UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________
FORM N-CSRS
________
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
INVESTMENT COMPANY ACT FILE NUMBER 811-23091
GALLERY TRUST
(Exact name of registrant as specified in charter)
________
SEI Investments
One Freedom Valley Drive
Oaks, PA 19456
(Address of principal executive offices) (Zip code)
Michael Beattie
C/O SEI Investments
One Freedom Valley Drive
Oaks, PA 19456
(Name and address of agent for service)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 1-888-832-4386
DATE OF FISCAL YEAR END: OCTOBER 31, 2017
DATE OF REPORTING PERIOD APRIL 30, 2017
ITEM 1. REPORTS TO STOCKHOLDERS.
[LOGO OMITTED]
MONDRIAN INTERNATIONAL EQUITY FUND
(A Series of Gallery Trust)
SEMI-ANNUAL REPORT
APRIL 30, 2017
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Investment Adviser:
MONDRIAN INVESTMENT PARTNERS LIMITED
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GALLERY TRUST MONDRIAN INTERNATIONAL EQUITY FUND
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TABLE OF CONTENTS
Schedule of Investments ..................................................... 1
Statement of Assets and Liabilities ......................................... 5
Statement of Operations ..................................................... 6
Statements of Changes in Net Assets ......................................... 7
Financial Highlights ........................................................ 8
Notes to Financial Statements ............................................... 9
Disclosure of Fund Expenses ................................................. 23
Fund Information ............................................................ 25
The Fund files its complete schedule of investments of fund holdings with the
Securities and Exchange Commission (the "Commission") for the first and
third quarters of each fiscal year on Form N-Q within sixty days of the period
end. The Fund's N-Q forms are available on the Commission's website at
http://www.sec. gov, and may be reviewed and copied at the Commission's Public
Reference Room in Washington, DC. Information on the operation of the Public
Reference Room may be obtained by calling 1-800-SEC-0330.
A description of the policies and procedures that the Fund uses to determine
how to vote proxies relating to fund securities, as well as information
relating to how the Fund voted proxies relating to fund securities will be
available (i) without charge, upon request, by calling 1-888-832-4386; and (ii)
on the Commission's website at http://www.sec.gov.
THIS REPORT HAS BEEN PREPARED FOR SHAREHOLDERS AND MAY BE DISTRIBUTED TO OTHERS
ONLY IF PRECEDED OR ACCOMPANIED BY AN EFFECTIVE PROSPECTUS.
GALLERY TRUST MONDRIAN INTERNATIONAL EQUITY FUND
APRIL 30, 2017 (UNAUDITED)
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SCHEDULE OF INVESTMENTS
Sector Weightings+:
[BAR GRAPH OMITTED]
16.1% Financials
12.4% Health Care
12.2% Industrials
10.5% Consumer Discretionary
10.3% Consumer Staples
10.0% Telecommunication Services
9.1% Energy
8.3% Information Technology
6.9% Utilities
3.0% Materials
1.2% Real Estate
+ PERCENTAGES ARE BASED ON TOTAL INVESTMENTS.
--------------------------------------------------------------------------------
COMMON STOCK -- 98.6%
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NUMBER OF VALUE
SHARES (U.S. $)
---------- ---------
AUSTRALIA -- 1.5%
QBE Insurance Group ............................ 890,770 $ 8,584,401
------------
Total Australia 8,584,401
------------
CHINA -- 1.3%
China Mobile ................................... 739,500 7,886,187
------------
Total China 7,886,187
------------
DENMARK -- 1.1%
ISS ............................................ 162,555 6,741,929
------------
Total Denmark 6,741,929
------------
FRANCE -- 7.5%
Cie de Saint-Gobain ............................ 263,214 14,206,939
Sanofi ......................................... 215,701 20,350,170
Societe Generale ............................... 164,249 8,983,402
------------
Total France 43,540,511
------------
GERMANY -- 9.3%
Allianz ........................................ 76,275 14,523,507
Bayerische Motoren Werke ....................... 25,112 2,397,624
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
1
GALLERY TRUST MONDRIAN INTERNATIONAL EQUITY FUND
APRIL 30, 2017 (UNAUDITED)
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COMMON STOCK -- CONTINUED
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NUMBER OF VALUE
SHARES (U.S. $)
---------- ---------
GERMANY (CONTINUED)
Daimler ...................................... 137,019 $ 10,209,036
Deutsche Telekom ............................. 727,031 12,750,484
SAP .......................................... 143,249 14,366,719
------------
Total Germany 54,247,370
------------
HONG KONG -- 1.0%
Jardine Matheson Holdings .................... 90,415 5,834,480
------------
Total Hong Kong 5,834,480
------------
ITALY -- 4.8%
Enel .........................................2,726,913 12,962,951
Eni .......................................... 975,914 15,169,923
------------
Total Italy 28,132,874
------------
JAPAN -- 17.3%
Canon . ...................................... 440,500 14,604,960
FUJIFILM Holdings ............................ 14,200 526,601
Honda Motor .................................. 552,000 16,004,162
Hoya ......................................... 127,600 6,094,123
Kirin Holdings ............................... 870,700 16,918,020
Kyushu Railway ............................... 164,600 5,160,592
Mitsubishi Electric .......................... 604,900 8,432,515
Santen Pharmaceutical ........................ 8,100 113,861
Sekisui Chemical ............................. 197,000 3,304,687
Sumitomo Electric Industries ................. 121,000 1,971,711
Takeda Pharmaceutical ........................ 338,900 16,240,448
Tokio Marine Holdings ........................ 267,052 11,240,260
------------
Total Japan 100,611,940
------------
NETHERLANDS -- 5.1%
Koninklijke Ahold Delhaize ................... 526,894 10,916,455
Royal Dutch Shell PLC Class A ................ 76,439 1,987,539
Royal Dutch Shell PLC Class B ................ 630,180 16,752,726
------------
Total Netherlands 29,656,720
------------
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
2
GALLERY TRUST MONDRIAN INTERNATIONAL EQUITY FUND
APRIL 30, 2017 (UNAUDITED)
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COMMON STOCK -- CONTINUED
--------------------------------------------------------------------------------
NUMBER OF VALUE
SHARES (U.S. $)
---------- ---------
SINGAPORE -- 5.3%
Ascendas REIT .............................. 3,725,400 $ 6,826,056
Singapore Telecommunications ............... 3,499,702 9,368,275
United Overseas Bank ....................... 952,120 14,856,111
------------
Total Singapore 31,050,442
------------
SPAIN -- 5.5%
Banco Santander ............................ 640,665 4,178,189
Iberdrola .................................. 2,149,888 15,461,059
Telefonica ................................. 1,141,384 12,625,819
------------
Total Spain 32,265,067
------------
SWEDEN -- 4.0%
Telefonaktiebolaget LM Ericsson Class B .... 1,236,922 7,974,015
Telia ...................................... 3,723,563 15,176,253
------------
Total Sweden 23,150,268
------------
SWITZERLAND -- 12.3%
ABB ........................................ 724,205 17,730,286
Nestle ..................................... 132,477 10,205,389
Novartis ................................... 157,546 12,120,750
Syngenta* .................................. 36,975 17,183,156
Zurich Insurance Group ..................... 52,048 14,406,049
------------
Total Switzerland 71,645,630
------------
TAIWAN -- 1.8%
Taiwan Semiconductor Manufacturing ......... 611,000 3,938,865
Taiwan Semiconductor Manufacturing ADR ..... 191,232 6,324,042
------------
Total Taiwan 10,262,907
------------
UNITED KINGDOM -- 20.8%
Amec Foster Wheeler PLC .................... 774,142 5,444,502
BP PLC ..................................... 2,313,482 13,259,193
G4S PLC .................................... 3,089,645 12,209,236
GlaxoSmithKline PLC ........................ 809,101 16,243,220
Kingfisher PLC ............................. 3,305,729 14,613,062
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
3
GALLERY TRUST MONDRIAN INTERNATIONAL EQUITY FUND
APRIL 30, 2017 (UNAUDITED)
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COMMON STOCK -- CONTINUED
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NUMBER OF VALUE
SHARES (U.S. $)
---------- ---------
UNITED KINGDOM (CONTINUED)
Lloyds Banking Group PLC .................. 17,709,154 $ 15,872,364
National Grid PLC ......................... 846,957 10,969,809
Next PLC .................................. 80,481 4,487,497
Pearson PLC ............................... 832,515 6,890,181
Tesco PLC ................................. 7,154,642 16,981,248
Unilever PLC .............................. 79,525 4,091,199
------------
Total United Kingdom 121,061,511
------------
Total Common Stock
(Cost $543,129,267) ..................... 574,672,237
------------
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PREFERRED STOCK -- 0.1%
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GERMANY -- 0.1%
Bayerische Motoren Werke, 4.66% ........... 9,391 772,132
------------
Total Preferred Stock
(Cost $680,930) ......................... 772,132
------------
Total Value of Securities-- 98.7%
(Cost $543,810,197) ..................... $575,444,369
============
PERCENTAGES ARE BASED ON NET ASSETS OF $583,233,250.
* NON-INCOME PRODUCING SECURITY.
ADR -- AMERICAN DEPOSITARY RECEIPT
PLC -- PUBLIC LIMITED COMPANY
REIT -- REAL ESTATE INVESTMENT TRUST
AS OF APRIL 30, 2017, ALL OF THE FUND'S INVESTMENTS WERE CONSIDERED LEVEL 1.
FOR THE PERIOD ENDED APRIL 30, 2017, THERE HAVE BEEN NO TRANSFERS BETWEEN LEVEL
1, LEVEL 2 OR LEVEL 3 ASSETS AND LIABILITIES. THE FUND GENERALLY RECOGNIZES
TRANSFERS BETWEEN THE LEVELS AS OF THE END OF THE REPORTING PERIOD.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
4
GALLERY TRUST MONDRIAN INTERNATIONAL EQUITY FUND
APRIL 30, 2017 (UNAUDITED)
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STATEMENT OF ASSETS AND LIABILITIES
ASSETS:
Investments (Cost $543,810,197) .......................................... $575,444,369
Foreign currency (Cost $458,294) ......................................... 456,025
Cash ..................................................................... 3,854,076
Dividends receivable ..................................................... 2,185,321
Reclaims receivable ...................................................... 1,902,178
Receivable for investment securities sold ................................ 111,861
Receivable for capital shares sold ....................................... 18,714
Prepaid expenses ......................................................... 18,733
------------
Total assets ........................................................... 583,991,277
------------
LIABILITIES:
Payable due to Investment Adviser ........................................ 324,365
Payable for investment securities purchased .............................. 294,588
Payable due to Administrator ............................................. 49,913
Payable for capital shares redeemed ...................................... 15,192
Chief Compliance Officer fees payable .................................... 1,831
Unrealized depreciation on spot foreign currency contracts ............... 90
Other accrued expenses ................................................... 72,048
------------
Total liabilities ...................................................... 758,027
------------
NET ASSETS ............................................................... $583,233,250
============
NET ASSETS CONSIST OF:
Paid-in capital .......................................................... $671,891,851
Undistributed net investment income ...................................... 6,064,487
Accumulated net realized loss on investments and foreign currency
transactions ........................................................... (126,314,661)
Net unrealized appreciation on investments ............................... 31,634,172
Net unrealized depreciation on foreign currency transactions
and translation of other assets and liabilities denominated in
foreign currency ....................................................... (42,599)
------------
NET ASSETS ............................................................... $583,233,250
============
NET ASSET VALUE, Offering and Redemption Price Per Share* --
Institutional Class shares (unlimited authorization - no par value)
($583,233,250 / 39,927,222 shares) ..................................... $ 14.61
============
* REDEMPTION PRICE PER SHARE MAY VARY DEPENDING ON LENGTH OF TIME SHARES ARE
HELD. SEE NOTE 2 IN NOTES TO FINANCIAL STATEMENTS.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
5
GALLERY TRUST MONDRIAN INTERNATIONAL EQUITY FUND
FOR THE SIX MONTHS ENDED
APRIL 30, 2017 (UNAUDITED)
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STATEMENT OF OPERATIONS
INVESTMENT INCOME
Dividends ................................................................ $ 9,906,858
Less: foreign taxes withheld ............................................. (655,228)
------------
Total investment income ................................................ 9,251,630
------------
EXPENSES
Investment advisory fees ................................................. 1,772,152
Accounting and administration fees ....................................... 275,068
Custodian fees ........................................................... 31,624
Transfer agent fees and expenses ......................................... 25,607
Legal fees ............................................................... 18,529
Audit and tax ............................................................ 14,421
Registration fees ........................................................ 11,584
Printing fees ............................................................ 9,048
Trustees' fees and expenses .............................................. 6,914
Other .................................................................... 3,881
Chief Compliance Officer fees ............................................ 2,853
Prepaid expenses ......................................................... (29,516)
------------
TOTAL EXPENSES ......................................................... 2,142,165
------------
LESS:
Investment advisory fees waived .......................................... (141,374)
------------
NET EXPENSES ........................................................... 2,000,791
------------
NET INVESTMENT INCOME .................................................... 7,250,839
------------
NET REALIZED GAIN (LOSS) ON:
Investments ............................................................ 4,634,405
Foreign currency transactions .......................................... (40,097)
NET CHANGE IN UNREALIZED APPRECIATION/(DEPRECIATION) ON:
Investments ............................................................ 45,323,470
Foreign currency transactions and translation of other assets and
liabilities denominated in foreign currency ......................... 54,881
------------
NET REALIZED AND UNREALIZED GAIN ......................................... 49,972,659
------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ..................... $ 57,223,498
============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
6
GALLERY TRUST MONDRIAN INTERNATIONAL EQUITY FUND
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STATEMENTS OF CHANGES IN NET ASSETS
SIX-MONTH
PERIOD ENDED YEAR ENDED
APRIL 30, 2017 OCTOBER 31,
(UNAUDITED) 2016+
--------------- ------------
OPERATIONS:
Net investment income ....................................... $ 7,250,839 $ 11,144,808
Net realized gain/(loss) on investments and
foreign currency transactions ............................. 4,594,308 (2,644,760)
Net change in unrealized appreciation/
(depreciation) on investments, foreign currency
transactions and translation of other assets and
liabilities denominated in foreign currency ............... 45,378,351 (20,528,242)
------------ ------------
Net increase/(decrease) in net assets resulting
from operations ........................................... 57,223,498 (12,028,194)
------------ ------------
DIVIDENDS AND DISTRIBUTIONS FROM:
Net investment income ....................................... (11,061,260) (9,309,855)
------------ ------------
Total dividends and distributions ........................... (11,061,260) (9,309,855)
------------ ------------
CAPITAL SHARE TRANSACTIONS (1):
Issued ...................................................... 144,391,789 131,005,719
Reinvestment of dividends ................................... 7,229,070 5,171,775
Redemption fees - Note 2 .................................... 5,891 542
Redeemed .................................................... (34,832,329) (52,944,333)
------------ ------------
Net increase in net assets from capital share
transactions .............................................. 116,794,421 83,233,703
------------ ------------
Total increase in net assets ................................ 162,956,659 61,895,654
------------ ------------
NET ASSETS:
Beginning of period ......................................... 420,276,591 358,380,937
------------ ------------
End of period ............................................... $583,233,250 $420,276,591
============ ============
Undistributed net investment income ......................... $ 6,064,487 $ 9,874,908
============ ============
+ ON MARCH 14, 2016, THE INTERNATIONAL EQUITY PORTFOLIO, A SERIES OF
DELAWARE POOLED TRUST (THE "PREDECESSOR FUND") WAS REORGANIZED INTO THE
MONDRIAN INTERNATIONAL EQUITY FUND. INFORMATION PRESENTED PRIOR TO MARCH
14, 2016 IS THAT OF THE PREDECESSOR FUND. SEE NOTE 1 IN NOTES TO FINANCIAL
STATEMENTS.
(1) SEE NOTE 8 -- SHARE TRANSACTIONS IN NOTES TO THE FINANCIAL STATEMENTS.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
7
GALLERY TRUST MONDRIAN INTERNATIONAL EQUITY FUND
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FINANCIAL HIGHLIGHTS
Selected per share data & ratios
for a share outstanding throughout the year or period
SIX-MONTH
PERIOD
ENDED -----------------------------------------------------
4/30/17 YEAR ENDED(2)
(UNAUDITED) 10/31/16 10/31/15 10/31/14 10/31/13 10/31/12
-------------------------------------------------------------------
Net asset value, beginning of
period .............................. $13.46 $14.24 $15.12 $15.34 $12.84 $13.12
------ ------ ------ ------ ------ ------
INCOME/(LOSS) FROM OPERATIONS:(1)
Net investment income ............... 0.20 0.43 0.38 0.63 0.34 0.44
Net realized and unrealized gain/
(loss) on investments ............. 1.26 (0.84) (0.58) (0.43) 2.70 (0.18)
------ ------ ------ ------ ------ ------
Total gain/(loss) from operations ... 1.46 (0.41) (0.20) 0.20 3.04 0.26
------ ------ ------ ------ ------ ------
Redemption fess ..................... --(4) --(4) -- -- -- --
------ ------ ------ ------ ------ ------
DIVIDENDS AND DISTRIBUTIONS FROM:
Net investment income ............... (0.31) (0.37) (0.68) (0.42) (0.54) (0.54)
------ ------ ------ ------ ------ ------
Total dividends and distributions .... (0.31) (0.37) (0.68) (0.42) (0.54) (0.54)
------ ------ ------ ------ ------ ------
Net asset value, end of period ....... $14.61 $13.46 $14.24 $15.12 $15.34 $12.84
====== ====== ====== ====== ====== ======
TOTAL RETURN+ ........................ 11.05% (2.83)% (1.39)% 1.46% 24.59% 2.26%
====== ====== ====== ====== ====== ======
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period
($ Thousands) ....................... $583,233 $420,277 $358,381 $446,527 $491,683 $467,827
Ratio of expenses to average net
assets (including waivers and
reimbursements) .................... 0.79% 0.82% 0.88% 0.86% 0.88% 0.85%
Ratio of expenses to average net
assets (excluding waivers and
reimbursements) ................... 0.85% 0.89% 0.88% 0.86% 0.88% 0.85%
Ratio of net investment income
to average net assets ............. 2.86% 3.20% 2.54% 4.04% 2.48% 3.56%
Portfolio turnover rate ............. 6%(3) 20% 28%(3) 21% 20% 16%(3)
(1) PER SHARE CALCULATIONS WERE PERFORMED USING AVERAGE SHARES FOR THE PERIOD.
(2) ON MARCH 14, 2016, THE INTERNATIONAL EQUITY PORTFOLIO, A SERIES OF
DELAWARE POOLED TRUST (THE "PREDECESSOR FUND") WAS REORGANIZED INTO THE
MONDRIAN INTERNATIONAL EQUITY FUND. INFORMATION PRESENTED PRIOR TO MARCH
14, 2016 IS THAT OF THE PREDECESSOR FUND. SEE NOTE 1 IN NOTES TO FINANCIAL
STATEMENTS.
(3) EXCLUDES THE VALUE OF PORTFOLIO SECURITIES RECEIVED OR DELIVERED AS A
RESULT OF IN-KIND PURCHASES OR REDEMPTIONS OF THE PORTFOLIO'S CAPITAL
SHARES.
(4) VALUE IS LESS THAN $0.01 PER SHARE.
+ RETURN SHOWN DOES NOT REFLECT THE DEDUCTIONS OF TAXES THAT A SHAREHOLDER
WOULD PAY ON FUND DISTRIBUTIONS OR THE REDEMPTION OF FUND SHARES. TOTAL
RETURN MAY HAVE BEEN LOWER HAD THE ADVISER NOT WAIVED ITS FEE AND/OR
REIMBURSED OTHER EXPENSES.
AMOUNTS DESIGNATED AS "--" ARE $0 OR HAVE BEEN ROUNDED TO $0.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
8
GALLERY TRUST MONDRIAN INTERNATIONAL EQUITY FUND
APRIL 30, 2017 (UNAUDITED)
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
1. ORGANIZATION
Gallery Trust (the "Trust"), is organized as a Delaware statutory trust under
an Agreement and Declaration of Trust dated August 25, 2015. The Trust is
registered under the Investment Company Act of 1940 (the "1940 Act"), as
amended, as an open-end investment management company with one fund. The
financial statements herein are those of the Mondrian International Equity Fund
(the "Fund"). The Fund is classified as a diversified investment company under
the 1940 Act. The investment objective of the Fund is to seek long-term total
return by investing at least 80% of its net assets, plus any borrowings for
investment purposes, in equity securities. Mondrian Investment Partners
Limited, a limited company organized under the laws of England and Wales in
1990, serves as the Fund's investment adviser ("Mondrian" or the "Adviser").
The Adviser makes investment decisions for the Fund and continuously reviews,
supervises and administers the investment program of the Fund, subject to the
supervision of, and policies established by, the Trustees of the Trust.
The Fund operated as The International Equity Portfolio, a series of Delaware
Pooled Trust (the "Predecessor Fund"), prior to the Fund's acquisition of the
assets and assumption of the liabilities of the Predecessor Fund (the
"Reorganization") on March 14, 2016 in a tax-free transaction. The Fund had no
operations prior to the Reorganization. The Predecessor Fund was managed by
Delaware Management Company, a series of Delaware Management Business Trust
(the "Predecessor Adviser"), and sub-advised by Mondrian Investment Partners
Limited. The Predecessor Fund had substantially similar investment objectives
and strategies as those of the Fund. The financial statements and financial
highlights reflect the financial information of the Predecessor Fund for
periods prior to March 14, 2016.
2. SIGNIFICANT ACCOUNTING POLICIES
The following are significant accounting policies, which are consistently
followed in the preparation of the financial statements of the Fund. The Fund
is an investment company that applies the accounting and reporting guidance
issued in Topic 946 by the U.S. Financial Accounting Standards Board ("FASB").
9
GALLERY TRUST MONDRIAN INTERNATIONAL EQUITY FUND
APRIL 30, 2017 (UNAUDITED)
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
USE OF ESTIMATES -- The preparation of financial statements in conformity with
U.S. generally accepted accounting principles ("U.S. GAAP") requires management
to make estimates and assumptions that affect the fair value of assets, the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported amount
of increases and decreases in net assets from operations during the reporting
period. Actual results could differ from those estimates and such differences
could be material.
VALUATION OF INVESTMENTS -- Securities listed on a securities exchange, market
or automated quotation system for which quotations are readily available
(except for securities traded on NASDAQ ), including securities traded over the
counter, are valued at the last quoted sale price on an exchange or market
(foreign or domestic) on which they are traded on valuation date (or at
approximately 4:00 pm ET if a security's primary exchange is normally open at
that time), or, if there is no such reported sale on the valuation date, at the
most recent quoted bid price. For securities traded on NASDAQ , the NASDAQ
Official Closing Price will be used. The prices for foreign securities will be
reported in local currency and converted to U.S. dollars using currency
exchange rates.
Securities for which market prices are not "readily available" are valued in
accordance with fair value procedures established by the Fund's Board of
Trustees (the "Board"). The Fund's fair value procedures are implemented
through a fair value pricing committee (the "Committee") designated by the
Board. Some of the more common reasons that may necessitate that a security be
valued using fair value procedures include: the security's trading has been
halted or suspended; the security has been de-listed from a national exchange;
the security's primary trading market is temporarily closed at a time when
under normal conditions it would be open; or the security's primary pricing
source is not able or willing to provide a price. When a security is valued in
accordance with the fair value procedures, the Committee will determine the
value after taking into consideration relevant information reasonably available
to the Committee.
10
GALLERY TRUST MONDRIAN INTERNATIONAL EQUITY FUND
APRIL 30, 2017 (UNAUDITED)
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
For securities that principally trade on a foreign market or exchange, a
significant gap in time can exist between the time of a particular security's
last trade and the time at which the Fund calculates its net asset value. The
closing prices of such securities may no longer reflect their market value at
the time the Fund calculates net asset value if an event that could materially
affect the value of those securities (a "Significant Event") has occurred
between the time of the security's last close and the time that the Fund
calculates net asset value. A Significant Event may relate to a single issuer
or to an entire market sector. If the Fund's Adviser becomes aware of a
Significant Event that has occurred with respect to a security or group of
securities after the closing of the exchange or market on which the security or
securities principally trade, but before the time at which the Fund calculates
net asset value, it may request that a Committee meeting be called.
The Fund uses MarkIt Fair Value ("MarkIt") as a third party fair valuation
vendor. MarkIt provides a fair value for foreign securities held by the Fund
based on certain factors and methodologies (involving, generally, tracking
valuation correlations between the U.S. market and each non-U.S. security)
applied by MarkIt in the event that there is a movement in the U.S. market that
exceeds a specific threshold that has been established by the Committee. The
Committee has also established a "confidence interval" which is used to
determine the level of correlation between the value of a foreign security and
movements in the U.S. market before a particular security is fair valued when
the threshold is exceeded. In the event that the threshold established by the
Committee is exceeded on a specific day, the Fund values the non-U.S.
securities in their portfolios that exceed the applicable "confidence interval"
based upon the fair values provided by MarkIt. In such event, it is not
necessary to hold a Committee meeting. In the event that the Adviser believes
that the fair values provided by MarkIt are not reliable, the Adviser contacts
the Fund's Administrator and requests that a meeting of the Committee be held.
If a local market in which the Fund owns securities is closed for one or more
days, the Fund shall value all securities held in the corresponding currency
based on the fair value prices provided by MarkIt using the predetermined
confidence interval discussed above.
11
GALLERY TRUST MONDRIAN INTERNATIONAL EQUITY FUND
APRIL 30, 2017 (UNAUDITED)
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
In accordance with the authoritative guidance on fair value measurements and
disclosure under U.S. GAAP, the Fund discloses the fair value of its
investments in a hierarchy that prioritizes the inputs to valuation techniques
used to measure the fair value. The objective of a fair value measurement is to
determine the price that would be received to sell an asset or paid to transfer
a liability in an orderly transaction between market participants at the
measurement date (an exit price). Accordingly, the fair value hierarchy gives
the highest priority to quoted prices (unadjusted) in active markets for
identical assets or liabilities (Level 1) and the lowest priority to
unobservable inputs (Level 3). The three levels of the fair value hierarchy are
described below:
Level 1 -- Inputs are unadjusted, quoted prices in active markets for identical
assets or liabilities at the measurement date.
Level 2 -- Inputs other than quoted prices included in Level 1 that are
observable for the asset or liability, either directly or indirectly. Level 2
inputs include quoted prices for similar instruments in active markets, and
inputs other than quoted prices that are observable for the asset or
liability.
Level 3 -- Inputs are unobservable inputs for the asset or liability, and
include situations where there is little, if any, market activity for the asset
or liability.
Investments are classified within the level of the lowest significant input
considered in determining fair value. Investments classified within Level 3
whose fair value measurement considers several inputs may include Level 1 or
Level 2 inputs as components of the overall fair value measurement.
Fair value measurement classifications are summarized in the Fund's Schedule of
Investments.
For the six months ended April 30, 2017, there have been no significant changes
to the Fund's fair valuation methodology.
FEDERAL INCOME TAXES -- It is the Fund's intention to continue to qualify as a
regulated investment company for Federal income tax purposes by complying with
the appropriate provisions of Subchapter M of the Internal Revenue Code of
1986. Accordingly, no provision for Federal income taxes has been made in the
financial statements.
12
GALLERY TRUST MONDRIAN INTERNATIONAL EQUITY FUND
APRIL 30, 2017 (UNAUDITED)
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
The Fund evaluates tax positions taken or expected to be taken in the course of
preparing the Fund's tax returns to determine whether it is "more-likely-than-
not" (i.e., greater than 50-percent) that each tax position will be sustained
upon examination by a taxing authority based on the technical merits of the
position. Tax positions not deemed to meet the more-likely-than-not threshold
are recorded as a tax benefit or expense in the current year. The Fund did not
record any tax provision in the current period. However, management's
conclusions regarding tax positions taken may be subject to review and
adjustment at a later date based on factors including, but not limited to,
examination by tax authorities (i.e., the last three tax year ends, as
applicable), on-going analysis of and changes to tax laws, regulations and
interpretations thereof.
As of and during the six months ended April 30, 2017, the Fund did not have a
liability for any unrecognized tax benefits. The Fund recognizes interest and
penalties, if any, related to unrecognized tax benefits as income tax expense
in the Statement of Operations. During the period ended April 30, 2017, the
Fund did not incur any interest or penalties.
SECURITY TRANSACTIONS, DIVIDEND AND INVESTMENT INCOME -- Security transactions
are accounted for on trade date basis for financial reporting purposes. Costs
used in determining realized gains and losses on the sale of investment
securities are based on the specific identification method. Dividend income is
recognized on the ex-dividend date. Certain dividends from foreign securities
will be recorded as soon as the Fund is informed of the dividend, net of
withholding taxes, if such information is obtained subsequent to the
ex-dividend date. Interest income is recognized on an accrual basis and
includes the amortization of premiums and the accretion of discount.
Amortization and accretion are calculated using the effective interest method
over the holding period of the investment.
FOREIGN CURRENCY TRANSLATION -- The books and records of the Fund are
maintained in U.S. dollars. Investment securities and other assets and
liabilities denominated in a foreign currency are translated into U.S. dollars
on the date of valuation. The Fund does not isolate that portion of realized or
unrealized gains and losses resulting from changes in the foreign exchange rate
from fluctuations arising from changes in
13
GALLERY TRUST MONDRIAN INTERNATIONAL EQUITY FUND
APRIL 30, 2017 (UNAUDITED)
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
the market prices of the securities. These gains and losses are included in net
realized and unrealized gains and losses on investments on the Statement of
Operations.
Net realized and unrealized gains and losses on foreign currency transactions
represent net foreign exchange gains or losses from foreign currency exchange
contracts, disposition of foreign currencies, currency gains or losses realized
between trade and settlement dates on securities transactions and the
difference between the amount of the investment income and foreign withholding
taxes recorded on the Fund's books and the U.S. dollar equivalent of the
amounts actually received or paid.
FORWARD FOREIGN CURRENCY CONTRACTS -- The Fund may enter into forward foreign
currency contracts as hedges against either specific transactions, fund
positions or anticipated fund positions. The Fund may also engage in currency
transactions to enhance the Fund's returns. All commitments are "marked-to-
market" daily at the applicable foreign exchange rate, and any resulting
unrealized gains or losses are recorded currently. The Fund realizes gains and
losses at the time forward contracts are extinguished. Unrealized gains or
losses on outstanding positions in forward foreign currency contracts held at
the close of the period are recognized as ordinary income or loss for Federal
income tax purposes. The Fund could be exposed to risk if the counterparties to
the contracts are unable to meet the terms of the contract and from
unanticipated movements in the value of a foreign currency relative to the U.S.
dollar. Finally, the risk exists that losses could exceed amounts disclosed on
the Statements of Assets and Liabilities. There were no open forward foreign
currency contracts as of April 30, 2017.
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS -- The Fund distributes its net
investment income, and makes distributions from its net realized capital gains,
if any, at least annually. All distributions are recorded on ex-dividend date.
REDEMPTION FEES -- The Fund retains a redemption fee of 2.00% on redemptions of
capital shares held for less than thirty days. For the six months ended April
30, 2017, and the year ended October 31, 2016, the
14
GALLERY TRUST MONDRIAN INTERNATIONAL EQUITY FUND
APRIL 30, 2017 (UNAUDITED)
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
Fund retained redemption fees of $5,891 and $542, respectively. Such fees are
retained by the Fund for the benefit of the remaining shareholders and will be
recorded as additions to fund capital.
EXPENSES -- Expenses that are directly related to the Fund are charged to the
Fund. Other operating expenses of the Trust are prorated to the funds based on
the number of funds and/or relative daily net assets.
3. TRANSACTIONS WITH AFFILIATES
Certain officers of the Trust are also employees of SEI Investments Global
Funds Services (the "Administrator"), a wholly owned subsidiary of SEI
Investments Company, and/or SEI Investments Distribution Co. (the
"Distributor"). Such officers are paid no fees by the Trust, other than the
Chief Compliance Officer ("CCO") as described below, for serving as officers of
the Trust.
A portion of the services provided by the CCO and his staff, who are employees
of the Administrator, are paid for by the Trust as incurred. The services
include regulatory oversight of the Trust's advisors and service providers, as
required by SEC regulations. The CCO's services and fees have been approved by
and are reviewed by the Board.
4. ADMINISTRATION, CUSTODIAN, TRANSFER AGENT AND DISTRIBUTION AGREEMENTS
The Fund and the Administrator are parties to an Administration Agreement under
which the Administrator provides administrative services to the Fund. For these
services, the Administrator is paid an asset based fee, which will vary
depending on the number of share classes and the average daily net assets of
the Fund. For the six months ended April 30, 2017, the Fund paid $275,068 for
these services. Expenses incurred under the agreement are shown in the
Statement of Operations as "Accounting and administration fees".
Brown Brothers Harriman & Co., (the "Custodian") serves as the Fund's Custodian
pursuant to a custody agreement. Atlantic Shareholder Services, LLC (the
"Transfer Agent") serves as the Fund's Transfer Agent pursuant to a transfer
agency agreement.
15
GALLERY TRUST MONDRIAN INTERNATIONAL EQUITY FUND
APRIL 30, 2017 (UNAUDITED)
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
5. INVESTMENT ADVISORY AGREEMENT
Under the terms of an investment advisory agreement, the Adviser provides
investment advisory services to the Fund. The Adviser is entitled to a fee,
which is calculated daily and paid monthly, at an annual rate of 0.70% of the
Fund's average daily net assets.
The Adviser has contractually agreed to reduce its fees and/or reimburse
expenses to the extent necessary to keep total annual Fund operating expenses
(excluding interest, taxes, brokerage commissions, acquired fund fees and
expenses, and extraordinary expenses, collectively "excluded expenses") from
exceeding 0.79% of the Fund's average daily net assets until February 28, 2019
(the "Expense Limitation"). This agreement may be terminated: (i) by the Board
of Trustees of the Fund for any reason at any time, or (ii) by the Adviser,
upon ninety (90) days' prior written notice to the Trust, effective as of the
close of business on February 28, 2019.
6. INVESTMENT TRANSACTIONS
For the six months ended April 30, 2017, the Fund made purchases of $56,413,792
and sales of $30,543,482 in investment securities other than long-term U.S.
Government and short-term securities. There were no purchases or sales of
long-term U.S. Government securities.
During the six months ended April 30, 2017, the Fund had no in-kind
redemptions. In-kind purchase transactions associated with the Fund were as
follows:
VALUE OF
SECURITIES CASH TOTAL
------------ ---------- -----------
12/01/16 $63,358,377 $1,119,127 $64,477,504
01/03/17 21,671,352 362,313 22,033,665
7. FEDERAL TAX INFORMATION
The amount and character of income and capital gain distributions to be paid,
if any, are determined in accordance with Federal income tax regulations, which
may differ from U.S. GAAP. As a result, net investment income/(loss) and net
realized gain/(loss) on investment transactions for a reporting period may
differ significantly from distributions during such
16
GALLERY TRUST MONDRIAN INTERNATIONAL EQUITY FUND
APRIL 30, 2017 (UNAUDITED)
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
period. These book/tax differences may be temporary or permanent. To the extent
these differences are permanent in nature, they are charged or credited to
undistributed net investment income/(loss), accumulated net realized gain/(loss)
or paid-in capital, as appropriate, in the period that the differences arise.
The character of distributions made during the year from net investment income
or net realized gains may differ from their ultimate characterization for
federal income tax purposes. Also, due to the timing of dividend distributions,
the fiscal year in which amounts are distributed may differ from the year that
the income or realized gains (losses) were recorded by the Funds. Income
dividends and capital gain distributions are determined in accordance with
federal income tax regulations, which may differ from U.S. GAAP. These
differences are primarily due to differing treatments for forwards, foreign
currency transactions, wash sale loss deferrals on investments in REIT's and
investments in Passive Foreign Investment Companies. Distributions during the
years ended October 31, 2016 and October 31, 2015 were as follows:
ORDINARY LONG-TERM
INCOME CAPITAL GAIN TOTAL
--------- ------------ -----------
2016 $ 9,309,855 $ -- $ 9,309,855
2015 19,976,817 -- 19,976,817
As of October 31, 2016, the components of Accumulated Losses on a tax basis
were as follows:
Undistributed Ordinary Income ............... $ 9,887,284
Capital loss carryforwards .................. (127,380,598)
Unrealized Depreciation ..................... (17,330,681)
Other temporary differences ................. 3,156
-------------
Total Accumulated Losses .................... $(134,820,839)
=============
17
GALLERY TRUST MONDRIAN INTERNATIONAL EQUITY FUND
APRIL 30, 2017 (UNAUDITED)
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
The Federal tax cost and aggregate gross unrealized appreciation and
depreciation for the investments held by the Fund at April 30, 2017, were as
follows:
AGGREGATE AGGREGATE
FEDERAL TAX GROSS UNREALIZED GROSS UNREALIZED NET UNREALIZED
COST APPRECIATION DEPRECIATION APPRECIATION
------------ ---------------- ---------------- --------------
$543,810,197 $62,546,236 $(30,912,064) $31,634,172
8. SHARE TRANSACTIONS
The share transactions are shown below:
SIX-MONTH
PERIOD ENDED YEAR ENDED
APRIL 30, 2017 OCTOBER 31,
(UNAUDITED) 2016+
-------------- ------------
Shares transactions:
Issued 10,711,922 9,650,180
Reinvestment of dividends 543,948 397,218
Redeemed (2,545,747) (3,997,919)
---------- ----------
Net increase in shares outstanding 8,710,123 6,049,479
========== ==========
+ ON MARCH 14, 2016, THE INTERNATIONAL EQUITY PORTFOLIO, A SERIES OF
DELAWARE POOLED TRUST (THE "PREDECESSOR FUND") WAS REORGANIZED INTO THE
MONDRIAN INTERNATIONAL EQUITY FUND. INFORMATION PRESENTED PRIOR TO MARCH
14, 2016 IS THAT OF THE PREDECESSOR FUND. SEE NOTE 1 IN NOTES TO FINANCIAL
STATEMENTS.
9. RISKS ASSOCIATED WITH FINANCIAL INSTRUMENTS
As with all mutual funds, a shareholder of the Fund is subject to the risk that
his or her investment could lose money. The Fund is subject to the principal
risks noted below, any of which may adversely affect the Fund's net asset value
and ability to meet its investment objective.
EQUITY RISK
Since it purchases equity securities, the Fund is subject to the risk that
stock prices will fall over short or extended periods of time. Historically,
the equity markets have moved in cycles, and the value of the Fund's equity
18
GALLERY TRUST MONDRIAN INTERNATIONAL EQUITY FUND
APRIL 30, 2017 (UNAUDITED)
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
securities may fluctuate drastically from day to day. Individual companies may
report poor results or be negatively affected by industry and/or economic trends
and developments. The prices of securities issued by such companies may suffer a
decline in response. These factors contribute to price volatility, which is the
principal risk of investing in the Fund.
FOREIGN COMPANY RISK
Investing in foreign companies, including direct investments and investments
through depositary receipts, poses additional risks since political and
economic events unique to a country or region will affect those markets and
their issuers. These risks will not necessarily affect the U.S. economy or
similar issuers located in the U.S. Securities of foreign companies may not be
registered with the SEC and foreign companies are generally not subject to the
regulatory controls imposed on U.S. issuers and, as a consequence, there is
generally less publically available information about foreign securities than
is available about domestic securities. Income from foreign securities owned by
the Fund may be reduced by a withholding tax at the source, which tax would
reduce income received from the securities comprising the portfolio. Foreign
securities may also be more difficult to value than securities of U.S. issuers.
While depositary receipts provide an alternative to directly purchasing the
underlying foreign securities in their respective national markets and
currencies, investments in depositary receipts continue to be subject to many
of the risks associated with investing directly in foreign securities.
EMERGING MARKETS SECURITIES RISK
The Fund's investments in emerging markets securities are considered
speculative and subject to heightened risks in addition to the general risks of
investing in foreign securities. Unlike more established markets, emerging
markets may have governments that are less stable, markets that are less liquid
and economies that are less developed. In addition, the securities markets of
emerging market countries may consist of companies with smaller market
capitalizations and may suffer periods of relative illiquidity; significant
price volatility; restrictions on foreign investment; and possible restrictions
on repatriation of investment income and capital. Furthermore, foreign
investors may be required to register the proceeds of
19
GALLERY TRUST MONDRIAN INTERNATIONAL EQUITY FUND
APRIL 30, 2017 (UNAUDITED)
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
sales, and future economic or political crises could lead to price controls,
forced mergers, expropriation or confiscatory taxation, seizure, nationalization
or creation of government monopolies.
SUPRANATIONAL ENTITIES RISK
Government members, or "stockholders," usually make initial capital
contributions to a supranational entity and in many cases are committed to make
additional capital contributions if the supranational entity is unable to repay
its borrowings. There is no guarantee, however, that one or more stockholders
of the supranational entity will continue to make any necessary additional
capital contributions. If such contributions are not made, the entity may be
unable to pay interest or repay principal on its debt securities, and the Fund
may lose money on such investments.
FOREIGN CURRENCY RISK
As a result of the Fund's investments in securities denominated in, and/or
receiving revenues in, foreign currencies, the Fund will be subject to currency
risk. Currency risk is the risk that foreign currencies will decline in value
relative to the U.S. dollar or, in the case of hedging positions, that the U.S.
dollar will decline in value relative to the currency hedged. In either event,
the dollar value of an investment in the Fund would be adversely affected.
DERIVATIVES RISK
The Fund's use of forward contracts is subject to market risk, correlation
risk, credit risk, valuation risk and liquidity risk. Market risk is the risk
that the market value of an investment may move up and down, sometimes rapidly
and unpredictably. Correlation risk is the risk that changes in the value of
the derivative may not correlate perfectly or at all with the underlying asset,
rate or index. Credit risk is the risk that the counterparty to a derivative
contract will default or otherwise become unable to honor a financial
obligation. Valuation risk is the risk that the derivative may be difficult to
value. Liquidity risk is described below. The Fund's use of forwards is also
subject to leverage risk and hedging risk. Leverage risk is the risk that the
use of leverage may amplify the effects of market volatility on the Fund's
share price and may also cause the Fund to liquidate portfolio positions when
it would not be advantageous to do so in order to satisfy its obliga-
20
GALLERY TRUST MONDRIAN INTERNATIONAL EQUITY FUND
APRIL 30, 2017 (UNAUDITED)
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
tions. Hedging risk is the risk that derivatives instruments used for hedging
purposes may also limit any potential gain that may result from the increase in
value of the hedged asset. To the extent that the Fund engages in hedging
strategies, there can be no assurance that such strategy will be effective or
that there will be a hedge in place at any given time. Each of these risks could
cause the Fund to lose more than the principal amount invested in a derivative
instrument.
LIQUIDITY RISK
Certain securities may be difficult or impossible to sell at the time and the
price that the Fund would like. The Fund may have to lower the price, sell
other securities instead or forgo an investment opportunity, any of which could
have a negative effect on Fund management or performance.
LARGE PURCHASE AND REDEMPTION RISK
Large purchases or redemptions of the Fund's shares may force the Fund to
purchase or sell securities at times when it would not otherwise do so, and may
cause the Fund's portfolio turnover rate and transaction costs to rise, which
may negatively affect the Fund's performance and have adverse tax consequences
for Fund shareholders.
10. INDEMNIFICATIONS
In the normal course of business, the Fund enters into contracts that provide
general indemnifications. The Fund's maximum exposure under these arrangements
is dependent on future claims that may be made against the Fund and, therefore,
cannot be established; however, based on experience, the risk of loss from such
claims is considered remote.
11. OTHER
At April 30, 2017, 32% of total shares outstanding were held by two record
shareholders each owning 10% or greater of the aggregate total shares
outstanding. Some of these shareholders were comprised of omnibus accounts that
were held on behalf of various shareholders.
21
GALLERY TRUST MONDRIAN INTERNATIONAL EQUITY FUND
APRIL 30, 2017 (UNAUDITED)
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (CONCLUDED)
12. REGULATORY MATTERS
In October 2016, the Securities and Exchange Commission (the "SEC") released
its Final Rule on Investment Company Reporting Modernization (the "Rule"). The
Rule which introduces two new regulatory reporting forms for investment
companies -- Form N-PORT and Form N-CEN -- also contains amendments to
Regulation S-X which impact financial statement presentation, particularly the
presentation of derivative investments. Although still evaluating the impact of
the Rule, management believes that many of the Regulation S-X amendments are
consistent with the Fund's current financial statement presentation and expects
that the Fund will be able to comply with the Rule's Regulation S-X amendments
by the August 1, 2017 compliance date.
13. SUBSEQUENT EVENTS
The Fund has evaluated the need for disclosures and/or adjustments resulting
from subsequent events through the date the financials were issued. Based on
this evaluation, no disclosures and/or adjustments were required to the
financial statements as of April 30, 2017.
22
GALLERY TRUST MONDRIAN INTERNATIONAL EQUITY FUND
APRIL 30, 2017 (UNAUDITED)
--------------------------------------------------------------------------------
DISCLOSURE OF FUND EXPENSES
All mutual funds have operating expenses. As a shareholder of a mutual fund,
your investment is affected by these ongoing costs, which include (among
others) costs for fund management, administrative services, and shareholder
reports like this one. It is important for you to understand the impact of
these costs on your investment returns.
Operating expenses such as these are deducted from the mutual fund's gross
income and directly reduce its final investment return. These expenses are
expressed as a percentage of the mutual fund's average net assets; this
percentage is known as the mutual fund's expense ratio.
The following examples use the expense ratio and are intended to help you
understand the ongoing costs (in dollars) of investing in your Fund and to
compare these costs with those of other mutual funds. The examples are based on
an investment of $1,000 made at the beginning of the period shown and held for
the entire period from November 1, 2016 to April 30, 2017.
The table on the next page illustrates your Fund's costs in two ways:
ACTUAL FUND RETURN. This section helps you to estimate the actual expenses
after fee waivers that your Fund incurred over the period. The "Expenses Paid
During Period" column shows the actual dollar expense cost incurred by a $1,000
investment in the Fund, and the "Ending Account Value" number is derived from
deducting that expense cost from the Fund's gross investment return.
You can use this information, together with the actual amount you invested in
the Fund, to estimate the expenses you paid over that period. Simply divide
your ending starting account value by $1,000 to arrive at a ratio (for example,
an $8,600 account value divided by $1,000 = 8.6), then multiply that ratio by
the number shown for your Fund under "Expenses Paid During Period."
HYPOTHETICAL 5% RETURN. This section helps you compare your Fund's costs with
those of other mutual funds. It assumes that the Fund had an annual 5% return
before expenses during the year, but that the expense ratio (Column 3) for the
period is unchanged. This example is useful in making comparisons because the
Securities and Exchange Commission requires all mutual funds to make this 5%
calculation. You can assess your Fund's comparative cost by comparing the
hypothetical result for your Fund in the "Expenses Paid During Period" column
with those that appear in the same charts in the shareholder reports for other
mutual funds.
23
GALLERY TRUST MONDRIAN INTERNATIONAL EQUITY FUND
APRIL 30, 2017 (UNAUDITED)
--------------------------------------------------------------------------------
DISCLOSURE OF FUND EXPENSES (CONCLUDED)
Note: Because the return is set at 5% for comparison purposes -- NOT your
Fund's actual return -- the account values shown may not apply to your specific
investment.
BEGINNING ENDING
ACCOUNT ACCOUNT ANNUALIZED EXPENSES
VALUE VALUE EXPENSE PAID DURING
11/1/16 4/30/17 RATIOS PERIOD*
--------------------------------------------------------------------------------
ACTUAL FUND RETURN $1,000.00 $1,110.50 0.79% $4.13
HYPOTHETICAL 5% RETURN $1,000.00 $1,020.88 0.79% $3.96
* EXPENSES ARE EQUAL TO THE FUND'S ANNUALIZED EXPENSE RATIO MULTIPLIED BY
THE AVERAGE ACCOUNT VALUE OVER THE PERIOD, MULTIPLIED BY 181/365 (TO
REFLECT THE ONE-HALF YEAR PERIOD.)
24
GALLERY TRUST MONDRIAN INTERNATIONAL EQUITY FUND
--------------------------------------------------------------------------------
FUND INFORMATION
REGISTERED OFFICE P.O. Box 588
Portland, ME 04112
ADVISER Mondrian Investment Partners Limited
10 Gresham Street, 5th Floor
London, England EC2V 7JD
DISTRIBUTOR SEI Investments Distribution Co.
One Freedom Valley Drive
Oaks, PA 19456
ADMINISTRATOR SEI Investments Global Funds Services
One Freedom Valley Drive
Oaks, PA 19456
LEGAL COUNSEL Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA 19103
CUSTODIAN Brown Brothers Harriman & Co
40 Water Street
Boston, Massachusetts 02109
TRANSFER AGENT Atlantic Fund Services, LLC
Three Canal Plaza
Portland, ME 04101
INDEPENDENT REGISTERED PricewaterhouseCoopers LLP
PUBLIC ACCOUNTING FIRM 2001 Market Street
Philadelphia, PA 19103
25
MON-SA-001-0200
ITEM 2. CODE OF ETHICS.
Not applicable for semi-annual report.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
Not applicable for semi-annual report.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Not applicable for semi-annual report.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable to open-end management investment companies.
ITEM 6. SCHEDULE OF INVESTMENTS.
Schedule of Investments is included as part of the Report to Shareholders filed
under Item 1 of this form.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.
Not applicable to open-end management investment companies.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable. Effective for closed-end management investment companies for
fiscal years ending on or after December 31, 2005
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT COMPANY AND
AFFILIATED PURCHASERS.
Not applicable to open-end management investment companies.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There have been no changes to the procedures by which shareholders may
recommend nominees to the Registrant's Board of Trustees during the period
covered by this report.
ITEM 11. CONTROLS AND PROCEDURES.
(a) The Registrant's principal executive and principal financial officers, or
persons performing similar functions, have concluded that the Registrant's
disclosure controls and procedures (as defined in Rule 30a-3(c) under the Act
(17 CFR 270.30a-3(c))) as of a date within 90 days of the filing date of the
report, are effective based on the evaluation of these controls and procedures
required by Rule 30a-3(b) under the Act (17 CFR 270.30a-3(b)) and Rules
13a-15(b) or 15d-15(b) under the Exchange Act (17 CFR 240.13a-15(b) or
240.15d-15(b)).
(b) There has been no change in the Registrant's internal control over financial
reporting (as defined in Rule 30a-3(d) under the Act (17 CFR 270.30a-3(d))
that occurred during the second fiscal quarter of the period covered by this
report that has materially affected, or is reasonably likely to materially
affect, the Registrant's internal control over financial reporting.
ITEM 12. EXHIBITS.
(a)(1) Not applicable for semi-annual report.
(a)(2) A separate certification for the principal executive officer and the
principal financial officer of the Registrant as required by Rule 30a-2(a)
under the Investment Company Act of 1940, as amended (17 CFR 270.30a-2(a)), are
filed herewith.
(b) Officer certifications as required by Rule 30a-2(b) under the Investment
Company Act of 1940, as amended (17 CFR 270.30a-2(b)) also accompany this
filing as an Exhibit.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) Gallery Trust
By (Signature and Title) /s/ Michael Beattie
-------------------
Michael Beattie
President
Date: July 7, 2017
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By (Signature and Title) /s/ Michael Beattie
-------------------
Michael Beattie
President
Date: July 7, 2017
By (Signature and Title) /s/ Stephen Connors
----------------------------
Stephen Connors
Treasurer, Controller & CFO
Date: July 7, 2017