemical Company | | | | |
| 499 | | Expiration: September 2016, Exercise Price: $50.00 | | | 105,788 | |
| | | General Electric Company | | | | |
| 560 | | Expiration: July 2016, Exercise Price: $29.00 | | | 141,400 | |
| 536 | | Expiration: July 2016, Exercise Price: $30.00 | | | 82,544 | |
| | | General Motors Company | | | | |
| 787 | | Expiration: September 2016, Exercise Price: $30.00 | | | 45,646 | |
| 23 | | Expiration: September 2016, Exercise Price: $32.00 | | | 391 | |
| | | Hertz Global Holdings, Inc. | | | | |
| 2,846 | | Expiration: September 2016, Exercise Price: $9.00 | | | 704,385 | |
| | | Hewlett Packard Enterprise Company | | | | |
| 1,500 | | Expiration: August 2016, Exercise Price: $18.00 | | | 160,500 | |
| | | Hilton Worldwide Holdings, Inc. | | | | |
| 104 | | Expiration: July 2016, Exercise Price: $20.00 | | | 26,312 | |
| 1,393 | | Expiration: July 2016, Exercise Price: $21.00 | | | 219,397 | |
| | | Humana, Inc. | | | | |
| 33 | | Expiration: November 2016, Exercise Price: $190.00 | | | 55,935 | |
| | | Huntsman Corporation | | | | |
| 394 | | Expiration: August 2016, Exercise Price: $13.00 | | | 47,280 | |
The accompanying notes are an integral part of these financial statements.
WCM Alternatives: Event-Driven Fund
SCHEDULE OF OPTIONS WRITTEN (continued)
June 30, 2016 (Unaudited)
Contracts (100 shares per contract) | | Value | |
| | | | | |
| | Johnson Controls, Inc. | | | |
| 294 | | Expiration: September 2016, Exercise Price: $40.00 | | $ | 129,360 | |
| | | LinkedIn Corporation Class A | | | | |
| 27 | | Expiration: August 2016, Exercise Price: $200.00 | | | 135 | |
| | | Marriott International, Inc. Class A | | | | |
| 24 | | Expiration: July 2016, Exercise Price: $62.50 | | | 9,504 | |
| 87 | | Expiration: October 2016, Exercise Price: $67.50 | | | 23,055 | |
| | | Medivation, Inc. | | | | |
| 439 | | Expiration: July 2016, Exercise Price: $55.00 | | | 254,620 | |
| | | MetLife, Inc. | | | | |
| 52 | | Expiration: September 2016, Exercise Price: $40.00 | | | 9,412 | |
| 309 | | Expiration: September 2016, Exercise Price: $42.50 | | | 25,029 | |
| | | MGM Resorts International | | | | |
| 198 | | Expiration: September 2016, Exercise Price: $21.00 | | | 49,401 | |
| 834 | | Expiration: September 2016, Exercise Price: $23.00 | | | 108,420 | |
| | | SPDR S&P 500 ETF Trust | | | | |
| 60 | | Expiration: August 2016, Exercise Price: $208.00 | | | 29,700 | |
| | | Vivendi SA | | | | |
| 1,235 | | Expiration: August 2016, Exercise Price: EUR 16.00 (a) | | | 180,915 | |
| 431 | | Expiration: August 2016, Exercise Price: EUR 17.00 (a) | | | 33,002 | |
| | | | | | 3,568,398 | |
PUT OPTIONS WRITTEN | |
| | | | | | | |
| | | The Blackstone Group LP | | | | |
| 196 | | Expiration: September 2016, Exercise Price: $22.00 | | | 13,524 | |
| | | Humana, Inc. | | | | |
| 33 | | Expiration: November 2016, Exercise Price: $130.00 | | | 17,985 | |
| | | Pfizer, Inc. | | | | |
| 49 | | Expiration: July 2016, Exercise Price: $33.00 | | | 245 | |
| | | SPDR S&P 500 ETF Trust | | | | |
| 39 | | Expiration: July 2016, Exercise Price: $204.00 | | | 3,120 | |
| 202 | | Expiration: September 2016, Exercise Price: $190.00 | | | 42,117 | |
| | | | | | 76,991 | |
| | | TOTAL OPTIONS WRITTEN | | | | |
| | | (Premiums received $3,985,872) | | $ | 3,645,389 | |
ETF – Exchange-Traded Fund
EUR – Euro
plc – Public Limited Company
(a) | Level 2 Security. Please see Note 2 in the Notes to the Financial Statements for more information. |
The accompanying notes are an integral part of these financial statements.
The Merger Fund
SCHEDULE OF FORWARD CURRENCY EXCHANGE CONTRACTS*
June 30, 2016 (Unaudited)
| | | | | | USD Value at | | | | | | | USD Value at | | | Unrealized | |
Settlement | | Currency to | | June 30, | | | Currency to | | June 30, | | | Appreciation | |
Date | | be Delivered | | 2016 | | | be Received | | 2016 | | | (Depreciation)** | |
8/23/16 | | | 55,599,783 | | AUD | | $ | 41,381,479 | | | | 40,213,049 | | USD | | $ | 40,213,049 | | | $ | (1,168,430 | ) |
7/21/16 | | | 1,729,714 | | GBP | | | 2,303,090 | | | | 2,466,440 | | USD | | | 2,466,440 | | | | 163,350 | |
9/14/16 | | | 4,239,560 | | GBP | | | 5,648,128 | | | | 5,725,901 | | USD | | | 5,725,901 | | | | 77,773 | |
9/14/16 | | | 168,022 | | USD | | | 168,022 | | | | 121,994 | | GBP | | | 162,526 | | | | (5,496 | ) |
10/4/16 | | | 137,833,784 | | GBP | | | 183,674,297 | | | | 196,791,153 | | USD | | | 196,791,153 | | | | 13,116,856 | |
7/27/16 | | | 77,803,115 | | HKD | | | 10,032,478 | | | | 10,026,858 | | USD | | | 10,026,858 | | | | (5,620 | ) |
8/10/16 | | | 346,911,584 | | SEK | | | 41,077,977 | | | | 41,533,663 | | USD | | | 41,533,663 | | | | 455,686 | |
| | | | | | | $ | 284,285,471 | | | | | | | | $ | 296,919,590 | | | $ | 12,634,119 | |
AUD – Australian Dollar
GBP – British Pound
HKD – Hong Kong Dollar
SEK – Swedish Krona
USD – U.S. Dollar
* | JPMorgan Chase & Co., Inc. is the counterparty for all open forward currency exchange contracts held by the Fund as of June 30, 2016. |
** | Unrealized appreciation is a receivable and unrealized depreciation is a payable. |
The accompanying notes are an integral part of these financial statements.
WCM Alternatives: Event-Driven Fund
SCHEDULE OF FORWARD CURRENCY EXCHANGE CONTRACTS*
June 30, 2016 (Unaudited)
| | | | | | USD Value at | | | | | | | USD Value at | | | Unrealized | |
Settlement | | Currency to | | June 30, | | | Currency to | | June 30, | | | Appreciation | |
Date | | be Delivered | | 2016 | | | be Received | | 2016 | | | (Depreciation)** | |
8/23/16 | | | 2,853,034 | | AUD | | $ 2,123,439 | | | | 2,064,410 | | USD | | $ | 2,064,410 | | | $ | (59,029 | ) |
7/26/16 | | | 912,600 | | EUR | | | 1,013,747 | | | | 1,029,204 | | USD | | | 1,029,204 | | | | 15,457 | |
8/16/16 | | | 2,789,000 | | EUR | | | 3,100,490 | | | | 3,154,530 | | USD | | | 3,154,530 | | | | 54,040 | |
7/21/16 | | | 43,968 | | GBP | | | 58,543 | | | | 62,695 | | USD | | | 62,695 | | | | 4,152 | |
9/14/16 | | | 194,183 | | GBP | | | 258,699 | | | | 262,261 | | USD | | | 262,261 | | | | 3,562 | |
9/14/16 | | | 7,696 | | USD | | | 7,696 | | | | 5,588 | | GBP | | | 7,445 | | | | (251 | ) |
10/4/16 | | | 4,198,744 | | GBP | | | 5,595,155 | | | | 5,997,958 | | USD | | | 5,997,958 | | | | 402,803 | |
7/27/16 | | | 20,043,811 | | HKD | | | 2,584,589 | | | | 2,582,917 | | USD | | | 2,582,917 | | | | (1,672 | ) |
8/10/16 | | | 12,444,869 | | SEK | | | 1,473,603 | | | | 1,495,927 | | USD | | | 1,495,927 | | | | 22,324 | |
| | | | | | | $ | 16,215,961 | | | | | | | | $ | 16,657,347 | | | $ | 441,386 | |
AUD – Australian Dollar
EUR – Euro
GBP – British Pound
HKD – Hong Kong Dollar
SEK – Swedish Krona
USD – U.S. Dollar
* | JPMorgan Chase & Co., Inc. is the counterparty for all open forward currency exchange contracts held by the Fund as of June 30, 2016. |
** | Unrealized appreciation is a receivable and unrealized depreciation is a payable. |
The accompanying notes are an integral part of these financial statements.
The Merger Fund
SCHEDULE OF SWAP CONTRACTS
June 30, 2016 (Unaudited)
| | | | | | | | | Unrealized | | |
Termination | | | | | | Notional | | | Appreciation | | Counter- |
Date | Security | | Shares | | | Amount | | | (Depreciation)* | | party |
LONG TOTAL RETURN SWAP CONTRACTS |
8/26/16 | Asciano Ltd. | | | 6,076,479 | | | $ | 38,485,239 | | | $ | 1,695,585 | | JPM |
10/5/16 | CBS Corporation Class B | | | 487,662 | | | | 19,248,019 | | | | 7,260,337 | | BAML |
5/23/17 | Charter Communications, | | | | | | | | | | | | | |
Inc. Class A | | | 2,320 | | | | 502,426 | | | | 27,806 | | JPM |
6/24/17 | Home Retail Group plc | | | 4,969,793 | | | | 10,132,748 | | | | (17,297 | ) | JPM |
2/11/17 | Meda AB Class A | | | 2,358,116 | | | | 41,192,598 | | | | 1,324,855 | | BAML |
2/16/17 | Meda AB Class A | | | 267,372 | | | | 4,527,314 | | | | 302,459 | | JPM |
4/11/17 | Rexam plc (a) | | | 424,991 | | | | 3,757,059 | | | | (79,789 | ) | BAML |
12/7/16 | SABMiller plc | | | 3,132,686 | | | | 188,860,575 | | | | (6,706,656 | ) | JPM |
2/11/17 | Syngenta AG (a) | | | 53,662 | | | | 21,643,961 | | | | (590,920 | ) | BAML |
| | | | | | | | | | | | | | |
SHORT TOTAL RETURN SWAP CONTRACTS |
4/11/17 | Ball Corporation (a) | | | (19,414 | ) | | | (1,393,168 | ) | | | 11,555 | | BAML |
6/24/17 | J Sainbury plc | | | (1,595,303 | ) | | | (4,807,942 | ) | | | (125,514 | ) | JPM |
2/11/17 | Mylan NV (a) | | | (126,349 | ) | | | (5,258,112 | ) | | | (202,785 | ) | BAML |
| | | | | | | | | | | $ | 2,899,636 | | |
BAML – Bank of America Merrill Lynch & Co., Inc.
JPM – JPMorgan Chase & Co., Inc.
plc – Public Limited Company
* | Based on the net swap value held at each counterparty, unrealized appreciation is a receivable and unrealized depreciation is a payable. |
(a) | Security fair valued by the Valuation Group 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, 2016 (Unaudited)
| | | | | | | | | Unrealized | | |
Termination | | | | | | Notional | | | Appreciation | | Counter- |
Date | Security | | Shares | | | Amount | | | (Depreciation)* | | party |
LONG TOTAL RETURN SWAP CONTRACTS |
1/19/17 | Allergan plc | | | 2,442 | | | $ | 712,759 | | | $ | (150,415 | ) | BAML |
8/25/16 | American International | | | | | | | | | | | | | |
| Group, Inc. | | | 43,212 | | | | 2,498,244 | | | | (213,875 | ) | JPM |
1/12/17 | Apollo Residential | | | | | | | | | | | | | |
| Mortgage, Inc. | | | 2,996 | | | | 33,949 | | | | 6,181 | | JPM |
8/25/16 | Asciano Ltd. | | | 311,807 | | | | 1,997,770 | | | | 64,043 | | JPM |
6/20/17 | Bayer AG | | | 10,500 | | | | 1,167,318 | | | | (118,939 | ) | JPM |
10/7/16 | CBS Corporation Class B | | | 3,390 | | | | 164,403 | | | | 19,851 | | BAML |
5/25/17 | Charter Communications, | | | | | | | | | | | | | |
| Inc. Class A | | | 762 | | | | 128,309 | | | | 45,734 | | BAML |
5/23/17 | Charter Communications, | | | | | | | | | | | | | |
| Inc. Class A | | | 4,476 | | | | 867,955 | | | | 155,071 | | JPM |
4/19/17 | Equity Commonwealth | | | 15,859 | | | | 448,017 | | | | 12,716 | | BAML |
9/30/16 | General Motors Company | | | 11,500 | | | | 338,709 | | | | (13,962 | ) | BAML |
6/24/17 | Home Retail Group plc | | | 227,630 | | | | 464,107 | | | | (801 | ) | JPM |
6/13/17 | Huntsman Corporation | | | 4,193 | | | | 63,859 | | | | (7,501 | ) | BAML |
6/16/17 | Ingram Micro, Inc. Class A | | | 100,394 | | | | 3,504,714 | | | | (14,682 | ) | BAML |
6/15/17 | LinkedIn Corporation Class A | | | 13,387 | | | | 2,559,807 | | | | (27,388 | ) | BAML |
2/11/17 | Meda AB Class A | | | 88,294 | | | | 1,548,026 | | | | 44,573 | | BAML |
2/16/17 | Meda AB Class A | | | 5,927 | | | | 100,360 | | | | 6,700 | | JPM |
5/17/17 | Qihoo 360 Technology | | | | | | | | | | | | | |
| Company Ltd. – ADR | | | 7,431 | | | | 532,484 | | | | 9,631 | | BAML |
4/11/17 | Rexam plc (a) | | | 10,803 | | | | 95,502 | | | | (2,028 | ) | BAML |
12/7/16 | SABMiller plc | | | 95,426 | | | | 5,768,531 | | | | (219,324 | ) | JPM |
2/11/17 | Syngenta AG (a) | | | 1,662 | | | | 670,004 | | | | (17,956 | ) | BAML |
5/18/17 | The Valspar Corporation | | | 39,944 | | | | 4,280,459 | | | | 29,748 | | BAML |
6/6/17 | Vivendi SA | | | 166,600 | | | | 3,023,139 | | | | 100,085 | | JPM |
| | | | | | | | | | | | | | |
SHORT TOTAL RETURN SWAP CONTRACTS |
4/11/17 | Ball Corporation (a) | | | (493 | ) | | | (35,378 | ) | | | 293 | | BAML |
2/10/17 | Grifols S.A. (a) | | | (24,047 | ) | | | (492,535 | ) | | | (48,096 | ) | JPM |
6/24/17 | J Sainbury plc | | | (73,069 | ) | | | (220,216 | ) | | | (5,748 | ) | JPM |
2/11/17 | Mylan NV (a) | | | (5,115 | ) | | | (208,390 | ) | | | (12,694 | ) | BAML |
| | | | | | | | | | | $ | (358,783 | ) | |
ADR – American Depositary Receipt
BAML – Bank of America Merrill Lynch & Co., Inc.
JPM – JPMorgan Chase & Co., Inc.
plc – Public Limited Company
* | Based on the net swap value held at each counterparty, unrealized appreciation is a receivable and unrealized depreciation is a payable. |
(a) | Security fair valued by the Valuation Group 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.
(This Page Intentionally Left Blank.)
The Merger Fund and WCM Alternatives: Event-Driven Fund
STATEMENTS OF ASSETS AND LIABILITIES
June 30, 2016 (Unaudited)
| | | | | WCM Alternatives: | |
| | The Merger Fund | | | Event-Driven Fund | |
ASSETS: | | | | | | |
Investments, at value (Cost $3,675,480,387 and | | | | | | |
$109,079,444, respectively) | | $ | 3,766,812,922 | | | $ | 110,468,174 | |
Cash | | | — | | | | 21,446 | |
Cash held in foreign currency (Cost $88 and | | | | | | | | |
$2,903, respectively) | | | 89 | | | | 2,870 | |
Receivable from broker | | | 729,883,106 | | | | 26,034,327 | |
Deposits at brokers | | | 71,830,002 | | | | 10,686,668 | |
Receivable for forward | | | | | | | | |
currency exchange contracts | | | 12,634,119 | | | | 441,386 | |
Receivable for swap contracts | | | 7,723,253 | | | | — | |
Receivable for investments sold | | | 47,201,735 | | | | 2,309,503 | |
Receivable for fund shares issued | | | 31,298,690 | | | | 23,442 | |
Dividends and interest receivable | | | 8,420,333 | | | | 235,585 | |
Prepaid expenses and other receivables | | | 242,348 | | | | 29,031 | |
Total Assets | | | 4,676,046,597 | | | | 150,252,432 | |
| | | | | | | | |
LIABILITIES: | | | | | | | | |
Securities sold short, at value (proceeds of | | | | | | | | |
$729,883,106 and $26,034,327, respectively) | | | 761,334,418 | | | | 27,237,058 | |
Written option contracts, at value | | | | | | | | |
(premiums received $47,047,931 and | | | | | | | | |
$3,985,872, respectively) | | | 36,863,158 | | | | 3,645,389 | |
Payable for swap contracts | | | 4,823,617 | | | | 358,783 | |
Payable for investments purchased | | | 47,878,901 | | | | 2,280,332 | |
Payable for fund shares redeemed | | | 9,204,392 | | | | 5,016 | |
Payable to the investment adviser | | | 2,814,294 | | | | 111,397 | |
Dividends and interest payable | | | 2,840,660 | | | | 78,165 | |
Distribution fees payable | | | 1,042,659 | | | | — | |
Accrued expenses and other liabilities | | | 2,351,970 | | | | 114,020 | |
Total Liabilities | | | 869,154,069 | | | | 33,830,160 | |
NET ASSETS | | $ | 3,806,892,528 | | | $ | 116,422,272 | |
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, 2016 (Unaudited)
| | | | | WCM Alternatives: | |
| | The Merger Fund | | | Event-Driven Fund | |
NET ASSETS CONSISTS OF: | | | | | | |
Accumulated undistributed | | | | | | |
net investment loss | | $ | (9,214,427 | ) | | $ | (1,103,746 | ) |
Accumulated net realized loss on | | | | | | | | |
investments, securities sold short, written option | | | | | | | | |
contracts expired or closed, forward currency | | | | | | | | |
exchange contracts, swap contracts and | | | | | | | | |
foreign currency translation | | | (257,778,484 | ) | | | (5,315,665 | ) |
Net unrealized appreciation (depreciation) on: | | | | | | | | |
Investments | | | 91,332,535 | | | | 1,388,730 | |
Securities sold short | | | (31,451,312 | ) | | | (1,202,731 | ) |
Written option contracts | | | 10,184,773 | | | | 340,483 | |
Forward currency exchange contracts | | | 12,634,119 | | | | 441,386 | |
Swap contracts | | | 2,899,636 | | | | (358,783 | ) |
Foreign currency translation | | | 1 | | | | (33 | ) |
Net unrealized appreciation | | | 85,599,752 | | | | 609,052 | |
Paid-in capital | | | 3,988,285,687 | | | | 122,232,631 | |
Total Net Assets | | $ | 3,806,892,528 | | | $ | 116,422,272 | |
Investor Class | | | | | | | | |
Net assets | | $ | 2,518,805,555 | | | | | |
Shares outstanding | | | 163,055,008 | | | | | |
Net asset value and offering price per share* | | $ | 15.45 | | | | | |
| | | | | | | | |
Institutional Class | | | | | | | | |
Net assets | | $ | 1,288,086,973 | | | $ | 116,422,272 | |
Shares outstanding | | | 83,573,363 | | | | 12,064,737 | |
Net asset value and offering price per share* | | $ | 15.41 | | | $ | 9.65 | |
* | 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, 2016 (Unaudited)
| | | | | WCM Alternatives: | |
| | The Merger Fund | | | Event-Driven Fund | |
INVESTMENT INCOME: | | | | | | |
Interest | | $ | 5,098,128 | | | $ | 101,566 | |
Dividend income on long positions (net of | | | | | | | | |
foreign withholding taxes of $228,244 | | | | | | | | |
and $8,325, respectively) | | | 26,510,687 | | | | 808,358 | |
Total investment income | | | 31,608,815 | | | | 909,924 | |
EXPENSES: | | | | | | | | |
Investment advisory fees | | | 21,098,916 | | | | 656,095 | |
Distribution fees (Investor Class) | | | 3,697,993 | | | | — | |
Sub transfer agent fees (Investor Class) | | | 1,983,827 | | | | — | |
Sub transfer agent fees (Institutional Class) | | | 329,926 | | | | 51,204 | |
Administration fees | | | 684,319 | | | | 35,025 | |
Professional fees | | | 404,572 | | | | 71,229 | |
Reports to shareholders | | | 391,024 | | | | 19,213 | |
Transfer agent and shareholder | | | | | | | | |
servicing agent fees | | | 241,699 | | | | 12,884 | |
Fund Accounting expenses | | | 192,830 | | | | 19,708 | |
Custody fees | | | 174,726 | | | | 22,874 | |
Trustees’ fees and expenses | | | 111,965 | | | | 7,732 | |
Miscellaneous expenses | | | 97,679 | | | | 5,796 | |
Compliance fees | | | 96,461 | | | | 2,308 | |
Federal and state registration fees | | | 66,105 | | | | 19,234 | |
Dividends on securities sold short | | | 6,905,323 | | | | 185,210 | |
Borrowing expenses on securities sold short | | | 2,280,063 | | | | 65,813 | |
Total expenses before | | | | | | | | |
expense waiver by Adviser | | | 38,757,428 | | | | 1,174,325 | |
Less: Expense reimbursed by Adviser | | | (2,479,346 | ) | | | (10,017 | ) |
Net expenses | | | 36,278,082 | | | | 1,164,308 | |
NET INVESTMENT LOSS | | | (4,669,267 | ) | | | (254,384 | ) |
The accompanying notes are an integral part of these financial statements.
The Merger Fund and WCM Alternatives: Event-Driven Fund
STATEMENTS OF OPERATIONS (continued)
For the Six Months Ended June 30, 2016 (Unaudited)
| | | | | WCM Alternatives: | |
| | The Merger Fund | | | Event-Driven Fund | |
REALIZED AND UNREALIZED GAIN (LOSS) | | | | | | |
ON INVESTMENTS: | | | | | | |
Realized gain (loss) on: | | | | | | |
Investments | | $ | (184,765,611 | ) | | $ | (5,597,716 | ) |
Securities sold short | | | 10,066 | | | | (262,647 | ) |
Written option contracts expired or closed | | | 88,904,217 | | | | 2,303,164 | |
Forward currency exchange contracts | | | 5,271,417 | | | | 177,850 | |
Swap contracts | | | 10,847,635 | | | | 982,865 | |
Foreign currency translation | | | (155,306 | ) | | | (555 | ) |
Net realized loss | | | (79,887,582 | ) | | | (2,397,039 | ) |
Change in unrealized | | | | | | | | |
appreciation (depreciation) on: | | | | | | | | |
Investments | | | 150,539,141 | | | | 4,922,567 | |
Securities sold short | | | (13,790,424 | ) | | | (717,130 | ) |
Written option contracts | | | (14,717,008 | ) | | | (353,552 | ) |
Forward currency exchange contracts | | | 9,407,935 | | | | 317,091 | |
Swap contracts | | | (9,378,804 | ) | | | (1,102,808 | ) |
Foreign currency translation | | | 3 | | | | (8 | ) |
Net unrealized appreciation | | | 122,060,843 | | | | 3,066,160 | |
NET REALIZED AND UNREALIZED | | | | | | | | |
GAIN ON INVESTMENTS | | | 42,173,261 | | | | 669,121 | |
NET INCREASE IN NET ASSETS | | | | | | | | |
RESULTING FROM OPERATIONS | | $ | 37,503,994 | | | $ | 414,737 | |
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, 2016 | | | December 31, 2015 | |
| | (Unaudited) | | | | |
| | | | | | | | |
Net investment loss | | $ | (4,669,267 | ) | | $ | (23,529,062 | ) |
Net realized gain (loss) on investments, | | | | | | | | |
securities sold short, written option contracts | | | | | | | | |
expired or closed, forward currency | | | | | | | | |
exchange contracts, swap contracts and | | | | | | | | |
foreign currency translation | | | (79,887,582 | ) | | | 21,986,369 | |
Change in unrealized appreciation (depreciation) | | | | | | | | |
on investments, securities sold short, | | | | | | | | |
written option contracts, forward currency | | | | | | | | |
exchange contracts, swap contracts and | | | | | | | | |
foreign currency translation | | | 122,060,843 | | | | (39,647,988 | ) |
Net increase (decrease) in net assets | | | | | | | | |
resulting from operations | | | 37,503,994 | | | | (41,190,681 | ) |
| | | | | | | | |
Investor Class — | | | | | | | | |
Distributions to shareholders from: (Note 5) | | | | | | | | |
Net investment income | | | — | | | | (28,234,075 | ) |
Net realized gains | | | — | | | | (15,570,634 | ) |
Total dividends and distributions — | | | | | | | | |
Investor Class | | | — | | | | (43,804,709 | ) |
Institutional Class — | | | | | | | | |
Distributions to shareholders from: (Note 5) | | | | | | | | |
Net investment income | | | — | | | | (14,536,377 | ) |
Net realized gains | | | — | | | | (5,504,041 | ) |
Total dividends and distributions — | | | | | | | | |
Institutional Class | | | — | | | | (20,040,418 | ) |
Net decrease in net assets from | | | | | | | | |
capital share transactions (Note 4) | | | (986,617,670 | ) | | | (540,529,909 | ) |
Net decrease in net assets | | | (949,113,676 | ) | | | (645,565,717 | ) |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 4,756,006,204 | | | | 5,401,571,921 | |
End of period (including accumulated | | | | | | | | |
undistributed net investment loss of | | | | | | | | |
$(9,214,427) and $(4,545,160), respectively) | | $ | 3,806,892,528 | | | $ | 4,756,006,204 | |
The accompanying notes are an integral part of these financial statements.
WCM Alternatives: Event-Driven Fund
STATEMENTS OF CHANGES IN NET ASSETS
| | Six Months Ended | | | Year Ended | |
| | June 30, 2016 | | | December 31, 2015 | |
| | (Unaudited) | | | | |
Net investment income (loss) | | $ | (254,384 | ) | | $ | 34,072 | |
Net realized loss on investments, securities | | | | | | | | |
sold short, written option contracts expired | | | | | | | | |
or closed, forward currency exchange | | | | | | | | |
contracts, swap contracts and foreign | | | | | | | | |
currency translation | | | (2,397,039 | ) | | | (1,163,504 | ) |
Change in unrealized appreciation (depreciation) | | | | | | | | |
on investments, securities sold short, written | | | | | | | | |
option contracts, forward currency exchange | | | | | | | | |
contracts swap contracts and foreign | | | | | | | | |
currency translation | | | 3,066,160 | | | | (2,046,347 | ) |
Net increase (decrease) in net assets | | | | | | | | |
resulting from operations | | | 414,737 | | | | (3,175,779 | ) |
Institutional Class — | | | | | | | | |
Distributions to shareholders from: (Note 5) | | | | | | | | |
Net investment income | | | — | | | | (859,690 | ) |
Net realized gains | | | — | | | | (2,073,810 | ) |
Total dividends and distributions — | | | | | | | | |
Institutional Class | | | — | | | | (2,933,500 | ) |
Net increase in net assets from | | | | | | | | |
capital share transactions (Note 4) | | | 19,518,296 | | | | 90,513,163 | |
Net increase in net assets | | | 19,933,033 | | | | 84,403,884 | |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of period | | | 96,489,239 | | | | 12,085,355 | |
End of period (including accumulated | | | | | | | | |
undistributed net investment loss of | | | | | | | | |
$(1,103,746) and $(849,362), respectively) | | $ | 116,422,272 | | | $ | 96,489,239 | |
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
| | Six Months | | | | | | | | | For the Period from | |
| | Ended | | | Year Ended | | | August 1, 2013^ | |
| | June 30, | | | December 31, | | | through | |
| | 2016 | | | 2015 | | | 2014 | | | December 31, 2013 | |
| | (Unaudited) | | | | | | | | | | |
Per Share Data: | | | | | | | | | | | | |
Net asset value, | | | | | | | | | | | | |
beginning of period | | $ | 15.25 | | | $ | 15.58 | | | $ | 15.97 | | | $ | 16.06 | |
| | | | | | | | | | | | | | | | |
Income from | | | | | | | | | | | | | | | | |
investment operations: | | | | | | | | | | | | | | | | |
Net investment | | | | | | | | | | | | | | | | |
income (loss)(1)(2) | | | 0.00 | | | | (0.03 | ) | | | 0.37 | | | | 0.03 | |
Net realized and unrealized | | | | | | | | | | | | | | | | |
gain (loss) on investments | | | 0.16 | | | | (0.05 | ) | | | (0.10 | ) | | | 0.31 | |
Total from investment operations | | | 0.16 | | | | (0.08 | ) | | | 0.27 | | | | 0.34 | |
| | | | | | | | | | | | | | | | |
Less distributions: | | | | | | | | | | | | | | | | |
From net investment income | | | — | | | | (0.18 | ) | | | (0.45 | ) | | | (0.35 | ) |
From net realized gains | | | — | | | | (0.07 | ) | | | (0.21 | ) | | | (0.08 | ) |
Total dividends | | | | | | | | | | | | | | | | |
and distributions | | | — | | | | (0.25 | ) | | | (0.66 | ) | | | (0.43 | ) |
Net asset value, end of period | | $ | 15.41 | | | $ | 15.25 | | | $ | 15.58 | | | $ | 15.97 | |
Total return | | | 1.05 | %(3) | | | (0.52 | )% | | | 1.63 | % | | | 2.20 | %(3) |
The accompanying notes are an integral part of these financial statements.
The Merger Fund
FINANCIAL HIGHLIGHTS (continued)
Institutional Class
| | Six Months | | | | | | | | | For the Period from | |
| | Ended | | | Year Ended | | | August 1, 2013^ | |
| | June 30, | | | December 31, | | | through | |
| | 2016 | | | 2015 | | | 2014 | | | December 31, 2013 | |
| | (Unaudited) | | | | | | | | | | |
Supplemental data and ratios: | | | | | | | | | | | | |
Net assets, end | | | | | | | | | | | | |
of period (000’s) | | $ | 1,288,087 | | | $ | 1,247,332 | | | $ | 1,332,078 | | | $ | 172,247 | |
Ratio of gross expenses | | | | | | | | | | | | | | | | |
to average net assets: | | | | | | | | | | | | | | | | |
Before expense waiver | | | 1.61 | %(4) | | | 1.54 | % | | | 1.44 | % | | | 1.32 | %(4) |
After expense waiver | | | 1.49 | %(4) | | | 1.41 | % | | | 1.28 | % | | | 1.19 | %(4) |
Ratio of dividends on short | | | | | | | | | | | | | | | | |
positions and borrowing expense | | | | | | | | | | | | | | | | |
on securities sold short to | | | | | | | | | | | | | | | | |
average net assets | | | 0.44 | %(4) | | | 0.40 | % | | | 0.29 | % | | | 0.19 | %(4) |
Ratio of expense to average net | | | | | | | | | | | | | | | | |
assets excluding dividends on | | | | | | | | | | | | | | | | |
short positions and borrowing | | | | | | | | | | | | | | | | |
expense on securities sold short | | | 1.05 | %(4) | | | 1.01 | % | | | 0.99 | % | | | 1.00 | %(4) |
Ratio of net investment income | | | | | | | | | | | | | | | | |
(loss) to average net assets: | | | | | | | | | | | | | | | | |
Before expense waiver | | | (0.11 | )%(4) | | | (0.34 | )% | | | 2.14 | % | | | 0.29 | %(4) |
After expense waiver | | | 0.01 | %(4) | | | (0.21 | )% | | | 2.30 | % | | | 0.42 | %(4) |
Portfolio turnover rate(5) | | | 78 | %(3) | | | 157 | % | | | 137 | % | | | 194 | %(3) |
(1) | Net investment income before dividends and borrowing expense on securities sold short for the six months ended June 30, 2016 and years ended December 31, 2015, 2014 and the period ended December 31, 2013 was $0.03, $0.03, $0.42 and $0.04, respectively. |
(2) | Net investment income (loss) per share has been calculated based on average shares outstanding during the period. |
(3) | Not annualized. |
(4) | Annualized. |
(5) | The numerator for the portfolio turnover rate includes the lesser of purchases or sales (excluding short-term investments, short-term options, forward currency contracts, swap contracts and short positions). The denominator includes the average long positions throughout the period. |
^ | 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
Per Share Data:
Net asset value, beginning of period
Income from investment operations:
Net investment income (loss)(1)(2)
Net realized and unrealized gain (loss) on investments
Total from investment operations
Redemption fees
Less distributions:
From net investment income
From net realized gains
Total dividends and distributions
Net asset value, end of period
Total return
Supplemental data and ratios:
Net assets, end of period (in millions)
Ratio of gross expenses to average net assets:
Before expense waiver
After expense waiver
Ratio of dividends on short positions and borrowing expense on securities sold short to
average net assets
Ratio of expense to average net assets excluding dividends on short positions and
borrowing expense on securities sold short
Ratio of net investment income (loss) to average net assets:
Before expense waiver
After expense waiver
Portfolio turnover rate(6)
The accompanying notes are an integral part of these financial statements.
The Merger Fund
FINANCIAL HIGHLIGHTS (continued)
Investor Class
Six Months | | | | | | | | | | | | | | | Three Months | | | | |
Ended | | | Year Ended | | | Ended | | | Year Ended | |
June 30, | | | December 31, | | | December 31, | | | September 30, | |
2016 | | | 2015 | | | 2014 | | | 2013 | | | 2012 | | | | 2011* | | | | 2011 | |
(Unaudited) | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
$ | 15.31 | | | $ | 15.63 | | | $ | 16.01 | | | $ | 15.83 | | | $ | 15.59 | | | $ | 15.59 | | | $ | 15.93 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| (0.02 | ) | | | (0.08 | ) | | | 0.33 | | | | 0.04 | | | | (0.05 | ) | | | (0.02 | ) | | | (0.18 | ) |
| 0.16 | | | | (0.05 | ) | | | (0.10 | ) | | | 0.53 | | | | 0.61 | | | | 0.47 | | | | 0.13 | |
| 0.14 | | | | (0.13 | ) | | | 0.23 | | | | 0.57 | | | | 0.56 | | | | 0.45 | | | | (0.05 | ) |
| — | | | | — | | | | — | | | | — | | | | 0.00 | (3) | | | 0.00 | (3) | | | 0.00 | (3) |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| — | | | | (0.12 | ) | | | (0.40 | ) | | | (0.31 | ) | | | (0.26 | ) | | | (0.08 | ) | | | — | |
| — | | | | (0.07 | ) | | | (0.21 | ) | | | (0.08 | ) | | | (0.06 | ) | | | (0.37 | ) | | | (0.29 | ) |
| — | | | | (0.19 | ) | | | (0.61 | ) | | | (0.39 | ) | | | (0.32 | ) | | | (0.45 | ) | | | (0.29 | ) |
$ | 15.45 | | | $ | 15.31 | | | $ | 15.63 | | | $ | 16.01 | | | $ | 15.83 | | | $ | 15.59 | | | $ | 15.59 | |
| 0.91 | %(4) | | | (0.82 | )% | | | 1.43 | % | | | 3.61 | % | | | 3.61 | % | | | 2.90 | %(4) | | | (0.34 | )% |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
$ | 2,519 | | | $ | 3,509 | | | $ | 4,069 | | | $ | 4,843 | | | $ | 4,416 | | | $ | 5,027 | | | $ | 4,914 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| 1.94 | %(5) | | | 1.87 | % | | | 1.68 | % | | | 1.61 | % | | | 1.82 | % | | | 1.77 | %(5) | | | 2.08 | % |
| 1.82 | %(5) | | | 1.74 | % | | | 1.52 | % | | | 1.48 | % | | | 1.69 | % | | | 1.64 | %(5) | | | 1.96 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| 0.44 | %(5) | | | 0.40 | % | | | 0.29 | % | | | 0.22 | % | | | 0.42 | % | | | 0.31 | %(5) | | | 0.62 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| 1.38 | %(5) | | | 1.34 | % | | | 1.23 | % | | | 1.26 | % | | | 1.27 | % | | | 1.33 | %(5) | | | 1.34 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| (0.44 | )%(5) | | | (0.66 | )% | | | 1.90 | % | | | 0.09 | % | | | (0.47 | )% | | | (0.72 | )%(5) | | | (1.25 | )% |
| (0.32 | )%(5) | | | (0.53 | )% | | | 2.06 | % | | | 0.22 | % | | | (0.34 | )% | | | (0.59 | )%(5) | | | (1.13 | )% |
| 78 | %(4) | | | 157 | % | | | 137 | % | | | 194 | % | | | 240 | % | | | 48 | %(4) | | | 293 | % |
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
(1) | Net investment income before dividends and borrowing expense on securities sold short for the six months ended June 30, 2016, years ended December 31, 2015, 2014, 2013, 2012, the three months ended December 31, 2011 and the year ended September 30, 2011 was $0.01, $(0.02), $0.38, $0.07, $0.01, $(0.01), and $(0.08), respectively. |
(2) | Net investment income (loss) per share has been calculated based on average shares outstanding during the period. |
(3) | Amount less than $0.005 per share. |
(4) | Not annualized. |
(5) | Annualized. |
(6) | The numerator for the portfolio turnover rate includes the lesser of purchases or sales (excluding short-term investments, short-term options, forward currency contracts, swap contracts and 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.
(This Page Intentionally Left Blank.)
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 | |
| | Six Months | | | Year Ended | | | January 2, 2014^ | |
| | Ended | | | December 31, | | | through | |
| | June 30, 2016 | | | 2015 | | | December 31, 2014 | |
| | (Unaudited) | | | | | | | |
Per Share Data: | | | | | | | | | |
Net asset value, | | | | | | | | | |
beginning of period | | $ | 9.62 | | | $ | 10.14 | | | $ | 10.00 | |
Income from investment operations: | | | | | | | | | | | | |
Net investment | | | | | | | | | | | | |
income (loss)(1)(2) | | | (0.02 | ) | | | 0.01 | | | | 0.05 | |
Net realized and unrealized | | | | | | | | | | | | |
gain (loss) on investments | | | 0.05 | | | | (0.22 | ) | | | 0.34 | |
Total from | | | | | | | | | | | | |
investment operations | | | 0.03 | | | | (0.21 | ) | | | 0.39 | |
Less distributions: | | | | | | | | | | | | |
From net investment income | | | — | | | | (0.09 | ) | | | — | |
From net realized gains | | | — | | | | (0.22 | ) | | | (0.25 | ) |
Total dividends | | | | | | | | | | | | |
and distributions | | | — | | | | (0.31 | ) | | | (0.25 | ) |
Net asset value, end of period | | $ | 9.65 | | | $ | 9.62 | | | $ | 10.14 | |
Total return | | | 0.31 | %(3) | | | (2.08 | )% | | | 3.87 | %(3) |
The accompanying notes are an integral part of these financial statements.
WCM Alternatives: Event-Driven Fund
FINANCIAL HIGHLIGHTS (continued)
Institutional Class
| | | | | | | | For the Period from | |
| | Six Months | | | Year Ended | | | January 2, 2014^ | |
| | Ended | | | December 31, | | | through | |
| | June 30, 2016 | | | 2015 | | | December 31, 2014 | |
| | (Unaudited) | | | | | | | |
Supplemental data and ratios: | | | | | | | | | |
Net assets, end of period (000’s) | | $ | 116,422 | | | $ | 96,489 | | | $ | 12,085 | |
Ratio of gross expenses | | | | | | | | | | | | |
to average net assets: | | | | | | | | | | | | |
Before expense waiver | | | 2.24 | %(4) | | | 2.23 | % | | | 7.95 | %(4) |
After expense waiver | | | 2.22 | %(4) | | | 2.09 | % | | | 2.39 | %(4) |
Ratio of dividends on short | | | | | | | | | | | | |
positions and borrowing | | | | | | | | | | | | |
expense on securities | | | | | | | | | | | | |
sold short to average | | | | | | | | | | | | |
net assets | | | 0.48 | %(4) | | | 0.35 | % | | | 0.65 | %(4) |
Ratio of expenses to | | | | | | | | | | | | |
average net assets excluding | | | | | | | | | | | | |
dividends on short positions | | | | | | | | | | | | |
and borrowing expense on | | | | | | | | | | | | |
securities sold short | | | 1.74 | %(4) | | | 1.74 | % | | | 1.74 | %(4) |
Ratio of net investment income | | | | | | | | | | | | |
(loss) to average net assets: | | | | | | | | | | | | |
Before expense waiver | | | (0.50 | )%(4) | | | (0.09 | )% | | | (5.04 | )%(4) |
After expense waiver | | | (0.48 | )%(4) | | | 0.05 | % | | | 0.52 | %(4) |
Portfolio turnover rate(5) | | | 88 | %(3) | | | 199 | % | | | 212 | %(3) |
(1) | Net investment income before dividends and borrowing expense on securities sold short for the six months ended June 30, 2016, the year ended December 31, 2015 and the period ended December 31, 2014 were $0.00, $0.04 and $0.12, respectively. |
(2) | Net investment income (loss) per share has been calculated based on average shares outstanding during the period. |
(3) | Not annualized. |
(4) | Annualized. |
(5) | The numerator for the portfolio turnover rate includes the lesser of purchases or sales (excluding short-term investments, short-term options, forward currency contracts, swap contracts and short positions). The denominator includes the average long positions throughout the period. |
^ | 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, 2016 (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 reflects 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. At June 30, 2016, 71.5% of the shares outstanding of TMF’s Investor Class were owned by 2 omnibus accounts. At June 30, 2016, 88.0% of the shares outstanding of TMF’s Institutional Class were owned by 4 omnibus accounts.
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. At June 30, 2016, 94.3% of the shares outstanding of EDF were owned by 3 omnibus accounts.
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 Merger Fund and WCM Alternatives: Event-Driven Fund
NOTES TO THE FINANCIAL STATEMENTS (continued)
June 30, 2016 (Unaudited)
Note 1 — ORGANIZATION (continued)
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 1940 Act, 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 are allocated to each class of a Fund based on its relative net assets.
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”). The Funds are investment companies and, accordingly, follow the investment company accounting and reporting guidance of the Financial Accounting Standards Board Accounting Standards Codification Topic 946 – Investment Companies. 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.
Equity securities that trade on an exchange will typically be valued based on the last reported sale price. Securities listed on NASDAQ are typically valued using the NASDAQ Official Closing Price. The securities valued using quoted prices in active markets are classified as Level 1 investments. If, on a particular day, an exchange-listed security does not trade, then the mean between the closing bid and asked prices will typically be used to value the security. These securities are classified as Level 2 investments. Fixed income securities having a maturity of greater than 60 days are typically valued based on evaluations provided by a pricing vendor approved by the Board. These are classified as Level 2 investments.
The Merger Fund and WCM Alternatives: Event-Driven Fund
NOTES TO THE FINANCIAL STATEMENTS (continued)
June 30, 2016 (Unaudited)
Note 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)
Exchange-traded options are typically 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 when such sale falls between the bid and asked prices. When the last sale of an exchange-traded option is outside the bid and asked prices, the Funds will typically value the option at the higher of the intrinsic value of the option or the mean between the highest end of day option bid price and the lowest end of day option ask price. 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 New York time bid and asked prices supplied by a third party vendor. Investments in registered open-end investment companies, including money market funds, are typically valued at their reported NAV per share. Short-term fixed-income securities having a maturity of less than 60 days are valued at market quotations or based on valuations supplied by a third party pricing service. If a reliable price from a third party pricing service is unavailable, amortized cost may be used if it is determined that the instrument’s amortized cost value represents approximately the fair value of the security. Forward currency contracts are valued daily at the prevailing forward exchange rate. These securities are generally classified as Level 2. Total return swap prices are determined using the same methods as would be used to price the underlying security. These securities are generally classified as Level 2.
The Funds typically fair value securities and assets for which (a) market quotations are not readily available or (b) market quotations are believed to be unrepresentative of market value. For example, a Fund may fair value a security that primarily trades on an exchange that closes before the NYSE if a significant event occurs after the close of the exchange on which the security primarily trades but before the NYSE closes. Fair valuations are determined in good faith by the Valuation Group (the “Valuation Group”), a committee comprised of persons who are officers of the Fund or representatives of the Adviser, acting pursuant to procedures adopted by the Board. When fair-value pricing is employed, the prices of securities used by the Funds to calculate their NAV may differ from quoted or published prices for the same securities. In addition, due to the subjective nature of fair-value pricing, it is possible that the value determined for a particular asset may be materially different from the value realized upon such asset’s sale. These securities are generally classified as Level 2 or 3 depending on the inputs as described below. At June 30, 2016, securities fair valued in good faith based on the absolute value of long investments,
The Merger Fund and WCM Alternatives: Event-Driven Fund
NOTES TO THE FINANCIAL STATEMENTS (continued)
June 30, 2016 (Unaudited)
Note 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)
and unrealized appreciation (depreciation) of swap contracts represented 3.38% of net assets for TMF and 3.89% of net assets 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 — | Significant unobservable inputs are those inputs that reflect the applicable 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, 2016. These assets and liabilities are measured on a recurring basis.
Investments at Fair Value | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
| | | | | | | | | | | | |
The Merger Fund | | | | | | | | | | | | |
| | | | | | | | | | | | |
Assets | | | | | | | | | | | | |
Common Stocks* | | $ | 2,335,797,178 | | | $ | 6,364,658 | | | $ | 127,005,149 | | | $ | 2,469,166,985 | |
Closed-End Funds | | | 40,610,314 | | | | — | | | | — | | | | 40,610,314 | |
Contingent Value Rights | | | — | | | | — | | | | 934,035 | | | | 934,035 | |
Corporate Bonds | | | — | | | | 122,953,433 | | | | — | | | | 122,953,433 | |
Purchased Option Contracts | | | 28,606,480 | | | | — | | | | — | | | | 28,606,480 | |
Escrow Notes | | | — | | | | — | | | | 621,703 | | | | 621,703 | |
Short-Term Investments | | | 1,103,919,972 | | | | — | | | | — | | | | 1,103,919,972 | |
Forward Currency | | | | | | | | | | | | | | | | |
Exchange Contracts** | | | — | | | | 12,634,119 | | | | — | | | | 12,634,119 | |
Swap Contracts** | | | — | | | | 7,723,253 | | | | — | | | | 7,723,253 | |
Total | | $ | 3,508,933,944 | | | $ | 149,675,463 | | | $ | 128,560,887 | | | $ | 3,787,170,294 | |
Liabilities | | | | | | | | | | | | | | | | |
Short Common Stocks* | | $ | 743,877,591 | | | $ | — | | | $ | — | | | $ | 743,877,591 | |
Short Closed-End Funds | | | 17,456,827 | | | | — | | | | — | | | | 17,456,827 | |
Written Option Contracts | | | 36,863,158 | | | | — | | | | — | | | | 36,863,158 | |
Swap Contracts** | | | — | | | | 4,823,617 | | | | — | | | | 4,823,617 | |
Total | | $ | 798,197,576 | | | $ | 4,823,617 | | | $ | — | | | $ | 803,021,193 | |
The Merger Fund and WCM Alternatives: Event-Driven Fund
NOTES TO THE FINANCIAL STATEMENTS (continued)
June 30, 2016 (Unaudited)
Note 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)
Investments at Fair Value | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
| | | | | | | | | | | | |
WCM Alternatives: Event-Driven Fund | | | | | | | | | | | | |
| | | | | | | | | | | | |
Assets | | | | | | | | | | | | |
Common Stocks* | | $ | 85,577,135 | | | $ | 2,453,957 | | | $ | 3,867,376 | | | $ | 91,898,468 | |
Closed-End Funds | | | 6,165,861 | | | | — | | | | — | | | | 6,165,861 | |
Contingent Value Rights | | | — | | | | — | | | | 2,135 | | | | 2,135 | |
Rights | | | 7,429 | | | | — | | | | — | | | | 7,429 | |
Warrants | | | 3,538 | | | | — | | | | — | | | | 3,538 | |
Corporate Bonds | | | — | | | | 4,135,432 | | | | — | | | | 4,135,432 | |
Purchased Option Contracts | | | 982,679 | | | | 28,891 | | | | — | | | | 1,011,570 | |
Escrow Notes | | | — | | | | — | | | | 14,425 | | | | 14,425 | |
Short-Term Investments | | | 7,229,316 | | | | — | | | | — | | | | 7,229,316 | |
Forward Currency | | | | | | | | | | | | | | | | |
Exchange Contracts** | | | — | | | | 441,386 | | | | — | | | | 441,386 | |
Total | | $ | 99,965,958 | | | $ | 7,059,666 | | | $ | 3,883,936 | | | $ | 110,909,560 | |
Liabilities | | | | | | | | | | | | | | | | |
Short Common Stocks* | | $ | 26,633,601 | | | $ | — | | | $ | — | | | $ | 26,633,601 | |
Short Closed-End Funds | | | 603,457 | | | | — | | | | — | | | | 603,457 | |
Written Option Contracts | | | 3,380,181 | | | | 265,208 | | | | — | | | | 3,645,389 | |
Swap Contracts** | | | — | | | | 358,783 | | | | — | | | | 358,783 | |
Total | | $ | 30,617,239 | | | $ | 623,991 | | | $ | — | | | $ | 31,241,230 | |
* | | Please refer to the Schedules of Investments to view long/short 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. Level 3 securities are valued by brokers using broker quotes or such other pricing sources or data as are permitted by the Fund’s pricing procedures. At June 30, 2016, the value of these securities held by TMF and EDF were $128,560,887 and $3,883,936, respectively. The inputs for these securities are not readily available or cannot be reasonably estimated and are generally those inputs as described in Note 2 A. The appropriateness of fair values for these securities is monitored on an ongoing basis which may include results of back testing, results of broker due diligence, unchanged price review and consideration of macro or security specific event.
For the six months ended June 30, 2016, TMF and EDF transferred $127,005,149 and $3,867,376, respectively, from Level 1 investments to Level 3 investments due to a change in the valuation technique. There were no transfers into or out of Level 2 investments during the reporting period. Transfers are recorded at the end of the reporting period.
The Merger Fund and WCM Alternatives: Event-Driven Fund
NOTES TO THE FINANCIAL STATEMENTS (continued)
June 30, 2016 (Unaudited)
Note 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)
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
| | Common | | | Contingent | | | Escrow | | | Total | |
Description | | Stocks | | | Value Rights | | | Notes | | | Investment | |
Balance as of December 31, 2015 | | $ | — | | | $ | 1,144,234 | | | $ | 1,616,428 | | | $ | 2,760,662 | |
Purchases on Investments | | | — | | | | — | | | | — | | | | — | |
(Sales) of Investments | | | — | | | | — | | | | — | | | | — | |
Transfers Into Level 3 | | | 127,005,149 | | | | — | | | | — | | | | 127,005,149 | |
(Transfer Out) of Level 3 | | | — | | | | — | | | | — | | | | — | |
Change in Unrealized Depreciation | | | — | | | | (210,199 | ) | | | (994,725 | ) | | | (1,204,924 | ) |
Balance as of June 30, 2016 | | $ | 127,005,149 | | | $ | 934,035 | | | $ | 621,703 | | | $ | 128,560,887 | |
| | | | | | | | | | | | | | | | |
WCM Alternatives: Event-Driven Fund | | | | | | | | | | | | | | | | |
| | Common | | | Contingent | | | Escrow | | | Total | |
Description | | Stocks | | | Value Rights | | | Notes | | | Investment | |
Balance as of December 31, 2015 | | $ | — | | | $ | 2,669 | | | $ | — | | | $ | 2,669 | |
Purchases on Investments | | | — | | | | — | | | | 21,637 | | | | 21,637 | |
(Sales) of Investments | | | — | | | | — | | | | — | | | | — | |
Transfers Into Level 3 | | | 3,867,376 | | | | — | | | | — | | | | 3,867,376 | |
(Transfer Out) of Level 3 | | | — | | | | — | | | | — | | | | — | |
Change in Unrealized Depreciation | | | — | | | | (534 | ) | | | (7,212 | ) | | | (7,746 | ) |
Balance as of June 30, 2016 | | $ | 3,867,376 | | | $ | 2,135 | | | $ | 14,425 | | | $ | 3,883,936 | |
The realized and unrealized gains and losses from Level 3 transactions are included with the net realized gain (loss) on investments and net change in unrealized appreciation (depreciation) on investments on the Statements of Operations. The net change in unrealized appreciation (depreciation) on investments related to Level 3 securities held by TMF and EDF at June 30, 2016 totals $(1,204,924) and $(7,746), respectively.
Significant unobservable valuation inputs developed by the Board of Trustees for material Level 3 investments as of June 30, 2016 for both TMF and EDF are as follows:
The Merger Fund | | | | | | | | |
| | Fair Value at | | Valuation | Unobservable | | | |
Description | | June 30, 2016 | | Technique | Input | | Range | |
Common Stock | | $ | 127,005,149 | | Model | Likelihood of Receipt Value | | | 59.21 – 65.13 | |
Contingent Value Rights | | $ | 599,723 | | Broker Quote | No Active Market | | | 0.30 – 0.50 | |
Contingent Value Rights | | $ | 248,637 | | Broker Quote | No Active Market | | | 3.10 – 3.30 | |
Contingent Value Rights | | $ | 85,675 | | Broker Quote | No Active Market | | | 0.00 – 0.05 | |
Escrow Notes | | $ | 621,703 | | Broker Quote | No Active Market | | | 0.45 – 0.55 | |
The Merger Fund and WCM Alternatives: Event-Driven Fund
NOTES TO THE FINANCIAL STATEMENTS (continued)
June 30, 2016 (Unaudited)
Note 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)
WCM Alternatives: Event-Driven Fund
| | Fair Value at | | Valuation | Unobservable | | | |
Description | | June 30, 2016 | | Technique | Input | | Range | |
Common Stock | | $ | 3,867,376 | | Model | Likelihood of Receipt Value | | | 59.21 – 65.13 | |
Contingent Value Rights | | $ | 1,868 | | Broker Quote | No Active Market | | | 0.30 – 0.50 | |
Contingent Value Rights | | $ | 267 | | Broker Quote | No Active Market | | | 0.00 – 0.05 | |
Escrow Notes | | $ | 14,425 | | Broker Quote | No Active Market | | | 0.45 – 0.55 | |
The Funds 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 Statements 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 Statements 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 Statements 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 segregate liquid assets in an amount equal to the market value of securities sold short, which is reflected in the Schedules of Investments. 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 |
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 receivables from the brokers for proceeds on securities sold short. The Funds are required by the brokers to maintain collateral for securities sold short. The receivable from brokers on the Statements of Assets and Liabilities represents the proceeds from securities sold short that is maintained at the broker. The Funds may maintain cash deposits at brokers beyond the receivables for short sales.
The Merger Fund and WCM Alternatives: Event-Driven Fund
NOTES TO THE FINANCIAL STATEMENTS (continued)
June 30, 2016 (Unaudited)
Note 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)
The Funds may be required by the brokers with which it executes short sales to maintain an additional amount of collateral in a special tri-party custody arrangement for the benefit of the broker.
The Funds’ equity swap contracts’ and forward currency exchange contracts’ cash deposits are monitored daily by the Adviser and counterparty. Cash deposits by the Funds are presented as deposits at brokers on the Statements of Assets and Liabilities. These transactions may involve market risk in excess of the amounts receivable or payable reflected on the Statements 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 twelve months. As of June 30, 2016, TMF’s open Federal and New York tax years include the tax years ended December 31, 2012 through December 31, 2015, and EDF’s open Federal and New York tax years include the tax years ended December 31, 2014 through December 31, 2015. 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) 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. 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. Refer to Note 2 A. for a pricing description. 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. These contracts may involve market risk in
The Merger Fund and WCM Alternatives: Event-Driven Fund
NOTES TO THE FINANCIAL STATEMENTS (continued)
June 30, 2016 (Unaudited)
Note 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)
excess of the amounts receivable or payable reflected on the Statements of Assets and Liabilities. Refer to Note 2 Q. for further derivative disclosures, and Note 2 O. for further counterparty risk disclosure.
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 appreciation or depreciation on the underlying security, and the liability related to such option is eliminated. When a written call option is exercised, the premium originally received decreases the cost basis of the security and the Funds realize gains or losses from the sale of the underlying security. When a written put option is exercised, the cost of the security acquired is decreased by the premium received for the put.
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. When the Funds purchase an option contract, an amount equal to the premiums paid is included in the Statements of Assets and Liabilities as an investment, and is subsequently priced daily to reflect the value of the purchased option. Refer to Note 2 A. for a pricing description. Refer to Note 2 Q. for further derivative disclosures, and Note 2 O. for further counterparty risk disclosure.
When option contracts expire or are closed, realized gains or losses are recognized without regard to any unrealized appreciation or depreciation on the underlying securities that may be held by the Funds. If the Fund exercises a call option, the cost of the security acquired is increased by the premium paid for the call. If the Fund exercises a put option, the premium paid for the put option increases the cost of the underlying security and a gain or loss is realized from the sale of the underlying security.
G. | Forward Currency Exchange Contracts |
The Funds are subject to foreign currency exchange rate risk in the normal course of pursuing their investment objectives. During the six months ended June 30, 2016, the Funds used 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 Merger Fund and WCM Alternatives: Event-Driven Fund
NOTES TO THE FINANCIAL STATEMENTS (continued)
June 30, 2016 (Unaudited)
Note 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)
the closing forward rate applied to the face amount of the contract. Refer to Note 2 A. for a pricing description. 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. Refer to Note 2 O. for further counterparty risk disclosure.
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 amounts receivable or payable reflected on the Statements 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. During the six months ended June 30, 2016, the Funds entered 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). Refer to Note 2 A. for a pricing description.
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, 2016 (Unaudited)
Note 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)
Fluctuations in the value of an open contract are recorded daily as net unrealized appreciation or depreciation. 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. Equity swap contracts are typically valued based on market quotations or pricing service evaluations for the underlying reference asset. The Valuation Group monitors the credit quality of the Funds’ counterparties and may adjust the valuation of a swap in the Valuation Group’s discretion due to, among other things, changes in a counterparty’s credit quality.
Credit risk may arise as a result of the failure of the counterparty to comply with the terms of the contract. Refer to Note 2 O. for further counterparty risk disclosure. 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 amounts receivable or payable reflected on the Statements 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 the end of each Fund’s fiscal year.
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 fluctuations in currency exchange rates and adverse political, cultural, regulatory, legal, tax, and economic developments as well as different custody and/or settlement practices or delayed settlements in some foreign markets. 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
The Merger Fund and WCM Alternatives: Event-Driven Fund
NOTES TO THE FINANCIAL STATEMENTS (continued)
June 30, 2016 (Unaudited)
Note 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)
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. Foreign currency held as cash by the Funds’ custodian is reported separately on the Statements of Assets and Liabilities and on the Statements of Operations.
L. | Cash and Cash Equivalents |
The Funds consider highly liquid short-term fixed income 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 Statements of Assets and Liabilities. Temporary cash overdrafts are reported as payable to custodian.
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.
N. | Security Transactions, Investment Income and Expenses |
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. Distributions to shareholders are recorded on the ex-dividend date. Dividend income is recorded on the ex-dividend date, except for certain dividends on foreign securities, which are recorded as soon as the Fund is informed after the ex-dividend date. Interest is accounted for on the accrual basis and includes amortization of premiums and discounts on the effective interest method. At June 30, 2016, expenses include $2,280,063 and $65,813 of borrowing expenses on securities sold short for TMF and EDF, respectively.
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. The Adviser considers the
The Merger Fund and WCM Alternatives: Event-Driven Fund
NOTES TO THE FINANCIAL STATEMENTS (continued)
June 30, 2016 (Unaudited)
Note 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)
creditworthiness of each counterparty to a contract in evaluating potential credit risk. The counterparty risk for forward currency exchange contracts to the Funds includes the amount of any net unrealized appreciation on the contract. The counterparty risk for equity swaps contracts to the Funds includes the risk of loss of the full amount of any net unrealized appreciation on the contract, along with dividends receivable on long equity contracts and interest receivable on short equity contracts. Written and purchased options sold on an exchange expose the Funds to counterparty risk; however, they are exchange traded and the exchange’s clearinghouse guarantees the options against default. Over-the-counter options counterparty risk includes the risk of loss of the full amount of any net unrealized appreciation.
Financial assets and liabilities, as well as cash collateral received by the Funds’ counterparties and posted are offset by the respective counterparty, and the net amount is reported in the Statements of Assets and Liabilities when the Funds believe there exists a legally enforceable right to offset the recognized amounts.
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’ respective 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. Derivatives also may create leverage which will amplify the effect of their performance on the Funds and may produce significant losses.
The Funds have adopted authoritative standards regarding disclosure about derivatives and hedging activities and how they affect the Funds’ Statements of Assets and Liabilities and Statements of Operations. For the six months ended June 30, 2016, each Fund’s monthly average quantity and notional value are described below:
The Merger Fund | | | | | | |
| | Monthly Average | | | Monthly Average | |
| | Quantity | | | Premiums/Notional Value* | |
Purchased Option Contracts | | | 250,714 | | | $ | 45,985,644 | |
Written Option Contracts | | | 301,960 | | | $ | 68,163,497 | |
Forward Currency Exchange Contracts | | | 8 | | | $ | 221,699,363 | |
Long Total Return Swap Contracts | | | 13,726,728 | | | $ | 286,893,691 | |
Short Total Return Swap Contracts | | | 1,053,245 | | | $ | 28,791,983 | |
The Merger Fund and WCM Alternatives: Event-Driven Fund
NOTES TO THE FINANCIAL STATEMENTS (continued)
June 30, 2016 (Unaudited)
Note 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)
WCM Alternatives: Event-Driven Fund | | | | | | |
| | Monthly Average | | | Monthly Average | |
| | Quantity | | | Premiums/Notional Value* | |
Purchased Option Contracts | | | 11,362 | | | $ | 1,361,079 | |
Written Option Contracts | | | 12,923 | | | $ | 2,709,425 | |
Forward Currency Exchange Contracts | | | 9 | | | $ | 9,511,191 | |
Long Total Return Swap Contracts | | | 673,606 | | | $ | 22,549,368 | |
Short Total Return Swap Contracts | | | 54,053 | | | $ | 1,527,375 | |
* | Purchased and written options present monthly average premiums and forward currency exchange contracts and total return swaps present monthly average notional value. |
Statements of Assets and Liabilities
Fair values of derivative instruments as of June 30, 2016:
| Asset Derivatives | |
| Statements of Assets | | | |
Derivatives | and Liabilities Location | | Fair Value | |
The Merger Fund | | | | |
Equity Contracts: | | | | |
Purchased Option Contracts | Investments | | $ | 28,606,480 | |
Swap Contracts | Receivables | | | 7,723,253 | |
Foreign Exchange Contracts: | | | | | |
Forward Currency Exchange Contracts | Receivables | | | 12,634,119 | |
Total | | | $ | 48,963,852 | |
| Asset Derivatives | |
| Statements of Assets | | | | |
Derivatives | and Liabilities Location | | Fair Value | |
WCM Alternatives: Event-Driven Fund | | | | | |
Equity Contracts: | | | | | |
Purchased Option Contracts | Investments | | $ | 1,011,570 | |
Foreign Exchange Contracts: | | | | | |
Forward Currency Exchange Contracts | Receivables | | | 441,386 | |
Total | | | $ | 1,452,956 | |
| Liability Derivatives | |
| Statements of Assets | | | | |
Derivatives | and Liabilities Location | | Fair Value | |
The Merger Fund | | | | | |
Equity Contracts: | | | | | |
Written Option Contracts | Written Option Contracts | | $ | 36,863,158 | |
Swap Contracts | Payables | | | 4,823,617 | |
Total | | | $ | 41,686,775 | |
| | | | | |
WCM Alternatives: Event-Driven Fund | | | | | |
Equity Contracts: | | | | | |
Written Option Contracts | Written Option Contracts | | $ | 3,645,389 | |
Swap Contracts | Payables | | | 358,783 | |
Total | | | $ | 4,004,172 | |
| | | | | |
The Merger Fund and WCM Alternatives: Event-Driven Fund
NOTES TO THE FINANCIAL STATEMENTS (continued)
June 30, 2016 (Unaudited)
Note 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)
Statements of Operations
The effect of derivative instruments on the Statements of Operations for the six months ended June 30, 2016:
Amount of Realized Gain (Loss) on Derivatives
| | | | | | | | Forward | | | | | | | |
| | Purchased | | | Written | | | Currency | | | | | | | |
| | Option | | | Option | | | Exchange | | | Swap | | | | |
Derivatives | | Contracts* | | | Contracts | | | Contracts | | | Contracts | | | Total | |
The Merger Fund | | | | | | | | | | | | | | | |
Equity Contracts | | $ | (28,454,544 | ) | | $ | 88,904,217 | | | $ | — | | | $ | 10,847,635 | | | $ | 71,297,308 | |
Foreign Exchange | | | | | | | | | | | | | | | | | | | | |
Contracts | | | — | | | | — | | | | 5,271,417 | | | | — | | | | 5,271,417 | |
Total | | $ | (28,454,544 | ) | | $ | 88,904,217 | | | $ | 5,271,417 | | | $ | 10,847,635 | | | $ | 76,568,725 | |
| | | | | | | | | | | | | | | | | | | | |
WCM Alternatives: | | | | | | | | | | | | | | | | | | | | |
Event-Driven Fund | | | | | | | | | | | | | | | | | | | | |
Equity Contracts | | $ | (883,670 | ) | | $ | 2,303,164 | | | $ | — | | | $ | 982,865 | | | $ | 2,402,359 | |
Foreign Exchange | | | | | | | | | | | | | | | | | | | | |
Contracts | | | — | | | | — | | | | 177,850 | | | | — | | | | 177,850 | |
Total | | $ | (883,670 | ) | | $ | 2,303,164 | | | $ | 177,850 | | | $ | 982,865 | | | $ | 2,580,209 | |
* | The amounts disclosed are included in the realized gain (loss) on investments. |
Change in Unrealized Appreciation (Depreciation) on Derivatives
| | | | | | | | Forward | | | | | | | |
| | Purchased | | | Written | | | Currency | | | | | | | |
| | Option | | | Option | | | Exchange | | | Swap | | | | |
Derivatives | | Contracts* | | | Contracts | | | Contracts | | | Contracts | | | Total | |
The Merger Fund | | | | | | | | | | | | | | | |
Equity Contracts | | $ | 10,595,806 | | | $ | (14,717,008 | ) | | $ | — | | | $ | (9,378,804 | ) | | $ | (13,500,006 | ) |
Foreign Exchange | | | | | | | | | | | | | | | | | | | | |
Contracts | | | — | | | | — | | | | 9,407,935 | | | | — | | | | 9,407,935 | |
Total | | $ | 10,595,806 | | | $ | (14,717,008 | ) | | $ | 9,407,935 | | | $ | (9,378,804 | ) | | $ | (4,092,071 | ) |
| | | | | | | | | | | | | | | | | | | | |
WCM Alternatives: | | | | | | | | | | | | | | | | | | | | |
Event-Driven Fund | | | | | | | | | | | | | | | | | | | | |
Equity Contracts | | $ | 11,289 | | | $ | (353,552 | ) | | $ | — | | | $ | (1,102,808 | ) | | $ | (1,445,071 | ) |
Foreign Exchange | | | | | | | | | | | | | | | | | | | | |
Contracts | | | — | | | | — | | | | 317,091 | | | | — | | | | 317,091 | |
Total | | $ | 11,289 | | | $ | (353,552 | ) | | $ | 317,091 | | | $ | (1,102,808 | ) | | $ | (1,127,980 | ) |
* | The amounts disclosed are included in the change in unrealized appreciation (depreciation) on investments. |
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
The Merger Fund and WCM Alternatives: Event-Driven Fund
NOTES TO THE FINANCIAL STATEMENTS (continued)
June 30, 2016 (Unaudited)
Note 3 — AGREEMENTS (continued)
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 30, 2017 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 (the “TMF Fee Waiver Agreement”). Investment advisory fees waived by the Adviser on behalf of TMF for the six months ended June 30, 2016 were $2,479,346.
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 April 30, 2017 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 (the “EDF Expense Limitation Agreement”). 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 extraordinary 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 amounts were waived or reimbursed, subject to the expense limitation in place at the time such amounts were waived or reimbursed. For the six months ended June 30, 2016, the Adviser waived $10,017 of advisory fees to EDF.
Investment advisory fees waived and expenses reimbursed on behalf of EDF that are subject to potential recovery by the Adviser are shown in the following table by year of expiration.
The Merger Fund and WCM Alternatives: Event-Driven Fund
NOTES TO THE FINANCIAL STATEMENTS (continued)
June 30, 2016 (Unaudited)
Note 3 — AGREEMENTS (continued)
Year of Expiration | Potential Recovery |
12/31/2017 | $451,849 |
12/31/2018 | $ 89,167 |
12/31/2019 | $ 10,017 |
Each of the TMF Fee Waiver Agreement and the EDF Expense Limitation Agreement 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 | |
The Merger Fund | | June 30, 2016 | | | December 31, 2015 | |
Investor Class | | Shares | | | Amount | | | Shares | | | Amount | |
Issued | | | 25,351,255 | | | $ | 387,717,832 | | | | 74,453,909 | | | $ | 1,166,286,253 | |
Issued as reinvestment | | | | | | | | | | | | | | | | |
of dividends | | | — | | | | — | | | | 2,726,064 | | | | 41,708,780 | |
Redeemed | | | (91,538,168 | ) | | | (1,401,299,570 | ) | | | (108,267,683 | ) | | | (1,690,174,354 | ) |
Net Decrease | | | (66,186,913 | ) | | $ | (1,013,581,738 | ) | | | (31,087,710 | ) | | $ | (482,179,321 | ) |
| | | | | | | | | | | | | | | | |
| | Six Months Ended | | | Year Ended | |
| | June 30, 2016 | | | December 31, 2015 | |
Institutional Class | | Shares | | | Amount | | | Shares | | | Amount | |
Issued | | | 16,886,274 | | | $ | 257,836,282 | | | | 33,945,525 | | | $ | 529,461,870 | |
Issued as reinvestment | | | | | | | | | | | | | | | | |
of dividends | | | — | | | | — | | | | 614,723 | | | | 9,368,350 | |
Redeemed | | | (15,126,885 | ) | | | (230,872,214 | ) | | | (38,259,329 | ) | | | (597,180,808 | ) |
Net Increase (Decrease) | | | 1,759,389 | | | $ | 26,964,068 | | | | (3,699,081 | ) | | $ | (58,350,588 | ) |
The Merger Fund and WCM Alternatives: Event-Driven Fund
NOTES TO THE FINANCIAL STATEMENTS (continued)
June 30, 2016 (Unaudited)
Note 4 — SHARES OF BENEFICIAL INTEREST (continued)
| | Six Months Ended | | | Year Ended | |
| | June 30, 2016 | | | December 31, 2015 | |
Event-Driven Fund | | Shares | | | Amount | | | Shares | | | Amount | |
Institutional Class | | | | | | | | | | | | |
Issued | | | 3,012,187 | | | $ | 28,863,289 | | | | 10,713,173 | | | $ | 109,252,172 | |
Issued as reinvestment | | | | | | | | | | | | | | | | |
of dividends | | | — | | | | — | | | | 305,573 | | | | 2,933,500 | |
Redeemed | | | (975,570 | ) | | | (9,344,993 | ) | | | (2,182,487 | ) | | | (21,672,509 | ) |
Net Increase | | | 2,036,617 | | | $ | 19,518,296 | | | | 8,836,259 | | | $ | 90,513,163 | |
Note 5 — INVESTMENT TRANSACTIONS AND INCOME TAX INFORMATION
TMF’s purchases and sales of securities for the six months ended June 30, 2016 (excluding short-term investments, short-term options, forward currency contracts, swap contracts and short positions) in the aggregate were $2,536,251,511 and $3,190,748,877, respectively. EDF’s purchases and sales of securities for the six months ended June 30, 2016 (excluding short-term investments, short-term options, forward currency contracts, swap contracts and short positions) in the aggregate were $111,937,465 and $81,076,928, respectively. There were no purchases or sales of U.S. Government securities for the Funds.
At December 31, 2015, the components of accumulated earnings (losses) on a tax basis were as follows:
| | | | | WCM Alternatives: | |
| | The Merger Fund | | | Event-Driven Fund | |
Cost of investments* | | $ | 4,834,775,478 | | | $ | 92,480,529 | |
Gross unrealized appreciation | | | 190,408,884 | | | | 3,300,211 | |
Gross unrealized depreciation | | | (292,852,264 | ) | | | (8,274,303 | ) |
Net unrealized depreciation | | $ | (102,443,380 | ) | | $ | (4,974,092 | ) |
Undistributed ordinary income | | | — | | | | — | |
Undistributed long-term capital gain | | | — | | | | — | |
Total distributable earnings | | $ | — | | | $ | — | |
Other accumulated losses | | | (116,453,773 | ) | | | (1,251,004 | ) |
Total accumulated losses | | $ | (218,897,153 | ) | | $ | (6,225,096 | ) |
* | Represents cost for federal income tax purposes and differs from the cost for financial reporting purposes due to wash sales and constructive sales. |
GAAP requires that certain components of net assets relating to permanent differences be reclassified between financial and tax reporting. Permanent differences are primarily related to foreign currency transactions, swap treatment, and equalization. These reclassifications have
The Merger Fund and WCM Alternatives: Event-Driven Fund
NOTES TO THE FINANCIAL STATEMENTS (continued)
June 30, 2016 (Unaudited)
Note 5 — INVESTMENT TRANSACTIONS AND INCOME TAX INFORMATION (continued)
no effect on net assets or net asset value per share. For the year ended December 31, 2015, the following table shows the reclassifications made:
| | | | | Accumulated Net | | | | |
| | | | | Realized Loss on | | | | |
| | | | | Investment, Securities | | | | |
| | | | | Sold Short, Written Option | | | | |
| | | | | Contracts Expired or | | | | |
| | Accumulated | | | Closed, Forward Currency | | | | |
| | Undistributed | | | Exchange Contracts, | | | | |
| | Net Investment | | | Swap Contracts and | | | | |
| | Income | | | Foreign Currency Translation | | | Paid-in Capital | |
The Merger Fund | | $ | 69,997,968 | | | $ | (50,381,480 | ) | | $ | (19,616,488 | ) |
| | | | | | | | | | | | |
WCM Alternatives: | | | | | | | | | | | | |
Event Driven Fund | | $ | (206,258 | ) | | $ | 202,339 | | | $ | 3,919 | |
The tax components of dividends paid during the six months ended June 30, 2016 and the year ended December 31, 2015 were as follows:
| | | | | WCM Alternatives: | |
| | The Merger Fund | | | Event-Driven Fund | |
| | 2016 | | | 2015 | | | 2016 | | | 2015 | |
Investor Class | | | | | | | | | | | | |
Ordinary Income | | $ | — | | | $ | 43,804,709 | | | | N/A | | | | N/A | |
Long-Term Capital Gains | | | — | | | | — | | | | N/A | | | | N/A | |
Total Distributions Paid | | $ | — | | | $ | 43,804,709 | | | | N/A | | | | N/A | |
| | | | | | | | | | | | | | | | |
| | | 2016 | | | | 2015 | | | | 2016 | | | | 2015 | |
Institutional Class | | | | | | | | | | | | | | | | |
Ordinary Income | | $ | — | | | $ | 20,040,418 | | | $ | — | | | $ | 2,933,500 | |
Long-Term Capital Gains | | | — | | | | — | | | | — | | | | — | |
Total Distributions Paid | | $ | — | | | $ | 20,040,418 | | | $ | — | | | $ | 2,933,500 | |
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, 2015.
As of December 31, 2015, TMF and EDF did not have any post-October ordinary losses deferred, on a tax basis. As of December 31, 2015, TMF and EDF had post-October capital losses of $37,585,677 and $812,033, respectively. As of December 31, 2015, TMF and EDF did not have any capital loss carryforwards.
The Merger Fund and WCM Alternatives: Event-Driven Fund
NOTES TO THE FINANCIAL STATEMENTS (continued)
June 30, 2016 (Unaudited)
Note 6 — WRITTEN OPTION CONTRACTS
The premium amount and the number of written option contracts during the six months ended June 30, 2016 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, 2015 | | | 490,028 | | | $ | 102,853,660 | | | | 10,939 | | | $ | 2,525,448 | |
Options written | | | 824,738 | | | | 177,108,947 | | | | 41,318 | | | | 8,464,259 | |
Options closed | | | (738,266 | ) | | | (163,789,339 | ) | | | (25,588 | ) | | | (5,438,764 | ) |
Options exercised | | | (151,914 | ) | | | (36,234,982 | ) | | | (3,417 | ) | | | (788,506 | ) |
Options expired | | | (243,213 | ) | | | (32,890,355 | ) | | | (4,813 | ) | | | (776,565 | ) |
Options outstanding at June 30, 2016 | | | 181,373 | | | $ | 47,047,931 | | | | 18,439 | | | $ | 3,985,872 | |
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, 2016, TMF incurred $3,697,993 pursuant to the TMF Plan in respect of TMF’s Investor Class shares. As of June 30, 2016, 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 — 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
The Merger Fund and WCM Alternatives: Event-Driven Fund
NOTES TO THE FINANCIAL STATEMENTS (continued)
June 30, 2016 (Unaudited)
Note 8 — OFFSETTING ASSETS AND LIABILITIES (continued)
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 and WCM Alternatives: Event-Driven Fund
NOTES TO THE FINANCIAL STATEMENTS (continued)
June 30, 2016 (Unaudited)
Note 8 — OFFSETTING ASSETS AND LIABILITIES (continued)
The Merger Fund
| | | | | Gross | | | Net | | | | | | | | | | |
| | | | | Amounts | | | Amounts | | | | | | | | | | |
| | | | | Offset | | | Presented | | | Gross Amounts not | | | | |
| | Gross | | | in the | | | in the | | | offset in the Statement | | | | |
| | Amounts of | | | Statement | | | Statement | | | of Assets and Liabilities | | | | |
| | Recognized | | | of Assets | | | of Assets | | | | | | Collateral | | | | |
| | Assets/ | | | and | | | and | | | Financial | | | Received/ | | | Net | |
| | Liabilities | | | Liabilities | | | Liabilities | | | Instruments | | | Pledged* | | | Amount | |
Assets: | | | | | | | | | | | | | | | | | | |
Description | | | | | | | | | | | | | | | | | | |
Forward | | | | | | | | | | | | | | | | | | |
Currency | | | | | | | | | | | | | | | | | | |
Exchange | | | | | | | | | | | | | | | | | | |
Contracts** | | $ | 13,813,665 | | | $ | 1,179,546 | | | $ | 12,634,119 | | | $ | — | | | $ | — | | | $ | 12,634,119 | |
Swap | | | | | | | | | | | | | | | | | | | | | | | | |
Contracts — | | | | | | | | | | | | | | | | | | | | | | | | |
Bank of America | | | | | | | | | | | | | | | | | | | | | | | | |
Merrill Lynch | | | | | | | | | | | | | | | | | | | | | | | | |
& Co., Inc. | | | 8,596,747 | | | | 873,494 | | | | 7,723,253 | | | | — | | | | — | | | | 7,725,253 | |
Swap | | | | | | | | | | | | | | | | | | | | | | | | |
Contracts — | | | | | | | | | | | | | | | | | | | | | | | | |
JPMorgan | | | | | | | | | | | | | | | | | | | | | | | | |
Chase & | | | | | | | | | | | | | | | | | | | | | | | | |
Co., Inc. | | | 2,025,850 | | | | 2,025,850 | | | | — | | | | — | | | | — | | | | — | |
| | $ | 24,436,262 | | | $ | 4,078,890 | | | $ | 20,357,372 | | | $ | — | | | $ | — | | | $ | 20,357,372 | |
Liabilities: | | | | | | | | | | | | | | | | | | | | | | | | |
Description | | | | | | | | | | | | | | | | | | | | | | | | |
Forward | | | | | | | | | | | | | | | | | | | | | | | | |
Currency | | | | | | | | | | | | | | | | | | | | | | | | |
Exchange | | | | | | | | | | | | | | | | | | | | | | | | |
Contracts** | | $ | 1,179,546 | | | $ | 1,179,546 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
Swap | | | | | | | | | | | | | | | | | | | | | | | | |
Contracts — | | | | | | | | | | | | | | | | | | | | | | | | |
Bank of America | | | | | | | | | | | | | | | | | | | | | | | | |
Merrill Lynch | | | | | | | | | | | | | | | | | | | | | | | | |
& Co., Inc. | | | 873,494 | | | | 873,494 | | | | — | | | | — | | | | — | | | | — | |
Swap | | | | | | | | | | | | | | | | | | | | | | | | |
Contracts — | | | | | | | | | | | | | | | | | | | | | | | | |
JPMorgan | | | | | | | | | | | | | | | | | | | | | | | | |
Chase & | | | | | | | | | | | | | | | | | | | | | | | | |
Co., Inc. | | | 6,849,467 | | | | 2,025,850 | | | | 4,823,617 | | | | — | | | | 4,823,617 | | | | — | |
Written | | | | | | | | | | | | | | | | | | | | | | | | |
Option | | | | | | | | | | | | | | | | | | | | | | | | |
Contracts** | | | 36,863,158 | | | | — | | | | 36,863,158 | | | | — | | | | 36,863,158 | | | | — | |
| | $ | 45,765,665 | | | $ | 4,078,890 | | | $ | 41,686,775 | | | $ | — | | | $ | 41,686,775 | | | $ | — | |
* | | In some instances, the actual collateral received/pledged may be more than amount shown. |
** | | JPMorgan Chase & Co., Inc. is the counterparty for all open forward currency exchange contracts and prime broker for all written option contracts held by the Funds as of June 30, 2016. |
The Merger Fund and WCM Alternatives: Event-Driven Fund
NOTES TO THE FINANCIAL STATEMENTS (continued)
June 30, 2016 (Unaudited)
Note 8 — OFFSETTING ASSETS AND LIABILITIES (continued)
WCM Alternatives: Event-Driven Fund
| | | | | Gross | | | Net | | | | | | | | | | |
| | | | | Amounts | | | Amounts | | | | | | | | | | |
| | | | | Offset | | | Presented | | | Gross Amounts not | | | | |
| | Gross | | | in the | | | in the | | | offset in the Statement | | | | |
| | Amounts of | | | Statement | | | Statement | | | of Assets and Liabilities | | | | |
| | Recognized | | | of Assets | | | of Assets | | | | | | Collateral | | | | |
| | Assets/ | | | and | | | and | | | Financial | | | Received/ | | | Net | |
| | Liabilities | | | Liabilities | | | Liabilities | | | Instruments | | | Pledged* | | | Amount | |
Assets: | | | | | | | | | | | | | | | | | | |
Description | | | | | | | | | | | | | | | | | | |
Forward | | | | | | | | | | | | | | | | | | |
Currency | | | | | | | | | | | | | | | | | | |
Exchange | | | | | | | | | | | | | | | | | | |
Contracts** | | $ | 502,338 | | | $ | 60,952 | | | $ | 441,386 | | | $ | — | | | $ | — | | | $ | 441,386 | |
Swap | | | | | | | | | | | | | | | | | | | | | | | | |
Contracts — | | | | | | | | | | | | | | | | | | | | | | | | |
Bank of America | | | | | | | | | | | | | | | | | | | | | | | | |
Merrill Lynch | | | | | | | | | | | | | | | | | | | | | | | | |
& Co., Inc. | | | 162,546 | | | | 162,546 | | | | — | | | | — | | | | — | | | | — | |
Swap | | | | | | | | | | | | | | | | | | | | | | | | |
Contracts — | | | | | | | | | | | | | | | | | | | | | | | | |
JPMorgan | | | | | | | | | | | | | | | | | | | | | | | | |
Chase & | | | | | | | | | | | | | | | | | | | | | | | | |
Co., Inc. | | | 332,080 | | | | 332,080 | | | | — | | | | — | | | | — | | | | — | |
| | $ | 996,964 | | | $ | 555,578 | | | $ | 441,386 | | | $ | — | | | $ | — | | | $ | 441,386 | |
Liabilities: | | | | | | | | | | | | | | | | | | | | | | | | |
Description | | | | | | | | | | | | | | | | | | | | | | | | |
Forward | | | | | | | | | | | | | | | | | | | | | | | | |
Currency | | | | | | | | | | | | | | | | | | | | | | | | |
Exchange | | | | | | | | | | | | | | | | | | | | | | | | |
Contracts** | | $ | 60,952 | | | $ | 60,952 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
Swap | | | | | | | | | | | | | | | | | | | | | | | | |
Contracts — | | | | | | | | | | | | | | | | | | | | | | | | |
Bank of America | | | | | | | | | | | | | | | | | | | | | | | | |
Merrill Lynch | | | | | | | | | | | | | | | | | | | | | | | | |
& Co., Inc. | | | 246,626 | | | | 162,546 | | | | 84,080 | | | | — | | | | 84,080 | | | | — | |
Swap | | | | | | | | | | | | | | | | | | | | | | | | |
Contracts — | | | | | | | | | | | | | | | | | | | | | | | | |
JPMorgan | | | | | | | | | | | | | | | | | | | | | | | | |
Chase & | | | | | | | | | | | | | | | | | | | | | | | | |
Co., Inc. | | | 606,783 | | | | 332,080 | | | | 274,703 | | | | — | | | | 274,703 | | | | — | |
Written | | | | | | | | | | | | | | | | | | | | | | | | |
Option | | | | | | | | | | | | | | | | | | | | | | | | |
Contracts** | | | 3,645,389 | | | | — | | | | 3,645,389 | | | | — | | | | 3,645,389 | | | | — | |
| | $ | 4,559,750 | | | $ | 555,578 | | | $ | 4,004,172 | | | $ | — | | | $ | 4,004,172 | | | $ | — | |
* | In some instances, the actual collateral received/pledged may be more than amount shown. |
** | JPMorgan Chase & Co., Inc. is the counterparty for all open forward currency exchange contracts and prime broker for all written option contracts held by the Funds as of June 30, 2016. |
The Merger Fund and WCM Alternatives: Event-Driven Fund
NOTES TO THE FINANCIAL STATEMENTS (continued)
June 30, 2016 (Unaudited)
Note 9 — SUBSEQUENT EVENTS
Management has evaluated events and transactions occurring after June 30, 2016 through the date that the financial statements were issued, and has determined that no additional disclosure in the financial statements is required.
ADDITIONAL INFORMATION (Unaudited)
For the fiscal year ended December 31, 2015, 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, 2015 was 53.29% for TMF and 18.96% for EDF.
For corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividends-received deduction for the fiscal year ended December 31, 2015 was 42.47% for TMF and 11.38% for EDF.
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, 2015 was 33.01% for TMF and 57.34% for EDF.
AVAILABILITY OF PROXY VOTING INFORMATION
Information regarding how the Funds generally votes 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.
(This Page Intentionally Left Blank.)
| Investment Adviser |
| | 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 |
| | 300 Madison Avenue |
| | New York, NY 10017 |
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.
Rule 2-01(c)(1)(ii)(A) of Regulation S-X (the “Loan Rule”) prohibits an accounting firm, such as PricewaterhouseCoopers LLP (“PwC”), from having certain financial relationships with their audit clients and affiliated entities. Specifically, the Loan Rule provides, in relevant part, that an accounting firm generally would not be independent if it receives a loan from a lender that is a “record or beneficial owner of more than ten percent of the audit client’s equity securities.” Based on information provided to the Audit Committees (the “Audit Committee”) of the Board of Trustees (the “Board”) of The Merger Fund (“TMF”), The Merger Fund VL (“VL”) and Westchester Capital Funds (“WCF”) (together, the “Funds”), some of PwC’s relationships with its lenders who also own shares of one or more Funds (the “Lenders”) implicate the Loan Rule, which therefore required a closer evaluation of PwC’s objectivity and impartiality. It is the Funds’ understanding that issues under the Loan Rule affect other accounting firms and many mutual fund complexes as well. The Funds are providing this disclosure to explain the facts and circumstances as well as PwC’s conclusions concerning PwC’s objectivity and impartiality with respect to the audits of the Funds.
PwC advised the Audit Committee that it believes that, in light of the facts of its borrowing and audit relationships, its ability to exercise objective and impartial judgment on all issues encompassed within PwC’s audit engagement has not been impaired and that a reasonable investor with knowledge of all relevant facts and circumstances would reach the same conclusion. PwC has advised the Audit Committee that this conclusion is based in part on the following considerations: (1) the Lenders have no ability to influence the conduct of the audits or the objectivity of any member of the PwC audit engagement team; (2) PwC’s debts to the Lenders are in good standing and no Lender has the right to take action against PwC, as borrower, in connection with the financings; (3) PwC’s debt balances to the Lenders are immaterial to PwC and to each Lender; (4) the loans are either from a syndicate of unrelated lenders, which precludes initiation of any change to the terms of the loans without the agreement of a majority of the lenders, or the loans are in the form of a capital lease, which precludes initiation of any change to the terms of the loan; (5) there have been no changes to the loans in question since the origination of each respective note; (6) PwC has lending relationships with a diverse group of lenders, therefore PwC is not dependent upon any Lender or Lenders; and (7) the PwC audit engagement team has no involvement in PwC’s treasury function and PwC’s treasury function has no oversight of or ability to influence the PwC audit engagement team.
On June 20, 2016, the SEC Staff issued no-action relief to another mutual fund complex (see Fidelity Management & Research Company et al., No-Action Letter (June 20, 2016)) (the “No-Action Letter”) involving auditor independence issues similar to those described above. In the No-Action Letter, the SEC Staff indicated that it would not recommend enforcement action against the fund group if the fund group continues to fulfill its regulatory requirements under the federal securities laws by using the audit services performed by an auditor that is not in compliance with the Loan Rule assuming: (1) the auditor has complied with Public Company Accounting Oversight Board Rule 3526(b)(1) and 3526(b)(2); (2) the auditor’s non-compliance under the Loan Rule is limited to certain lending relationships, including, if applicable, the making of a reasonable inquiry regarding the nature of a Lender’s ownership of Fund shares as of the record date of the meeting of shareholders of a Fund that has been called to act on certain matters that could influence the objectivity and impartiality of PwC; and (3) notwithstanding such non-compliance, the auditor has concluded that it is objective and impartial with respect to the issues encompassed within its engagement as auditor of the funds. Although the No-Action Letter was issued to one fund complex, it is generally available to other fund complexes that find themselves in the same circumstances as those outlined in the No-Action Letter. The Funds may rely on the No-Action Letter to the extent the requirements of the No-Action Letter appear to be met with respect to PwC’s lending relationships described above. The SEC Staff has indicated that the no-action relief will expire 18 months from its issuance of the No-Action Letter.
If PwC were ultimately determined not to be independent or the Funds were unable to rely on the No-Action Letter or some other similar form of relief, the financial statements audited by PwC may have to be audited by another independent registered public accounting firm and the Funds could incur additional expense and other burdens on its operations.
The next audit of each Fund's financial statements will occur after the completion of each Fund's current fiscal year, which ends on December 31, 2016. The Funds' Audit Committee will continue to evaluate these matters, including as additional information becomes availabl
Item 5. Audit Committee of Listed Registrants.
Item 6. Investments.
(a) | Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form. |
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable to open-end investment companies.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable to open-end investment companies.
Item 9. Purchases of Equity Securities by Closed‑End Management Investment Company and Affiliated Purchasers.
Not applicable to open-end investment companies.
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. |
(2) A separate certification for each principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.
(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 September 6, 2016
By (Signature and Title)* /s/Roy Behren
Roy Behren, Co-President and Treasurer
Date September 6, 2016
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 September 6, 2016
By (Signature and Title)* /s/Roy Behren
Roy Behren, Co-President and Treasurer
Date September 6, 2016
* Print the name and title of each signing officer under his or her signature.