December 31, 2020
Annual Report
THE MERGER FUND
WCM ALTERNATIVES:
EVENT-DRIVEN FUND
WCM ALTERNATIVES:
CREDIT EVENT FUND
STANDARDIZED
PERFORMANCE SUMMARY
As of December 31, 2020
| Average Annual Total Return (%) |
Merger Arbitrage2 | QTD | YTD | 1 YR | 5 YR | 10 YR | Life |
The Merger Fund | | | | | | |
(Institutional) | 3.27 | 5.15 | 5.15 | 5.00 | n/a | 3.80 |
The Merger Fund | | | | | | |
(Investor) | 3.19 | 4.87 | 4.87 | 4.68 | 3.27 | 6.06 |
Insurance | | | | | | |
Dedicated Funds2 | | | | | | |
The Merger Fund VL | 4.63 | 7.38 | 7.38 | 5.11 | 3.31 | 4.95 |
Opportunistic Credit2 | | | | | | |
Credit Event Fund | | | | | | |
(Institutional) | 13.61 | 15.89 | 15.89 | n/a | n/a | 8.27 |
Credit Event Fund | | | | | | |
(Investor) | 13.48 | 15.99 | 15.99 | n/a | n/a | 8.10 |
Multi Event2 | | | | | | |
Event-Driven Fund | | | | | | |
(Institutional) | 10.46 | 6.55 | 6.55 | 6.07 | n/a | 4.55 |
Event-Driven Fund | | | | | | |
(Investor) | 10.32 | 6.30 | 6.30 | n/a | n/a | 6.79 |
Annual Operating Expense Ratio (%)3 |
| | | Net Expenses | | |
| Gross | Net | excluding | | |
| Expense | Expense | Investment- | Performance | |
Merger Arbitrage2 | Ratio | Ratio1,2 | Related Expenses2,3 | Inception | Ticker |
The Merger Fund | | | | | |
(Institutional) | 1.72% | 1.70% | 1.19% | 08/01/2013 | MERIX |
The Merger Fund | | | | | |
(Investor) | 2.01% | 1.99% | 1.48% | 01/31/1989 | MERFX |
Insurance | | | | | |
Dedicated Funds2 | | | | | |
The Merger Fund VL | 2.46% | 1.94% | 1.40% | 05/26/2004 | MERVX |
Opportunistic Credit2 | | | | | |
Credit Event Fund | | | | | |
(Institutional) | 5.40% | 1.90% | 1.64% | 12/29/2017 | WCFIX |
Credit Event Fund | | | | | |
(Investor) | 5.65% | 2.15% | 1.89% | 12/29/2017 | WCFRX |
Multi Event2 | | | | | |
Event-Driven Fund | | | | | |
(Institutional) | 2.17% | 2.13% | 1.57% | 01/02/2014 | WCEIX |
Event-Driven Fund | | | | | |
(Investor) | 2.42% | 2.38% | 1.82% | 03/22/2017 | WCERX |
QTD and YTD performance is not annualized. Performance data quoted represent past performance; past performance does not guarantee future results. The performance results portrayed herein reflect the reinvestment of all interest, dividends and distributions. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance of the Funds may be lower or higher than the performance quoted. Performance data included herein for periods prior to 2011 reflect that of Westchester Capital Management, Inc., the Funds’ prior investment advisor. Messrs. Behren and Shannon, the Funds’ current portfolio managers, have served as co-portfolio managers of the Funds since 2007. Performance data current to the most recent month-end may be obtained by calling (800) 343-8959 or by visiting www.westchestercapitalfunds.com.
1Net expense ratios are as of a fund’s most recent prospectus and were applicable to investors.
2For The Merger Fund, the Adviser contractually agreed to reduce its management fee so that the management fee will be: (i) 1.00% of the first $2 billion in average daily net assets of the Fund; and (ii) 0.93% of the average daily net assets of the Fund above $2 billion. This fee waiver arrangement will apply until April 30, 2022, unless it is terminated at an earlier time by the Board of Trustees. For The Merger Fund VL, the Adviser contractually agreed to reduce all or a portion of its management fee and, if necessary, to bear certain other expenses (to the extent permitted by the Internal Revenue Code of 1986, as amended, but not including brokerage commissions, short dividends, interest expense, taxes, acquired fund fees and expenses or extraordinary expenses) associated with operating the Fund to the extent necessary to limit the annualized expenses of the Fund to 1.40% of the Fund’s average daily net assets. This expense limitation agreement will apply until April 30, 2022, unless it is terminated at an earlier time by the Board of Trustees. For WCM Alternatives: Credit Event Fund, the Adviser contractually agreed to waive its investment advisory fee and to reimburse the Fund for other ordinary operating expenses to the extent necessary to limit ordinary operating expenses to an amount not to exceed 1.64% and 1.89% for Institutional Class shares and Investor Class shares, respectively. These expense limitations will apply through April 30, 2022, unless terminated by the Board of Trustees at an earlier date. For WCM Alternatives: Event-Driven Fund, the Adviser has contractually agreed to waive its investment advisory fee and to reimburse the Fund for other ordinary operating expenses to the extent necessary to limit ordinary operating expenses to an amount not to exceed 1.57% and 1.82% for Institutional Class shares and Investor Class shares, respectively. This expense limitation will apply through December 31, 2021, unless it is terminated by the Board of Trustees at an earlier time.
3Investment related expenses include expenses related to short sales and interest on any borrowing or interest on reverse repurchase agreements, as applicable, and acquired fund fees and expenses.
Trailing Returns
As of Date: 12/31/2020
| QTD | YTD | 1-YR | 5-YR | 10-YR | 15-YR |
US Fund Market Neutral | 0.33% | -2.22% | -2.22% | 0.36% | 0.49% | 0.42% |
US Fund Multialternative | 4.78% | 1.23% | 1.23% | 1.97% | 1.33% | 1.48% |
US Fund Long-Short Credit | 4.63% | 5.00% | 5.00% | 3.44% | 2.70% | 3.27% |
S&P 500 | 12.15% | 18.40% | 18.40% | 15.22% | 13.88% | 9.88% |
Wilshire Liq Alt Event Driven | 3.75% | 4.93% | 4.93% | 3.49% | 2.00% | 3.16% |
Barc US Agg Bond | 0.67% | 7.51% | 7.51% | 4.44% | 3.84% | 4.49% |
ICE BofAML US 3M Trsy Bill | 0.03% | 0.67% | 0.67% | 1.20% | 0.64% | 1.23% |
Fellow Shareholders,
2020 was an outlier year for many reasons- politically, economically, and most importantly for the health of the world’s citizenry. Thankfully, it appears that the clouds have begun to clear, although the effects of COVID and recent social change, on all of the above, will be felt far into the future.
On the subject of change, we are happy to report that Westchester Capital has agreed to merge into the publicly traded firm called Virtus Investment Partners (NASDAQ: VRTS), and to become a wholly-owned affiliate of Virtus.
The winds of change have been blowing in our industry for a while; escalating cost-structures, increased regulation and economies of scale realized by multi-hundred-billion-dollar financial firms have made it difficult for smaller boutique managers to compete for intermediary shelf space to make their funds widely available, or to realize operating efficiencies to the same extent as much larger managers. The flip side of the coin is that by affiliating with a highly regarded financial services firm such as Virtus, (which recently was ranked 2nd in Barron’s nationwide list of the best fund families1) we actually can achieve those benefits for our investors while continuing to independently manage and provide the same investment products that we have offered for the past three decades. While we have always enjoyed being independent, the reach and resources available through a tie-up with Virtus was a no-brainer for us and our clients. They have a well-deserved reputation of being a hands-off parent company, with a sterling balance sheet and deep industry ties.
Under Virtus, we will have the resources to continue to invest in our investment process and infrastructure, while maintaining the same portfolio, middle and back office teams. The transition will be seamless and transparent to our investors. We will retain the WCM culture and accessibility that we have maintained for decades. Not to beat this point to death, but rest assured that the entire portfolio management team and our money management methodology will continue unaffected. We have made long-term employment commitments, which we intend to honor, as we have with any other representations we have made to our clients.
2020 Q4 Recap
Beyond our own merger (which we cannot arbitrage!), we are pleased to report that Q4 continued the process of normalization that began in Q3. As discussed in more detail below, arbitrage spreads tightened and deal activity ramped up significantly. Global deal volume was down for the year but rebounded with the strongest second half ever. Some noteworthy data points on the space2:
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1 | Barron’s Top Fund Families of 2019, February 14, 2020 |
2 | Source: Citi 2020 Year in Review |
| • | Global M&A volume ended the year at $3.6T, down 10% versus 2019, but a significant improvement over the 50% year-over-year declines as of end of June. The 2nd half of 2020 was the most active ending period in M&A history. |
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| • | North America drove the global M&A rebound, accounting for 55% of M&A volume since July. |
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| • | Technology and Industrials were the most active sectors, accounting for over 42% of global M&A volume. |
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| • | 2020 will go down as “the year of the Special Purpose Acquisition Company (SPAC),” with $150B of announced “spacquisitions” and 43 $1B+ deals. Currently, with 228 SPACs searching for targets and ~$74B in investable capital, SPACs have the potential for several hundred billion dollars’ worth of transactions. |
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| • | Historically high levels of dry powder spurred private equity to announce larger transactions in 2020, with activity spiking to record levels during the last quarter of 2020. |
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| • | LBO activity was driven by a surge in $2B+ deals, which accounted for 27% of all LBOs in 2020, their largest share ever. The full year tied with 2007 as the third strongest year ever for sponsor-driven M&A deals. |
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| • | Despite the late surge, there were fewer $10B+ mega-deals in 2020 compared to 2019. The 40 such deals announced in 2020 had an average size of ~$21B, vs an average $27B deal size for the 45 deals in 2019. |
MERGER ARBITRAGE
The Merger Fund® advanced by 3.27% and 3.19% for the Institutional and Investor share classes, respectively, during the fourth quarter, its 101st gain in the 128 quarters since its 1989 inception, bringing YTD performance to 5.15% and 4.87% respectively. The Merger Fund VL posted a 4.63% return for the quarter, bringing YTD performance to 7.38%. The Merger Fund® invested in 228 transactions during the quarter and had one terminated deal, RentPath LLC, a property listing website business, which was to be acquired by CoStar Group (-0.06%). The deal was blocked by the Federal Trade Commission (“FTC”) citing concerns that the acquisition would eliminate competition, which currently benefits both renters and property managers. Reflecting a roughly 6:1 ratio of winners to losers, 194 positions posted positive gains while 34 had negative marks-to-market. As of the end of December, the fund held 159 positions and was approximately 98% invested.
As we have done in connection with past lawsuits, we conducted fundamental and litigation research and determined to hold our investments
in two deals where the buyer sued to terminate the transaction, and which became our two largest profit contributors for the quarter. Tiffany & Co. contributed 0.60% and Taubman Centers Inc. added 0.52% to performance. These transactions, which subsequently closed at renegotiated prices, epitomize the panic spread-widening seen in the market at the height of the COVID crisis. Additional contributors included Morgan Stanley/Eaton Vance (0.10%) as well as several SPACs, led by Kensington Capital Acquisition Corp. (0.30%) and Longview Acquisition Corp. (0.25%).
The S&P 500 had an outsized 12.15% return during the quarter, resulting in a negative mark of 0.25% from the macro portfolio hedge, our largest detractor. Additional mark-to-markets losses due to spread widening came from Qiagen NV/Thermo Fisher Scientific (-0.12%), Willis Towers Watson PLC/Aon PLC (-0.10), and the aforementioned RentPath LLC (-0.06).
EVENT DRIVEN
The WCM Alternatives: Event-Driven Fund returned 10.46% and 10.32% for the Institutional and Investor share classes, respectively, during the quarter, bringing its YTD gain to 6.55% and 6.30%. During the period, the fund participated in 260 events with 223 positions posting gains versus 37 positions with negative marks-to-market. The Fund was fully invested at quarter-end.
Similar to The Merger Fund®, the biggest winners were Kensington Capital/QuantumScape Corp (1.36%), Taubman Centers Inc/Simon Property Group Inc (0.61%), Tiffany & Co/LVMH Moet Hennessy Louis Vuitton SE (0.60%), Pivotal Investment Corporation II (0.45%), and Longview Acquisition Corp. (0.34%).
The largest detractors were RentPath LLC (-0.30%), Macro Portfolio Hedge (-0.24%), Celgene Corp/Bristol-Myers Squibb Contingent Value Right (-0.18%), Qiagen NV/Thermo Fisher Scientific (-0.12%), and Willis Towers Watson PLC/Aon PLC (-0.11%).
CREDIT EVENT
After completing three years of existence, and breaking out of the gate rather slowly, we are pleased to announce that the WCM Alternatives: Credit Event Fund became eligible for a Morningstar rating, and promptly earned 5-stars for both the Overall and 3-year period based on risk-adjusted returns out of 43 long-short credit funds as of 12/31/2020. Performance in Q4 added 13.61% for the Institutional share class and 13.48% for the Investor share class, ending the year up 15.89% and 15.99%, respectively. This return is ahead of our anticipated run rate; however, our objective is to opportunistically capitalize on occasional situations and trends that appear to reflect market inefficiencies. Fortunately for us, there were several such opportunities during the quarter, and winners outnumbered losers by more
than 13:1. In fact, a large portion of the Fund’s gains were generated by appreciation in its SPAC investments, which may or may not be repeatable. The Fund invested in 131 situations throughout the quarter, only 9 of which produced negative marks. As of December 31st the Fund had 106 credit-related event investments in the portfolio, including multiple SPAC positions.
In the winner’s column, Bombardier earned 0.72% as the bonds continued to rally after receiving all regulatory clearances for Alstom to purchase Bombardier’s rail asset. The deal is expected to be completed mid-February of 2021. Bombardier will receive proceeds of €5.3 billion, which will be used to pay down some of the outstanding Bombardier debt; Cengage Learning and McGraw-Hill term loans (0.35%) continued to outperform as back-to-school revenues outperformed initial downbeat expectations. McGraw-Hill successfully enacted a consent to partially pay down its debt, extend some of its maturities and increase coupons. Additional positive contributors included: Ingram Micro debt (0.25%) which we purchased ahead of Platinum Equity completing its purchase of Ingram from China’s HNA Group. We bought the bonds at 107.25 and as of the date of this letter they are now trading at 115+; Claire’s Stores Term Loans (0.27%) and Genesis Energy bonds (0.26%) continue to outperform as their expected market re-rating continued; GMAC and SLM Corp Preferreds contributed as well as the companies’ restructured their balance sheets and their corporate environment improved.
In SPACs, the most significant contributor was Kensington Capital (KCAC) which merged with QuantumScape Corp. (QS). The KCAC shares (which we sold) and the QS shares we purchased through a PIPE (Private Investment in a Public Equity) traded significantly above the $10 offering price. Despite hedging 72% of the position, the position contributed 2.23%.
The largest detractor was the RentPath term loan which cost the Fund –1.29%. As mentioned previously, the FTC blocked the CoStar Group’s acquisition of RentPath. RentPath later terminated the deal in order to exit Chapter 11 as a standalone entity. Upon the termination, the RentPath term loan declined from the low-70s to the mid-40s.
OUTLOOK
Although there remains uncertainty regarding the track of the corona virus recovery, as of the date of this letter we perceive economic green shoots and increased stability, so we remain optimistic regarding the outlook for the balance of 2021 and beyond.
The drivers of our past optimism remain in place. Here are some highlights:
| • | Corporate balance sheets contain close to record levels of cash. Acquisitions are seen as an efficient and often accretive use of corporate liquidity. |
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| • | Cheap financing options and greater availability of capital will probably also facilitate M&A activity and drive cash bids in 2021. |
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| • | Share-for-share deals should continue as well, fueled by high equity valuations. |
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| • | With favorable access to capital, opportunistic buyers will likely target highly-impacted industries, leading to a meaningful rise in hostile/unsolicited deals. Strategic assets could also see competing bidders. |
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| • | Private equity firms still hold a record $1.9T in dry powder, more than double the levels post the 2008 global financial crisis. |
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| • | Corporate defaults in 2020 have surpassed the 2019 tally and lie at record highs. |
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| • | High corporate defaults may present opportunities for potential bidders to pick up distressed assets, whether they be full or partial companies. |
We look back at 2020 with satisfaction that we were able to provide the stable and uncorrelated investment profile that we strive to produce and have guided our investors to expect. We believe our partnership with Virtus will only strengthen our ability to continue our 30-year track record of low volatility and absolute returns in a variety of market environments.
Please feel free to take us up on our offer to ask us questions directly. Our shareholder services, product specialist and distribution team of Jody Harris-Stern, Tom Macior, JT Fucigna and Reny Mathew stand ready to discuss any investment matter including the tie-up with Virtus, as do we.
We appreciate your support and will continue to be available should any of our investors have questions or comments.
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Roy Behren | Mike Shannon |
IMPORTANT DISCLOSURES
Before investing in The Merger Fund®, WCM Alternatives: Event-Driven Fund, and/or WCM Alternatives: Credit Event Fund, carefully consider the investment objectives, risks, charges, and expenses. For a prospectus or summary prospectus containing this and other information, please call (800) 343-8959. Please read the prospectus carefully before investing. The Merger Fund VL is available through variable products offered by third-party insurance companies. For a prospectus containing information for any variable annuity or variable life product that invests in The Merger Fund VL, contact your financial advisor or the offering insurance company for a contract prospectus and prospectus for the underlying funds. Please read it carefully before investing.
Fund holdings and sector allocations are subject to change and should not be considered a recommendation to buy or sell any security. The Ten Largest Positions as a Percent of Net Assets for The Merger Fund® as of December 31, 2020, were: Willis Towers Watson Public Limited Co. (5.66%), Altaba Inc. (5.27%), Varian Medical Systems, Inc. (5.00%), Tiffany & Co. (4.67%), Slack Technologies, Inc. (3.78%), Fiat Chrysler Automobiles N.V. (3.58%), Eaton Vance Corp. (3.47%), Inphi Corporation (3.36%), Maxim Integrated Products, Inc. (3.33%), IHS Markit Ltd. (3.27%). The Ten Largest Positions as a Percent of Net Assets for The Merger Fund VL as of December 31, 2020, were: Willis Towers Watson Public Limited Co. (5.83%), Altaba Inc. (5.23%), Varian Medical Systems, Inc. (5.01%), Tiffany & Co. (4.68%), Slack Technologies, Inc. (3.78%), Fiat Chrysler Automobiles N.V. (3.61%), Inphi Corporation (3.40%), Maxim Integrated Products, Inc. (3.36%), Eaton Vance Corp. (3.33%), IHS Markit Ltd. (3.29%). The Ten Largest Positions as a Percent of Net Assets for WCM Alternatives: Event-Driven Fund as of December 31, 2020, were: Altaba Inc. (5.81%), Willis Towers Watson Public Limited Co. (5.75%), Tiffany & Co. (4.46%), Slack Technologies, Inc. (4.40%), Varian Medical Systems, Inc. (4.10%), Fiat Chrysler Automobiles N.V. (3.92%), Inphi Corporation (3.86%), Maxim Integrated Products, Inc. (3.64%), DuPont de Nemours, Inc. (3.25%), Alexion Pharmaceuticals, Inc. (3.19%). The Ten Largest Positions as a Percent of Net Assets for WCM Alternatives: Credit Event Fund as of December 31, 2020, were: QuantumScape Corporation (13.03%), Refinitiv US Holdings Inc. (5.33%), Altaba Inc. (5.00%), WPX Energy (4.17%), Gogo International Holdings LLC (3.89%), APX Group (3.88%), Bombardier Inc. (3.66%), Claire’s Stores (3.57%), Qell Acquisition Corp. (3.33%), Watts Guerra PCG (3.31%).
Diversification does not assure a profit, nor does it protect against a loss in a declining market.
Mutual fund investing involves risk. Principal loss is possible. Merger‐arbitrage and event‐driven investing involve the risk that the adviser’s evaluation of the outcome of a proposed event, whether it be a merger, reorganization, regulatory issue, or other events, will prove incorrect and that the Funds’ return on the investment will be negative. Investments in foreign companies may entail political, cultural, regulatory, legal, and tax risks different from those associated with comparable transactions in the United States. The frequency of the Fund’s transactions will vary from year to year, though merger arbitrage portfolios typically have higher turnover rates than portfolios of typical long‐only funds. Increased portfolio turnover may result in higher brokerage commissions, dealer mark‐ups, and other transaction costs. The higher costs associated with increased portfolio turnover may offset gains in the Fund’s performance. The Funds’ may enter into short sale transactions for, among other reasons, purposes of protecting against a decline in the market value of the acquiring company’s shares prior to the acquisition completion. If the price of a security sold short increases between the time of the short sale and the time the Fund covers its short position, the Fund will incur a loss. The amount of a potential loss on an uncovered short sale transaction is theoretically unlimited. Debt securities may fluctuate in value due to, among other things, changes in interest rates, general economic conditions, industry fundamentals, market sentiment, and the financial condition of the issuer, including the issuer’s credit rating or financial performance. Derivatives may create leverage which will amplify the effect of the performance of those instruments on the Funds and may produce significant losses. The Funds’ hedging strategy will be subject to the Funds’ investment adviser’s ability to assess
correctly the degree of correlation between the performance of the instruments used in the hedging strategy and the performance of the investments in the portfolio being hedged. Investments in lower-rated and non-rated securities present a great risk of loss to principal and interest than higher-rated securities.
The WCM Alternatives: Credit Event Fund is non-diversified and therefore has a greater potential to realize losses upon the occurrence of adverse events affecting an issuer in its portfolio.
Any tax or legal information provided is merely a summary of our understanding and interpretation of some of the current income tax regulations and is not exhaustive. Investors must consult their tax advisor or legal counsel for advice and information concerning their particular situation. Neither the Funds nor any of their representatives may give legal or tax advice.
The views expressed are as of February 1, 2021, and are a general guide to the views of Westchester Capital Management, are subject to change, are not guaranteed, and should not be considered recommendations to buy or sell any security. Distributions are not guaranteed. This document does not replace portfolio and fund-specific materials.
The Morningstar Rating™ for funds, or “star rating”, is calculated for managed products (including mutual funds, variable annuity, and variable life subaccounts, exchange-traded funds, closed-end funds, and separate accounts) with at least a three-year history. Exchange-traded funds and open-ended mutual funds are considered a single population for comparative purposes. It is calculated based on a Morningstar Risk-Adjusted Return measure that accounts for variation in a managed product’s monthly excess performance, placing more emphasis on downward variations and rewarding consistent performance. The top 10% of products in each product category receive 5 stars, the next 22.5% receive 4 stars, and the next 35% receive 3 stars, the next 22.5% receive 2 stars, and the bottom 10% receive 1 star. The Overall Morningstar Rating™ for a managed product is derived from a weighted average of the performance figures associated with its three-, five-, and 10-year (if applicable) Morningstar Rating™ metrics.
The weights are 100% three-year rating for 36-59 months of total returns, 60% five-year rating/40% three-year rating for 60-119 months of total returns, and 50% 10-year rating/30% five-year rating/20% three-year rating for 120 or more months of total returns. While the 10-year overall star rating formula seems to give the most weight to the 10-year period, the most recent three-year period actually has the greatest impact because it is included in all three rating periods. As of December 31, 2020, The Merger Fund® was rated against the following numbers of U.S.-domiciled Market Neutral funds over the following time periods: 92 funds in the last three years, 72 funds in the last five years, and 23 funds in the last ten years. With respect to these Market Neutral funds, The Merger Fund® – Investor share class (MERFX) received a Morningstar Rating of 4 stars, 4 stars and 4 stars for the three-, five- and ten-year periods, respectively. The Merger Fund® – Institutional share class (MERIX) received a Morningstar rating of 5 stars, 4 stars and 4 stars for the three-, five- and ten-year periods, respectively. Ten-year ratings are Extended Performance Ratings computed by Morningstar using historical adjusted returns prior to the 8/1/2013 inception date of MERIX and reflect the historical performance of MERFX, (inception date 1/31/1989), adjusted to reflect the fees and expenses of the Institutional shares. As of December 31, 2020, WCM Alternatives: Event-Driven Fund was rated against the following numbers of U.S.-domiciled Multi Alternative funds over the following periods: 244 funds in the last three years and 189 funds in the last five years. With respect to these Multi Alternative funds, WCM Alternatives: Event-Driven Fund – Institutional share class (WCEIX) received a Morningstar Rating of 5 stars and 4 stars for the three- and five-year periods, respectively. WCM Alternatives: Event-Driven Fund – Investor share class (WCERX) received a Morningstar Rating of 4 stars and 4 stars for the three- and five-year periods, respectively. 5-year ratings are Extended Performance Ratings computed by Morningstar using historical adjusted returns prior to the 3/22/2017 inception date of WCERX and reflect the historical performance of WCEIX, (inception
date 1/2/2014), adjusted to reflect the fees and expenses of the Investor shares. As of December 31, 2020, The WCM Alternatives: Credit Event Fund was rated against the following number of U.S.-domiciled Long-Short Credit Funds over the following time period: 43 funds in the last three years. With respect to these funds, The Institutional and Investor Class received 5 stars, respectively. © 2020 Morningstar, Inc. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete, or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results.
Absolute return strategies are not intended to outperform stocks and bonds during strong market rallies. An absolute return fund may not achieve its goals and may underperform during periods of strong positive market performance.
A number of the comments in this document are based on current expectations and are considered “forward-looking statements”. Actual future results, however, may prove to be different from expectations. The opinions expressed are a reflection of Westchester Capital Management’s best judgment at the time this document is compiled and any obligation to update or alter forward-looking statements as a result of new information, future events, or otherwise is disclaimed. Furthermore, these views are not intended to predict or guarantee the future performance of any individual security, asset class, or markets generally, nor are they intended to predict the future performance of any Westchester Capital Management account, portfolio or fund.
Definitions: The S&P 500 Index is a broad-based unmanaged index of 500 stocks, which is widely recognized as representative of the equity market in general; The Bloomberg Barclays Aggregate Bond Index is an intermediate-term index comprised of investment-grade bonds. The Bloomberg Barclays US Corporate High Yield Bond Index measures the USD-denominated, high yield, fixed-rate corporate bond market. Securities are classified as high yield if the middle rating of Moody’s, Fitch, and S&P is Ba1/BB+/BB+ or below. The Morningstar Category: US Fund Market Neutral is comprised of a universe of funds with similar investment objectives. The Morningstar Category: The US Fund MultiAlternative encompasses funds that have a majority of their assets exposed to alternative strategies and include both funds with static allocations to alternative strategies and funds tactically allocating among alternative strategies and asset classes. The ICE BofA Merrill Lynch US 3-Month Treasury Bill Index is comprised of a single issue purchased at the beginning of the month and held for a full month. Indices are unavailable for direct investment. The Dow Jones Industrial Average, or simply the Dow, is a stock market index that shows how 30 large, publicly owned companies based in the United States have traded during a standard trading session in the stock market. Nasdaq is a global electronic marketplace for buying and selling securities, as well as the benchmark index for U.S. technology stocks. Indices are unavailable for direct investment. The Wilshire Liquid Alternative Event Driven IndexSM measures the performance of the event-driven strategy component of The Wilshire Liquid Alternative IndexSM. Event-driven strategies predominantly invest in companies involved in corporate transactions such as mergers, restructuring, distressed, buy-backs, or other capital structure changes. The Wilshire Liquid Alternative Event Driven Index (WLIQAED) is designed to provide a broad measure of the liquid alternative event-driven market. HFRX Event Driven Index is comprised of investment Managers who maintain positions in companies currently or prospectively involved in corporate transactions of a wide variety including but not limited to mergers, restructurings, financial distress, tender offers, shareholder buybacks, debt exchanges, security issuance or other capital structure adjustments. DOJ or The United States Department of Justice Antitrust Division is a law enforcement agency responsible for enforcing the antitrust laws of the United States. Standard Deviation is the degree to which returns vary relative to the average return: The higher the standard deviation, the greater the variability of the investment. Beta is a measure of the fund’s sensitivity to market movements.
A portfolio with a beta greater than 1 is more volatile than the market and a portfolio with a beta less than 1 is less volatile than the market; Correlation is calculated using R-Squared; which is a measure that represents the percentage of a fund’s movements that can be explained by movements in a benchmark index. A fund with low R-squared doesn’t act much like the index; A special purpose acquisition company (SPAC) is a corporation formed by private individuals to facilitate investment through an initial public offering (IPO). The proceeds are used to buy one or more existing companies Alpha is used in finance as a measure of performance, indicating when a strategy, trader, or portfolio manager has managed to beat the market return over some period. Alpha, often considered the active return on an investment, gauges the performance of an investment against a market index or benchmark that is considered to represent the market’s movement as a whole.
The Merger Fund®, WCM Alternatives: Event-Driven Fund, and WCM Alternatives: Credit Event Fund are distributed by Compass Distributors, LLC. The Merger Fund VL is available through variable products offered by third-party insurance companies and is not affiliated with Compass Distributors, LLC.
DEAL COMPOSITION
The Merger Fund (Unaudited)
| Type of Buyer | | | | Deal Terms* | | | |
| Strategic | 96.9% | | | Cash | 53.1% | | |
| Financial | 3.1% | | | Stock with Fixed Exchange Ratio | 22.0% | | |
| | | | | Cash & Stock | 18.8% | | |
| By Deal Type | | | | Stock and Stub(1) | 6.1% | | |
| Friendly | 100.0% | | | Stock with Flexible | | | |
| Hostile | —% | | | Exchange Ratio (Collar) | —% | ** | |
* | Data expressed as a percentage of long common stock, corporate bonds and swap contract positions as of December 31, 2020. |
** | Less than 0.05%. |
(1) | “Stub” includes assets other than cash and stock (e.g., escrow notes). |
PORTFOLIO COMPOSITION*
The Merger Fund (Unaudited)
By Sector
By Region
* | Data expressed as a percentage of long common stocks, private investments in public equity, preferred stocks, contingent value rights, rights, warrants, bank loans, convertible bonds, corporate bonds and long total return swap contract positions as of December 31, 2020. Data expressed excludes special purpose acquisition companies, escrow notes, short-term investments, investments purchased with the cash proceeds from securities lending collateral, securities sold short, written and purchased options, forward currency exchange contracts and short total return swap contracts (which in total represents 31.7% of the Fund’s net assets as of December 31, 2020). Please refer to the Schedule of Investments for more details on the Fund’s individual holdings. |
PORTFOLIO COMPOSITION*
WCM Alternatives: Event-Driven Fund (Unaudited)
By Region
* | Data expressed as a percentage of long common stocks, private investments in public equity, closed-end funds, preferred stocks, contingent value rights, rights, warrants, bank loans, corporate bonds and long total return swap contract positions as of December 31, 2020. Data expressed excludes special purpose acquisition companies, escrow notes, short-term investments, securities sold short, written and purchased options, forward currency exchange contracts and short total return swap contracts (which in total represents 36.2% of the Fund’s net assets as of December 31, 2020). Please refer to the Schedule of Investments for more details on the Fund’s individual holdings. |
PORTFOLIO COMPOSITION*
WCM Alternatives: Credit Event Fund (Unaudited)
By Sector
By Region
* | Data expressed as a percentage of long common stocks, private investments in public equity, preferred stocks, rights, warrants, bank loans, convertible bonds, corporate bonds and long total return swap contract positions as of December 31, 2020. Data expressed excludes special purpose acquisition companies, escrow notes, short-term investments, securities sold short, written options and short total return swap contracts (which in total represents 33.5% of the Fund’s net assets as of December 31, 2020). Please refer to the Schedule of Investments 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, doing business as U.S. Bank Global Fund Services (“Fund Services”).
COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT
IN THE MERGER FUND AND THE ICE BofA INDEX (Unaudited)
THE MERGER FUND
AVERAGE ANNUAL TOTAL RETURNS
as of December 31, 2020
| 1 Yr. | 3 Yr. | 5 Yr. | 10 Yr. |
Investor Class | 4.87% | 6.17% | 4.68% | 3.27% |
ICE BofA Index | 0.67% | 1.61% | 1.20% | 0.64% |
| | | | |
| | | | Since |
| | | | Inception |
| 1 Yr. | 3 Yr. | 5 Yr | (8/1/2013) |
Institutional Class | 5.15% | 6.47% | 5.00% | 3.80% |
ICE BofA Index | 0.67% | 1.61% | 1.20% | 0.82% |
This chart assumes an initial gross investment of $10,000 made on December 31, 2010. Returns shown include the reinvestment of all dividends. Past performance is not predictive of future performance. The graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions or upon redemption of fund shares. Investment return and principal value will fluctuate, so that your shares, when redeemed, may be worth more or less than the original cost.
The ICE BofA Merrill Lynch 3-Month U.S. Treasury Bill Index (“ICE BofA Index”) is comprised of a single issue purchased at the beginning of the month and held for a full month. At the end of the month that issue is sold and rolled into a newly selected issue. The issue selected at each month-end rebalancing is the outstanding U.S. Treasury Bill that matures closest to, but not beyond, three months from the rebalancing date. To qualify for selection, an issue must have settled on or before the month-end rebalancing date. The index is unmanaged and does not include any expenses, fees or sales charges. It is not possible to invest directly in an index.
COMPARISON OF CHANGE IN VALUE OF $1,000,000 INVESTMENT
IN THE WCM ALTERNATIVES: EVENT-DRIVEN FUND AND
THE ICE BofA INDEX (Unaudited)
WCM ALTERNATIVES: EVENT-DRIVEN FUND
AVERAGE ANNUAL TOTAL RETURNS
as of December 31, 2020
| | | | Since |
| | | | Inception |
| 1 Yr. | 3 Yr. | 5 Yr. | (1/2/2014) |
Institutional Class | 6.55% | 7.62% | 6.07% | 4.55% |
ICE BofA Index | 0.67% | 1.61% | 1.20% | 0.87% |
| | | | |
| | | | Since |
| | | | Inception |
| | 1 Yr. | 3 Yr. | (3/22/2017) |
Investor Class | | 6.30% | 7.30% | 6.79% |
ICE BofA Index | | 0.67% | 1.61% | 1.48% |
This chart assumes an initial gross investment of $1,000,000 made on January 2, 2014. Returns shown include the reinvestment of all dividends. Past performance is not predictive of future performance. The graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions or upon redemptions of fund shares. Investment return and principal value will fluctuate, so that your shares, when redeemed, may be worth more or less than the original cost.
COMPARISON OF CHANGE IN VALUE OF $1,000,000 INVESTMENT
IN THE WCM ALTERNATIVES: CREDIT EVENT FUND AND
THE ICE BofA INDEX (Unaudited)
WCM ALTERNATIVES: CREDIT EVENT FUND
AVERAGE ANNUAL TOTAL RETURNS
as of December 31, 2020
| | | Since |
| | | Inception |
| 1 Yr. | 3 Yr. | (12/29/2017) |
Institutional Class | 15.89% | 8.28% | 8.27% |
ICE BofA Index | 0.67% | 1.61% | 1.60% |
| | | |
| | | Since |
| | | Inception |
| 1 Yr. | 3 Yr. | (12/29/2017) |
Investor Class | 15.99% | 8.12% | 8.10% |
ICE BofA Index | 0.67% | 1.61% | 1.60% |
This chart assumes an initial gross investment of $1,000,000 made on December 29, 2017. Returns shown include the reinvestment of all dividends. Past performance is not predictive of future performance. The graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions or upon redemptions of fund shares. Investment return and principal value will fluctuate, so that your shares, when redeemed, may be worth more or less than the original cost.
The Merger Fund and Westchester Capital Funds
EXPENSE EXAMPLE
December 31, 2020 (Unaudited)
As a shareholder of The Merger Fund, WCM Alternatives: Event-Driven Fund and/or WCM Alternatives: Credit Event Fund (the “Funds”), you incur two types of costs: (1) transaction costs and (2) ongoing costs, including management fees, and other Fund specific expenses. The expense example is intended to help a shareholder understand ongoing costs (in dollars) of investing in the Fund(s) 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 most recent six-month period.
The Actual Expenses comparison provides information about actual account values and actual expenses. A shareholder may use the information in this line, together with the amount invested, to estimate the expenses paid over the period. A shareholder may divide his/her account value by $1,000 (e.g., 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 paid on his/her account during this period. The example below includes, among other fees, management fees, fund accounting, custody and transfer agent fees. However, the example does not include portfolio trading commissions and related expenses or extraordinary expenses.
The Hypothetical Example for Comparison Purposes provides information about hypothetical account values and hypothetical expenses based on each Fund’s actual expense ratios and assumed rates of return of 5% per year before expenses, which are not the Fund’s actual returns. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses paid for the period. A shareholder may use this information to compare the ongoing costs of investing in the Funds and other funds. To do so, a shareholder would compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.
The expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemptions fees, or exchange fees. Therefore, the Hypothetical Example for Comparison Purposes is useful in comparing ongoing costs only, and will not help to determine the relevant total costs of owning different funds. In addition, if these transactional costs were included, shareholder costs would have been higher.
The Merger Fund and Westchester Capital Funds
EXPENSE EXAMPLE (continued)
December 31, 2020 (Unaudited)
| Annualized | Beginning | Ending | Expenses Paid |
| Net Expense | Account | Account | During Period |
| Ratio | Value | Value | 7/1/20- |
| 12/31/20 | 7/1/20 | 12/31/20 | 12/31/20(1) |
The Merger Fund | | | | |
Investor Class | | | | |
Actual Expenses(2)(3) | 1.47% | $1,000.00 | $1,049.90 | $7.57 |
Hypothetical Example for | | | | |
Comparison Purposes | | | | |
(5% return before | | | | |
expenses)(3) | 1.47% | $1,000.00 | $1,017.75 | $7.46 |
Institutional Class | | | | |
Actual Expenses(2)(3) | 1.19% | $1,000.00 | $1,051.50 | $6.14 |
Hypothetical Example for | | | | |
Comparison Purposes | | | | |
(5% return before | | | | |
expenses)(3) | 1.19% | $1,000.00 | $1,019.15 | $6.04 |
| | | | |
| Annualized | Beginning | Ending | Expenses Paid |
| Net Expense | Account | Account | During Period |
| Ratio | Value | Value | 7/1/20- |
| 12/31/20 | 7/1/20 | 12/31/20 | 12/31/20(1) |
WCM Alternatives: Event-Driven Fund | | | | |
Investor Class | | | | |
Actual Expenses(2)(4) | 1.94% | $1,000.00 | $1,142.10 | $10.45 |
Hypothetical Example for | | | | |
Comparison Purposes | | | | |
(5% return before | | | | |
expenses)(4) | 1.94% | $1,000.00 | $1,015.38 | $9.83 |
Institutional Class | | | | |
Actual Expenses(2)(4) | 1.69% | $1,000.00 | $1,143.30 | $9.10 |
Hypothetical Example for | | | | |
Comparison Purposes | | | | |
(5% return before | | | | |
expenses)(4) | 1.69% | $1,000.00 | $1,016.64 | $8.57 |
The Merger Fund and Westchester Capital Funds
EXPENSE EXAMPLE (continued)
December 31, 2020 (Unaudited)
| Annualized | Beginning | Ending | Expenses Paid |
| Net Expense | Account | Account | During Period |
| Ratio | Value | Value | 7/1/20- |
| 12/31/20 | 7/1/20 | 12/31/20 | 12/31/20(1) |
WCM Alternatives: Credit Event Fund | | | | |
Investor Class | | | | |
Actual Expenses(2)(5) | 17.55% | $1,000.00 | $1,225.70 | $98.19 |
Hypothetical Example for | | | | |
Comparison Purposes | | | | |
(5% return before | | | | |
expenses)(5) | 17.55% | $1,000.00 | $ 936.91 | $85.45 |
Institutional Class | | | | |
Actual Expenses(2)(5) | 5.69% | $1,000.00 | $1,228.20 | $31.87 |
Hypothetical Example for | | | | |
Comparison Purposes | | | | |
(5% return before | | | | |
expenses)(5) | 5.69% | $1,000.00 | $ 996.53 | $28.56 |
(1) | Expenses are equal to the Fund’s annualized net expense ratio, multiplied by the average account value over the period, multiplied by 184/366 to reflect the one-half year period. |
(2) | Based on the actual returns of 4.99%, 5.15%, 14.21%, 14.33%, 22.57% and 22.82% for the six-month period ended December 31, 2020 for The Merger Fund Investor and Institutional Classes, WCM Alternatives: Event-Driven Fund Investor and Institutional Classes and WCM Alternatives: Credit Event Fund Investor and Institutional Classes, respectively. |
(3) | Excluding dividends and interest and borrowing expense on securities sold short, your actual cost of investment and your hypothetical cost of investment would have been $7.52 and $7.41, respectively in The Merger Fund Investor Class and $6.08 and $5.99, respectively in The Merger Fund Institutional Class. |
(4) | Excluding dividends and interest and borrowing expense on securities sold short, your actual cost of investment and your hypothetical cost of investment would have been $9.80 and $9.22, respectively in WCM Alternatives: Event-Driven Fund Investor Class and $8.46 and $7.96, respectively in WCM Alternatives: Event-Driven Fund Institutional Class. |
(5) | Excluding interest on securities sold short, borrowing expense on securities sold short and interest on reverse repurchase agreements, your actual cost of investment and your hypothetical cost of investment would have been $10.57 and $9.58, respectively in WCM Alternatives: Credit Event Fund Investor Class and $9.19 and $8.31, respectively in WCM Alternatives: Credit Event Fund Institutional Class. |
The Merger Fund
SCHEDULE OF INVESTMENTS
December 31, 2020
| | Shares | | | Value | |
LONG INVESTMENTS — 92.09% | | | | | | |
| | | | | | |
COMMON STOCKS — 53.85% | | | | | | |
| | | | | | |
AEROSPACE & DEFENSE — 0.54% | | | | | | |
Aerojet Rocketdyne Holdings, Inc. (o) | | | 373,838 | | | $ | 19,757,338 | |
| | | | | | | | |
APPLICATION SOFTWARE — 4.70% | | | | | | | | |
Pluralsight, Inc. Class A (a)(j) | | | 175,300 | | | | 3,674,288 | |
RealPage, Inc. (a)(j) | | | 340,599 | | | | 29,713,857 | |
Slack Technologies, Inc. Class A (a)(o) | | | 3,244,701 | | | | 137,056,170 | |
| | | | | | | 170,444,315 | |
ASSET MANAGEMENT & | | | | | | | | |
CUSTODY BANKS — 3.62% | | | | | | | | |
Eaton Vance Corporation | | | 1,854,135 | | | | 125,951,391 | |
Waddell & Reed | | | | | | | | |
Financial, Inc. Class A (o) | | | 215,109 | | | | 5,478,826 | |
| | | | | | | 131,430,217 | |
BIOTECHNOLOGY — 3.09% | | | | | | | | |
Alexion Pharmaceuticals, Inc. (a) | | | 716,832 | | | | 111,997,832 | |
| | | | | | | | |
CABLE & SATELLITE — 0.00% | | | | | | | | |
Liberty Broadband | | | | | | | | |
Corporation Class C (a) | | | 1 | | | | 158 | |
| | | | | | | | |
CHEMICALS — 0.30% | | | | | | | | |
DuPont de Nemours, Inc. (e)(j)(o) | | | 152,435 | | | | 10,839,653 | |
| | | | | | | | |
CONSTRUCTION MACHINERY | | | | | | | | |
& HEAVY TRUCKS — 2.79% | | | | | | | | |
Navistar International Corporation (a) | | | 2,303,023 | | | | 101,240,891 | |
| | | | | | | | |
ELECTRONIC EQUIPMENT | | | | | | | | |
& INSTRUMENTS — 0.94% | | | | | | | | |
Fitbit, Inc. Class A (a)(e)(j) | | | 5,032,213 | | | | 34,219,048 | |
| | | | | | | | |
HEALTH CARE EQUIPMENT — 5.00% | | | | | | | | |
Varian Medical Systems, Inc. (a)(e) | | | 1,037,433 | | | | 181,561,149 | |
| | | | | | | | |
INSURANCE BROKERS — 5.66% | | | | | | | | |
Willis Towers Watson plc (b)(e) | | | 974,619 | | | | 205,332,731 | |
| | | | | | | | |
INTEGRATED TELECOMMUNICATION | | | | | | | | |
SERVICES — 0.20% | | | | | | | | |
Cincinnati Bell, Inc. (a) | | | 470,972 | | | | 7,196,452 | |
| | | | | | | | |
INTERACTIVE MEDIA & SERVICES — 0.98% | | | | | | | | |
58.Com, Inc. — ADR (a)(d)(g)(l) | | | 1,188,994 | | | | 33,291,832 | |
Sogou, Inc. — ADR (a)(o) | | | 262,475 | | | | 2,139,171 | |
| | | | | | | 35,431,003 | |
The accompanying notes are an integral part of these financial statements.
The Merger Fund
SCHEDULE OF INVESTMENTS (continued)
December 31, 2020
| | Shares | | | Value | |
INTERNET & DIRECT | | | | | | |
MARKETING RETAIL — 2.40% | | | | | | |
Grubhub, Inc. (a)(f) | | | 1,167,626 | | | $ | 87,163,281 | |
| | | | | | | | |
IT CONSULTING & | | | | | | | | |
OTHER SERVICES — 1.16% | | | | | | | | |
Virtusa Corporation (a) | | | 826,388 | | | | 42,253,219 | |
| | | | | | | | |
LIFE & HEALTH INSURANCE — 0.05% | | | | | | | | |
American Equity Investment | | | | | | | | |
Life Holding Company (j) | | | 19,338 | | | | 534,889 | |
Genworth Financial, Inc. Class A (a) | | | 306,379 | | | | 1,158,113 | |
| | | | | | | 1,693,002 | |
MULTI-LINE INSURANCE — 1.72% | | | | | | | | |
National General | | | | | | | | |
Holdings Corporation (j)(o) | | | 1,828,200 | | | | 62,487,876 | |
| | | | | | | | |
OIL & GAS EXPLORATION | | | | | | | | |
& PRODUCTION — 2.07% | | | | | | | | |
Concho Resources, Inc. (e) | | | 1,288,724 | | | | 75,197,045 | |
| | | | | | | | |
PACKAGED FOOD — 0.06% | | | | | | | | |
Whole Earth Brands, Inc. (a)(o) | | | 214,260 | | | | 2,335,434 | |
| | | | | | | | |
REITs — 0.14% | | | | | | | | |
Broadmark Realty Capital, Inc. (o) | | | 501,551 | | | | 5,115,820 | |
| | | | | | | | |
RESEARCH & CONSULTING | | | | | | | | |
SERVICES — 3.26% | | | | | | | | |
IHS Markit Ltd. (b) | | | 1,319,266 | | | | 118,509,665 | |
| | | | | | | | |
SEMICONDUCTORS — 9.23% | | | | | | | | |
Inphi Corporation (a)(e) | | | 760,261 | | | | 121,999,083 | |
Maxim Integrated Products, Inc. | | | 1,365,185 | | | | 121,023,650 | |
Xilinx, Inc. | | | 648,166 | | | | 91,890,494 | |
| | | | | | | 334,913,227 | |
SPECIALTY STORES — 4.67% | | | | | | | | |
Tiffany & Company (e) | | | 1,288,209 | | | | 169,335,073 | |
| | | | | | | | |
WIRELESS TELECOMMUNICATION | | | | | | | | |
SERVICES — 1.27% | | | | | | | | |
NTT DOCOMO, Inc. (b)(f) | | | 1,223,804 | | | | 46,223,772 | |
TOTAL COMMON STOCKS | | | | | | | | |
(Cost $1,860,171,719) | | | | | | | 1,954,678,201 | |
The accompanying notes are an integral part of these financial statements.
The Merger Fund
SCHEDULE OF INVESTMENTS (continued)
December 31, 2020
| | Shares/Units | | | Value | |
SPECIAL PURPOSE ACQUISITION | | | | | | |
COMPANIES — 11.24% (a) | | | | | | |
ACE Convergence Acquisition | | | | | | |
Corporation Class A (b) | | | 218,144 | | | $ | 2,229,432 | |
Ajax I Class A (b) | | | 1,524,076 | | | | 18,913,783 | |
Altitude Acquisition Corporation | | | 602,638 | | | | 6,237,303 | |
Apollo Strategic Growth Capital Class A (b) | | | 979,645 | | | | 10,707,520 | |
Artius Acquisition, Inc. Class A (b) | | | 850,379 | | | | 9,039,529 | |
Ascendant Digital Acquisition | | | | | | | | |
Corporation Class A (b) | | | 510,783 | | | | 5,240,634 | |
Avanti Acquisition Corporation (b) | | | 250,000 | | | | 2,710,000 | |
Avanti Acquisition Corporation Class A (b) | | | 359,156 | | | | 3,692,124 | |
Bespoke Capital Acquisition | | | | | | | | |
Corporation Class A (b) | | | 1,606,109 | | | | 16,302,006 | |
BowX Acquisition Corporation | | | 496,900 | | | | 5,316,830 | |
Burgundy Technology | | | | | | | | |
Acquisition Corporation (b) | | | 60,045 | | | | 677,308 | |
Burgundy Technology Acquisition | | | | | | | | |
Corporation Class A (b) | | | 1,078,246 | | | | 11,224,541 | |
CC Neuberger Principal | | | | | | | | |
Holdings I Class A (b)(o) | | | 743,462 | | | | 8,059,128 | |
CC Neuberger Principal | | | | | | | | |
Holdings II Class A (b) | | | 803,979 | | | | 8,361,382 | |
CHP Merger Corporation Class A | | | 72,104 | | | | 739,787 | |
Churchill Capital Corporation II Class A | | | 795,537 | | | | 8,233,808 | |
Churchill Capital Corporation IV Class A | | | 1,138,230 | | | | 11,393,682 | |
Cohn Robbins Holdings | | | | | | | | |
Corporation Class A (b) | | | 1,235,487 | | | | 12,861,420 | |
CONX Corporation | | | 613,768 | | | | 6,413,876 | |
Crescent Acquisition Corporation Class A | | | 200,238 | | | | 2,092,487 | |
D8 Holdings Corporation Class A (b) | | | 158,600 | | | | 1,611,376 | |
DFP Healthcare Acquisitions | | | | | | | | |
Corporation Class A | | | 59,130 | | | | 638,604 | |
dMY Technology Group, Inc. II Class A | | | 126,883 | | | | 2,231,872 | |
dMY Technology Group, Inc. III | | | 179,281 | | | | 2,043,803 | |
E.Merge Technology Acquisition | | | | | | | | |
Corporation Class A | | | 1,187,298 | | | | 12,146,059 | |
Equity Distribution | | | | | | | | |
Acquisition Corporation | | | 1 | | | | 11 | |
Equity Distribution Acquisition | | | | | | | | |
Corporation Class A | | | 299,245 | | | | 3,064,269 | |
Falcon Capital Acquisition | | | | | | | | |
Corporation Class A (o) | | | 780,190 | | | | 8,223,203 | |
The accompanying notes are an integral part of these financial statements.
The Merger Fund
SCHEDULE OF INVESTMENTS (continued)
December 31, 2020
| | Shares/Units | | | Value | |
Fintech Acquisition Corporation IV Class A | | | 45,320 | | | $ | 512,116 | |
FirstMark Horizon Acquisition | | | | | | | | |
Corporation Class A | | | 286,400 | | | | 3,264,960 | |
Foley Trasimene Acquisition | | | | | | | | |
Corporation Class A | | | 602,581 | | | | 6,736,856 | |
FTAC Olympus Acquisition | | | | | | | | |
Corporation Class A (b) | | | 503,518 | | | | 5,186,235 | |
Fusion Acquisition Corporation Class A | | | 213,484 | | | | 2,412,369 | |
Galileo Acquisition Corporation (b) | | | 112,274 | | | | 1,145,195 | |
GigCapital3, Inc. (o) | | | 140,368 | | | | 1,850,050 | |
Golden Falcon Acquisition Corporation | | | 345,675 | | | | 3,595,020 | |
Gores Holdings IV, Inc. Class A (j) | | | 123,207 | | | | 1,617,708 | |
Gores Holdings V, Inc. | | | 188,872 | | | | 2,034,151 | |
Gores Holdings V, Inc. Class A | | | 386,307 | | | | 4,017,593 | |
GS Acquisition Holdings | | | | | | | | |
Corporation II Class A | | | 941,519 | | | | 10,262,557 | |
Healthcare Services | | | | | | | | |
Acquisition Corporation | | | 450,509 | | | | 4,604,202 | |
Highcape Capital | | | | | | | | |
Acquisition Corporation | | | 1 | | | | 10 | |
Highcape Capital Acquisition | | | | | | | | |
Corporation Class A (f) | | | 181,806 | | | | 1,858,966 | |
Highland Transcend | | | | | | | | |
Partners I Corporation (b) | | | 20,847 | | | | 218,893 | |
Holicity, Inc. | | | 16,514 | | | | 171,559 | |
Holicity, Inc. Class A | | | 190,982 | | | | 1,930,828 | |
HPX Corporation Class A (b)(o) | | | 49,224 | | | | 493,224 | |
Hudson Executive Investment | | | | | | | | |
Corporation Class A | | | 456,081 | | | | 4,930,236 | |
InterPrivate Acquisition Corporation | | | 73,939 | | | | 1,075,073 | |
Juniper Industrial | | | | | | | | |
Holdings, Inc. Class A (o) | | | 770,141 | | | | 8,248,210 | |
Landcadia Holdings III, Inc. | | | 175,000 | | | | 1,954,750 | |
LGL Systems Acquisition | | | | | | | | |
Corporation Class A | | | 506,660 | | | | 5,127,399 | |
Lionheart Acquisition Corporation II | | | 99,008 | | | | 1,030,673 | |
Live Oak Acquisition Corporation II | | | 8,000 | | | | 86,800 | |
Mercer Park Brand Acquisition | | | | | | | | |
Company Class A (b) | | | 2,000,000 | | | | 20,160,000 | |
Merida Merger Corporation I | | | 240,205 | | | | 2,450,091 | |
Montes Archimedes | | | | | | | | |
Acquisition Corporation | | | 202,265 | | | | 2,123,782 | |
The accompanying notes are an integral part of these financial statements.
The Merger Fund
SCHEDULE OF INVESTMENTS (continued)
December 31, 2020
| | Shares/Units | | | Value | |
Motive Capital Corporation (b) | | | 416,213 | | | $ | 4,386,885 | |
New Providence Acquisition | | | | | | | | |
Corporation Class A (o) | | | 289,242 | | | | 3,927,906 | |
Oaktree Acquisition | | | | | | | | |
Corporation Class A (b) | | | 12,699 | | | | 185,405 | |
One Class A (b) | | | 80,000 | | | | 861,600 | |
Osprey Technology Acquisition | | | | | | | | |
Corporation Class A | | | 166,839 | | | | 1,746,804 | |
Pershing Square Tontine | | | | | | | | |
Holdings Ltd. Class A | | | 81,009 | | | | 2,245,569 | |
Prime Impact Acquisition I (b) | | | 3,935 | | | | 41,750 | |
Prime Impact Acquisition I Class A (b) | | | 454,200 | | | | 4,587,420 | |
QELL Acquisition Corporation (b) | | | 224,197 | | | | 2,970,610 | |
RedBall Acquisition | | | | | | | | |
Corporation Class A (b) | | | 363,449 | | | | 3,957,960 | |
Replay Acquisition Corporation (b)(o) | | | 239,995 | | | | 2,495,948 | |
Revolution Acceleration | | | | | | | | |
Acquisition Corporation | | | 92,152 | | | | 959,302 | |
Senior Connect Acquisition | | | | | | | | |
Corporation I | | | 317,259 | | | | 3,264,595 | |
Social Capital Hedosophia Holdings | | | | | | | | |
Corporation III Class A (b) | | | 51,732 | | | | 867,546 | |
Spartan Acquisition Corporation II (o) | | | 588,579 | | | | 6,356,653 | |
Sports Entertainment | | | | | | | | |
Acquisition Corporation | | | 151,381 | | | | 1,627,346 | |
Sports Entertainment | | | | | | | | |
Acquisition Corporation Class A | | | 503,854 | | | | 5,099,002 | |
Subversive Capital Acquisition | | | | | | | | |
Corporation Class A (b)(n) | | | 3,038,321 | | | | 30,747,809 | |
Tailwind Acquisition | | | | | | | | |
Corporation Class A | | | 1,073,615 | | | | 11,154,860 | |
Thunder Bridge | | | | | | | | |
Acquisition II Ltd. Class A (b) | | | 344,781 | | | | 4,558,005 | |
Tortoise Acquisition Corporation II (b) | | | 3 | | | | 34 | |
Tortoise Acquisition | | | | | | | | |
Corporation II Class A (b) | | | 88,524 | | | | 942,781 | |
TPG Pace Tech Opportunities | | | | | | | | |
Corporation (b)(o) | | | 20,583 | | | | 233,823 | |
TPG Pace Tech Opportunities | | | | | | | | |
Corporation Class A (b) | | | 86,393 | | | | 958,962 | |
Trebia Acquisition Corporation | | | | | | | | |
Class A (b) | | | 677,869 | | | | 7,314,207 | |
The accompanying notes are an integral part of these financial statements.
The Merger Fund
SCHEDULE OF INVESTMENTS (continued)
December 31, 2020
| | Shares/Units | | | Value | |
Tuscan Holdings Corporation II | | | 331,070 | | | $ | 3,645,081 | |
TWC Tech Holdings II | | | | | | | | |
Corporation Class A (o) | | | 384,687 | | | | 4,050,754 | |
Union Acquisition Corporation II (b) | | | 940 | | | | 9,776 | |
VG Acquisition Corporation Class A (b) | | | 306,225 | | | | 3,500,152 | |
Vy Global Growth (b) | | | 295,779 | | | | 3,182,582 | |
Vy Global Growth Class A (b)(o) | | | 343,625 | | | | 3,580,573 | |
Yucaipa Acquisition | | | | | | | | |
Corporation Class A (b) | | | 878,969 | | | | 8,877,587 | |
TOTAL SPECIAL PURPOSE ACQUISITION | | | | | | | | |
COMPANIES (Cost $381,257,810) | | | | | | | 407,844,570 | |
| | | | | | | | |
| | Shares | | | | | |
PRIVATE INVESTMENT | | | | | | | | |
IN PUBLIC EQUITY — 0.39% (a)(d)(g) | | | | | | | | |
Porch Group, Inc. (m) | | | 102,469 | | | | 1,316,009 | |
QuantumScape Corporation (p) | | | 168,500 | | | | 12,806,843 | |
TOTAL PRIVATE INVESTMENT | | | | | | | | |
IN PUBLIC EQUITY (Cost $2,709,690) | | | | | | | 14,122,852 | |
| | | | | | | | |
PREFERRED STOCKS — 0.09% (f) | | | | | | | | |
Taubman Centers, Inc., 6.250%, Series J | | | 68,608 | | | | 1,723,240 | |
Taubman Centers, Inc., 6.500%, Series J | | | 68,418 | | | | 1,718,788 | |
TOTAL PREFERRED STOCKS | | | | | | | | |
(Cost $3,458,425) | | | | | | | 3,442,028 | |
| | | | | | | | |
CONTINGENT VALUE RIGHTS — 0.10% (a)(f) | | | | | | | | |
Alder Biopharmaceuticals, Inc. | | | 2,217,560 | | | | 3,049,145 | |
Ligand Pharmaceuticals | | | 468,741 | | | | 527,334 | |
Media General, Inc. (e) | | | 891,153 | | | | 35,646 | |
TOTAL CONTINGENT VALUE RIGHTS | | | | | | | | |
(Cost $0) | | | | | | | 3,612,125 | |
| | | | | | | | |
RIGHTS — 0.01% (a) | | | | | | | | |
Bristol-Myers Squibb Company | | | 453,175 | | | | 312,736 | |
TOTAL RIGHTS (Cost $1,595,530) | | | | | | | 312,736 | |
| | | | | | | | |
WARRANTS — 0.36% (a) | | | | | | | | |
ACE Convergence Acquisition | | | | | | | | |
Corporation Class A | | | | | | | | |
Expiration: September 2027, | | | | | | | | |
Exercise Price: $11.50 (b) | | | 109,072 | | | | 151,610 | |
The accompanying notes are an integral part of these financial statements.
The Merger Fund
SCHEDULE OF INVESTMENTS (continued)
December 31, 2020
| | Shares | | | Value | |
AerSale Corporation | | | | | | |
Expiration: December 2025, | | | | | | |
Exercise Price: $11.50 | | | 204,085 | | | $ | 379,598 | |
Akazoo S.A. | | | | | | | | |
Expiration: December 2024, | | | | | | | | |
Exercise Price: $11.50 (b)(d)(g) | | | 238,850 | | | | — | |
Apex Technology Acquisition | | | | | | | | |
Corporation Class A | | | | | | | | |
Expiration: September 2026, | | | | | | | | |
Exercise Price: $11.50 | | | 151,125 | | | | 646,815 | |
Artius Acquisition, Inc. Class A | | | | | | | | |
Expiration: July 2026, | | | | | | | | |
Exercise Price: $11.50 (b) | | | 161,646 | | | | 355,621 | |
Ascendant Digital Acquisition | | | | | | | | |
Corporation Class A | | | | | | | | |
Expiration: December 2025, | | | | | | | | |
Exercise Price: $11.50 (b) | | | 198,832 | | | | 340,003 | |
CC Neuberger Principal Holdings I Class A | | | | | | | | |
Expiration: December 2025, | | | | | | | | |
Exercise Price: $11.50 (b) | | | 2,266 | | | | 5,325 | |
CC Neuberger Principal Holdings II Class A | | | | | | | | |
Expiration: July 2025, | | | | | | | | |
Exercise Price: $11.50 (b) | | | 27,923 | | | | 47,469 | |
CEC Brands LLC | | | | | | | | |
Expiration: December 2022, | | | | | | | | |
Exercise Price: $21.88 (d)(g) | | | 189,648 | | | | 184,100 | |
CHP Merger Corporation Class A | | | | | | | | |
Expiration: November 2024, | | | | | | | | |
Exercise Price: $11.50 | | | 36,052 | | | | 46,868 | |
Churchill Capital Corporation IV Class A | | | | | | | | |
Expiration: September 2025, | | | | | | | | |
Exercise Price: $11.50 | | | 227,646 | | | | 346,022 | |
Cohn Robbins Holdings Corporation Class A | | | | | | | | |
Expiration: August 2025, | | | | | | | | |
Exercise Price: $11.50 (b) | | | 297,617 | | | | 535,711 | |
D8 Holdings Corporation Class A | | | | | | | | |
Expiration: August 2027, | | | | | | | | |
Exercise Price: $11.50 (b) | | | 79,300 | | | | 83,265 | |
Dragoneer Growth Opportunities | | | | | | | | |
Corporation Class A | | | | | | | | |
Expiration: August 2025, | | | | | | | | |
Exercise Price: $11.50 (b) | | | 1,200 | | | | 5,136 | |
The accompanying notes are an integral part of these financial statements.
The Merger Fund
SCHEDULE OF INVESTMENTS (continued)
December 31, 2020
| | Shares | | | Value | |
E.Merge Technology Acquisition | | | | | | |
Corporation Class A | | | | | | |
Expiration: July 2025, | | | | | | |
Exercise Price: $11.50 | | | 395,766 | | | $ | 597,607 | |
Equity Distribution Acquisition | | | | | | | | |
Corporation Class A | | | | | | | | |
Expiration: September 2025, | | | | | | | | |
Exercise Price: $11.50 | | | 17,660 | | | | 31,604 | |
Falcon Capital Acquisition | | | | | | | | |
Corporation Class A | | | | | | | | |
Expiration: August 2027, | | | | | | | | |
Exercise Price: $11.50 | | | 46,682 | | | | 100,366 | |
Fintech Acquisition Corporation IV Class A | | | | | | | | |
Expiration: December 2025, | | | | | | | | |
Exercise Price: $11.50 | | | 66,666 | | | | 145,998 | |
Foley Trasimene Acquisition | | | | | | | | |
Corporation Class A | | | | | | | | |
Expiration: July 2025, | | | | | | | | |
Exercise Price: $11.50 | | | 109,651 | | | | 277,417 | |
FTAC Olympus Acquisition | | | | | | | | |
Corporation Class A | | | | | | | | |
Expiration: August 2025, | | | | | | | | |
Exercise Price: $11.50 (b) | | | 154,088 | | | | 292,767 | |
Fusion Acquisition Corporation Class A | | | | | | | | |
Expiration: June 2027, | | | | | | | | |
Exercise Price: $11.50 | | | 106,742 | | | | 273,259 | |
Galileo Acquisition Corporation | | | | | | | | |
Expiration: October 2026, | | | | | | | | |
Exercise Price: $11.50 (b) | | | 112,274 | | | | 94,310 | |
GCM Grosvenor, Inc. Class A | | | | | | | | |
Expiration: November 2025, | | | | | | | | |
Exercise Price: $11.50 | | | 180,158 | | | | 323,654 | |
GigCapital3, Inc. | | | | | | | | |
Expiration: July 2025, | | | | | | | | |
Exercise Price: $11.50 | | | 186,401 | | | | 650,539 | |
GS Acquisition Holdings Corporation II | | | | | | | | |
Expiration: August 2025, | | | | | | | | |
Exercise Price: $11.50 | | | 23,805 | | | | 60,941 | |
Highcape Capital Acquisition | | | | | | | | |
Corporation Class A | | | | | | | | |
Expiration: September 2027, | | | | | | | | |
Exercise Price: $11.50 | | | 60,602 | | | | 69,086 | |
The accompanying notes are an integral part of these financial statements.
The Merger Fund
SCHEDULE OF INVESTMENTS (continued)
December 31, 2020
| | Shares | | | Value | |
HPX Corporation Class A | | | | | | |
Expiration: July 2025, | | | | | | |
Exercise Price: $11.50 (b) | | | 24,612 | | | $ | 26,337 | |
International General | | | | | | | | |
Insurance Holdings Ltd. | | | | | | | | |
Expiration: March 2025, | | | | | | | | |
Exercise Price: $11.50 (b) | | | 311,172 | | | | 245,826 | |
InterPrivate Acquisition Corporation | | | | | | | | |
Expiration: October 2024, | | | | | | | | |
Exercise Price: $11.50 | | | 179,977 | | | | 737,906 | |
Juniper Industrial Holdings, Inc. Class A | | | | | | | | |
Expiration: November 2026, | | | | | | | | |
Exercise Price: $11.50 | | | 408,887 | | | | 752,352 | |
KLDiscovery, Inc. | | | | | | | | |
Expiration: December 2025, | | | | | | | | |
Exercise Price: $11.50 | | | 677,651 | | | | 189,742 | |
LGL Systems Acquisition | | | | | | | | |
Corporation Class A | | | | | | | | |
Expiration: November 2026, | | | | | | | | |
Exercise Price: $11.50 | | | 253,330 | | | | 410,395 | |
Longview Acquisition Corporation Class A | | | | | | | | |
Expiration: June 2025, | | | | | | | | |
Exercise Price: $11.50 | | | 238,984 | | | | 1,574,905 | |
Merida Merger Corporation I | | | | | | | | |
Expiration: November 2026, | | | | | | | | |
Exercise Price: $11.50 | | | 120,103 | | | | 120,103 | |
New Providence Acquisition | | | | | | | | |
Corporation Class A | | | | | | | | |
Expiration: September 2024, | | | | | | | | |
Exercise Price: $11.50 | | | 181,710 | | | | 686,864 | |
One Class A | | | | | | | | |
Expiration: August 2025, | | | | | | | | |
Exercise Price: $11.50 (b) | | | 20,000 | | | | 42,000 | |
Pershing Square Tontine | | | | | | | | |
Holdings Ltd. Class A | | | | | | | | |
Expiration: July 2025, | | | | | | | | |
Exercise Price: $23.00 | | | 9,001 | | | | 86,410 | |
Thunder Bridge Acquisition II Ltd. Class A | | | | | | | | |
Expiration: November 2026, | | | | | | | | |
Exercise Price: $11.50 (b) | | | 258,496 | | | | 955,143 | |
Tortoise Acquisition Corporation II Class A | | | | | | | | |
Expiration: June 2027, | | | | | | | | |
Exercise Price: $11.50 (b) | | | 22,131 | | | | 63,073 | |
The accompanying notes are an integral part of these financial statements.
The Merger Fund
SCHEDULE OF INVESTMENTS (continued)
December 31, 2020
| | Shares | | | Value | |
Trebia Acquisition Corporation Class A | | | | | | |
Expiration: December 2025, | | | | | | |
Exercise Price: $11.50 (b) | | | 124,430 | | | $ | 258,814 | |
Tuscan Holdings Corporation II | | | | | | | | |
Expiration: July 2025, | | | | | | | | |
Exercise Price: $11.50 | | | 165,535 | | | | 395,629 | |
VG Acquisition Corporation Class A | | | | | | | | |
Expiration: September 2025, | | | | | | | | |
Exercise Price: $11.50 (b) | | | 102,075 | | | | 270,499 | |
Whole Earth Brands, Inc. | | | | | | | | |
Expiration: June 2025, | | | | | | | | |
Exercise Price: $11.50 | | | 303,833 | | | | 419,290 | |
XL Fleet Corporation | | | | | | | | |
Expiration: June 2025, | | | | | | | | |
Exercise Price: $11.50 | | | 5,077 | | | | 41,124 | |
TOTAL WARRANTS | | | | | | | | |
(Cost $15,315,756) | | | | | | | 13,321,503 | |
| | | | | | | | |
| | Principal | | | | | |
| | Amount | | | | | |
BANK LOANS — 1.98% | | | | | | | | |
Cengage Learning Holdings II, Inc. | | | | | | | | |
5.250% (3 Month U.S. | | | | | | | | |
LIBOR + 4.250%), 6/7/2023 (f)(i) | | $ | 8,410,284 | | | | 8,089,684 | |
McGraw-Hill Global Education Holdings LLC | | | | | | | | |
5.000% (3 Month U.S. | | | | | | | | |
LIBOR + 4.000%), 5/4/2022 (f)(i) | | | 11,163,797 | | | | 10,905,635 | |
Refinitiv U.S. Holdings, Inc. | | | | | | | | |
3.396% (1 Month U.S. | | | | | | | | |
LIBOR + 3.250%), 10/1/2025 (f)(i) | | | 29,836,814 | | | | 29,824,432 | |
RentPath LLC | | | | | | | | |
8.000% (3 Month U.S. | | | | | | | | |
LIBOR + 4.750%), 12/17/2021 (f)(i)(k) | | | 9,499,000 | | | | 4,630,762 | |
8.000% (1 Month U.S. | | | | | | | | |
LIBOR + 7.000%), 12/14/2025 (f)(i) | | | 443,691 | | | | 414,851 | |
Watts Guerra LLP | | | | | | | | |
8.000%, 12/31/2022 (g) | | | 17,966,000 | | | | 17,966,000 | |
TOTAL BANK LOANS | | | | | | | | |
(Cost $75,985,214) | | | | | | | 71,831,364 | |
The accompanying notes are an integral part of these financial statements.
The Merger Fund
SCHEDULE OF INVESTMENTS (continued)
December 31, 2020
| | Principal | | | | |
| | Amount | | | Value | |
CONVERTIBLE BONDS — 0.21% (f) | | | | | | |
Macquarie Infrastructure Corporation | | | | | | |
2.000%, 10/1/2023 | | $ | 7,563,000 | | | $ | 7,544,113 | |
TOTAL CONVERTIBLE BONDS | | | | | | | | |
(Cost $7,415,904) | | | | | | | 7,544,113 | |
| | | | | | | | |
CORPORATE BONDS — 4.73% (f) | | | | | | | | |
Cincinnati Bell, Inc. | | | | | | | | |
7.000%, 7/15/2024 (h) | | | 2,935,000 | | | | 3,061,542 | |
8.000%, 10/15/2025 (h) | | | 11,838,000 | | | | 12,644,464 | |
EIG Investors Corporation | | | | | | | | |
10.875%, 2/1/2024 | | | 12,386,000 | | | | 12,852,023 | |
Gogo Intermediate Holdings LLC / | | | | | | | | |
Gogo Finance Company, Inc. | | | | | | | | |
9.875%, 5/1/2024 (h)(o) | | | 21,014,000 | | | | 22,539,932 | |
Ingram Micro, Inc. | | | | | | | | |
5.450%, 12/15/2024 | | | 16,898,000 | | | | 19,453,408 | |
Navistar International Corporation | | | | | | | | |
6.625%, 11/1/2025 (h) | | | 11,607,000 | | | | 12,174,582 | |
Nielsen Finance LLC / | | | | | | | | |
Nielsen Finance Company | | | | | | | | |
5.000%, 4/15/2022 (h) | | | 4,353,000 | | | | 4,368,802 | |
Parsley Energy LLC / | | | | | | | | |
Parsley Finance Corporation | | | | | | | | |
5.250%, 8/15/2025 (h) | | | 4,640,000 | | | | 4,844,160 | |
5.625%, 10/15/2027 (h)(o) | | | 23,707,000 | | | | 25,982,872 | |
Refinitiv U.S. Holdings, Inc. | | | | | | | | |
6.250%, 5/15/2026 (h)(o) | | | 4,570,000 | | | | 4,887,044 | |
8.250%, 11/15/2026 (h) | | | 25,653,000 | | | | 28,025,902 | |
Stars Group Holdings BV / | | | | | | | | |
Stars Group US Co-Borrower LLC | | | | | | | | |
7.000%, 7/15/2026 (b)(h) | | | 5,345,000 | | | | 5,635,634 | |
WPX Energy, Inc. | | | | | | | | |
5.875%, 6/15/2028 | | | 13,870,000 | | | | 15,136,331 | |
TOTAL CORPORATE BONDS | | | | | | | | |
(Cost $167,431,798) | | | | | | | 171,606,696 | |
The accompanying notes are an integral part of these financial statements.
The Merger Fund
SCHEDULE OF INVESTMENTS (continued)
December 31, 2020
| | Contracts | | | | | | | |
| | (100 shares | | | Notional | | | | |
| | per contract) | | | Amount | | | Value | |
PURCHASED OPTIONS — 0.05% (a) | | | | | | | | | |
| | | | | | | | | |
PURCHASED CALL OPTIONS — 0.01% (a) | | | | | | | | | |
CBOE Volatility Index | | | | | | | | | |
Expiration: January 2021, | | | | | | | | | |
Exercise Price: $30.00 | | | 883 | | | $ | 2,008,825 | | | $ | 114,790 | |
Maxim Integrated Products, Inc. | | | | | | | | | | | | |
Expiration: February 2021, | | | | | | | | | | | | |
Exercise Price: $70.00 | | | 188 | | | | 1,666,620 | | | | 358,140 | |
| | | | | | | | | | | 472,930 | |
PURCHASED PUT OPTIONS — 0.04% (a) | | | | | | | | | | | | |
DuPont de Nemours, Inc. | | | | | | | | | | | | |
Expiration: January 2021, | | | | | | | | | | | | |
Exercise Price: $52.50 | | | 1,524 | | | | 10,837,164 | | | | 7,620 | |
Expiration: February 2021, | | | | | | | | | | | | |
Exercise Price: $52.50 | | | 499 | | | | 3,548,389 | | | | 14,970 | |
iShares U.S. Medical Devices ETF | | | | | | | | | | | | |
Expiration: January 2021, | | | | | | | | | | | | |
Exercise Price: $295.00 | | | 1,666 | | | | 54,528,180 | | | | 95,795 | |
National General Holdings Corporation | | | | | | | | | | | | |
Expiration: January 2021, | | | | | | | | | | | | |
Exercise Price: $30.00 | | | 5,050 | | | | 17,260,900 | | | | 25,250 | |
SPDR S&P 500 ETF Trust | | | | | | | | | | | | |
Expiration: January 2021, | | | | | | | | | | | | |
Exercise Price: $360.00 | | | 1,773 | | | | 66,288,924 | | | | 352,827 | |
Expiration: January 2021, | | | | | | | | | | | | |
Exercise Price: $365.00 | | | 883 | | | | 33,013,604 | | | | 239,293 | |
Expiration: January 2021, | | | | | | | | | | | | |
Exercise Price: $370.00 | | | 2,210 | | | | 82,627,480 | | | | 833,170 | |
| | | | | | | | | | | 1,568,925 | |
TOTAL PURCHASED OPTIONS | | | | | | | | | | | | |
(Cost $7,021,048) | | | | | | | | | | | 2,041,855 | |
| | | | | | | | | | | | |
| | Shares | | | | | | | | | |
ESCROW NOTES — 5.27% (a)(f) | | | | | | | | | | | | |
Allergro Merger Corporation | | | 167,002 | | | | | | | | 4,259 | |
Altaba, Inc. | | | 13,137,705 | | | | | | | | 191,263,045 | |
AMR Corporation | | | 1,243,406 | | | | | | | | 105,689 | |
TOTAL ESCROW NOTES | | | | | | | | | | | | |
(Cost $134,581,282) | | | | | | | | | | | 191,372,993 | |
The accompanying notes are an integral part of these financial statements.
The Merger Fund
SCHEDULE OF INVESTMENTS (continued)
December 31, 2020
| | Shares | | | Value | |
SHORT-TERM INVESTMENTS — 13.81% | | | | | | |
| | | | | | |
MONEY MARKET FUNDS — 13.81% (c) | | | | | | |
Fidelity Institutional Government Portfolio, | | | | | | |
Institutional Share Class, 0.01% | | | 260,796 | | | $ | 260,796 | |
Goldman Sachs Government Fund, | | | | | | | | |
Institutional Share Class, 0.03% | | | 176,015,000 | | | | 176,015,000 | |
The Government & Agency Portfolio, | | | | | | | | |
Institutional Share Class, 0.03% | | | 148,901,575 | | | | 148,901,575 | |
JPMorgan U.S. Government Money Market | | | | | | | | |
Fund, Institutional Share Class, 0.03% | | | 176,015,000 | | | | 176,015,000 | |
TOTAL SHORT-TERM INVESTMENTS | | | | | | | | |
(Cost $501,192,371) | | | | | | | 501,192,371 | |
TOTAL LONG INVESTMENTS | | | | | | | | |
(Cost $3,158,136,547) — 92.09% | | | | | | | 3,342,923,407 | |
| | | | | | | | |
INVESTMENT OF CASH COLLATERAL | | | | | | | | |
FROM SECURITIES LOANED — 1.07% | | | | | | | | |
| | | | | | | | |
SHORT-TERM FUND — 1.07% (c) | | | | | | | | |
Mount Vernon Liquid Asset | | | | | | | | |
Portfolio LLC, 0.16% | | | 38,662,778 | | | | 38,662,778 | |
TOTAL SHORT-TERM FUND — | | | | | | | | |
(Cost $38,662,778) | | | | | | | 38,662,778 | |
TOTAL INVESTMENT OF CASH COLLATERAL | | | | | | | | |
FROM SECURITIES LOANED | | | | | | | | |
(Cost $38,662,778) — 1.07% | | | | | | | 38,662,778 | |
| | | | | | | | |
SHORT INVESTMENTS — (5.57)% | | | | | | | | |
| | | | | | | | |
COMMON STOCKS — (5.30)% | | | | | | | | |
| | | | | | | | |
APPLICATION SOFTWARE — (0.02)% | | | | | | | | |
Salesforce.com, Inc. | | | (3,495 | ) | | | (777,742 | ) |
| | | | | | | | |
FINANCIAL EXCHANGES & DATA — (3.39)% | | | | | | | | |
S&P Global, Inc. | | | (374,407 | ) | | | (123,078,813 | ) |
| | | | | | | | |
INVESTMENT BANKING | | | | | | | | |
& BROKERAGE — (0.19)% | | | | | | | | |
Morgan Stanley | | | (98,400 | ) | | | (6,743,352 | ) |
| | | | | | | | |
LIFE SCIENCES TOOLS & SERVICES — (0.11)% | | | | | | | | |
Qiagen N.V. (b) | | | (73,936 | ) | | | (3,907,518 | ) |
| | | | | | | | |
PHARMACEUTICALS — (1.02)% | | | | | | | | |
AstraZeneca plc — ADR | | | (740,212 | ) | | | (37,003,198 | ) |
The accompanying notes are an integral part of these financial statements.
The Merger Fund
SCHEDULE OF INVESTMENTS (continued)
December 31, 2020
| | Shares | | | Value | |
SEMICONDUCTORS — (0.57)% | | | | | | |
Advanced Micro Devices, Inc. | | | (131,743 | ) | | $ | (12,082,151 | ) |
Marvell Technology Group Ltd. (b) | | | (184,248 | ) | | | (8,759,150 | ) |
| | | | | | | (20,841,301 | ) |
TOTAL COMMON STOCKS | | | | | | | | |
(Proceeds $189,176,179) | | | | | | | (192,351,924 | ) |
| | | | | | | | |
| | Principal | | | | | |
| | Amount | | | | | |
CORPORATE BONDS — (0.27)% (f) | | | | | | | | |
Devon Energy Corporation | | | | | | | | |
5.850%, 12/15/2025 | | $ | (8,379,000 | ) | | | (9,852,349 | ) |
TOTAL CORPORATE BONDS | | | | | | | | |
(Proceeds $9,350,352) | | | | | | | (9,852,349 | ) |
TOTAL SHORT INVESTMENTS | | | | | | | | |
(Proceeds $198,526,531) — (5.57)% | | | | | | | (202,204,273 | ) |
TOTAL NET INVESTMENTS | | | | | | | | |
(Cost $2,998,272,794) — 87.59% | | | | | | | 3,179,381,912 | |
OTHER ASSETS IN | | | | | | | | |
EXCESS OF LIABILITIES — 12.41% | | | | | | | 450,274,830 | |
TOTAL NET ASSETS — 100.00% | | | | | | $ | 3,629,656,742 | |
ADR – American Depository Receipt
ETF – Exchange-Traded Fund
LIBOR – London Interbank Offered Rate
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 December 31, 2020. |
(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 contracts, 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) | 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 December 31, 2020, these securities represent 3.42% of total net assets. |
(i) | The coupon rate shown on variable rate securities represents the rate as of December 31, 2020. |
(j) | This security is held in connection with a written option contract. |
The accompanying notes are an integral part of these financial statements.
The Merger Fund
SCHEDULE OF INVESTMENTS (continued)
December 31, 2020
(k) | Default or other conditions exist and the security is not presently accruing income. |
(l) | Restricted security. The Fund may own investment securities that have other legal or contractual limitations, and thus are restricted as to resale. These securities are valued in accordance with the Fund’s pricing procedures (please see Note 2 in the Notes to the Financial Statements for more information). As of December 31, 2020, this common stock had a cost of $32,640,093 and its market value represented 0.92% of total net assets. The Fund’s adviser perfected its appraisal rights over this security as of 8/31/2020. |
(m) | Restricted security. The Fund may own investment securities that have other legal or contractual limitations, and thus are restricted as to resale. These securities are valued in accordance with the Fund’s pricing procedures (please see Note 2 in the Notes to the Financial Statements for more information). As of December 31, 2020, this common stock had a cost of $1,024,690 and its market value represented 0.04% of total net assets. |
(n) | Affiliated Issuer. Please see Note 9 in the Notes to the Financial Statements for more information. |
(o) | All or a portion of the shares was out on loan at December 31, 2020. Total loaned securities had a value of $37,664,058 at December 31, 2020. |
(p) | Restricted security. The Fund may own investment securities that have other legal or contractual limitations, and thus are restricted as to resale. These securities are valued in accordance with the Fund’s pricing procedures (please see Note 2 in the Notes to the Financial Statements for more information). As of December 31, 2020, this common stock had a cost of $1,685,000 and its market value represented 0.35% 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, doing business as U.S Bank Global Fund Services.
The accompanying notes are an integral part of these financial statements.
The Merger Fund
SCHEDULE OF INVESTMENTS (continued)
Open Written Options
December 31, 2020
| | Contracts | | | | | | | |
| | (100 shares | | | Notional | | | | |
| | per contract) | | | Amount | | | Value | |
WRITTEN CALL OPTIONS | | | | | | | | | |
American Equity Investment Life | | | | | | | | | |
Holding Company | | | | | | | | | |
Expiration: February 2021, | | | | | | | | | |
Exercise Price: $25.00 | | | (80 | ) | | $ | (221,280 | ) | | $ | (32,000 | ) |
Expiration: May 2021, | | | | | | | | | | | | |
Exercise Price: $25.00 | | | (112 | ) | | | (309,792 | ) | | | (47,040 | ) |
Analog Devices, Inc. | | | | | | | | | | | | |
Expiration: January 2021, | | | | | | | | | | | | |
Exercise Price: $115.00 | | | (22 | ) | | | (325,006 | ) | | | (72,006 | ) |
CBOE Volatility Index | | | | | | | | | | | | |
Expiration: January 2021, | | | | | | | | | | | | |
Exercise Price: $40.00 | | | (883 | ) | | | (2,008,825 | ) | | | (52,980 | ) |
DuPont de Nemours, Inc. | | | | | | | | | | | | |
Expiration: January 2021, | | | | | | | | | | | | |
Exercise Price: $57.50 | | | (1,025 | ) | | | (7,288,775 | ) | | | (1,404,250 | ) |
Expiration: February 2021, | | | | | | | | | | | | |
Exercise Price: $62.50 | | | (499 | ) | | | (3,548,389 | ) | | | (464,070 | ) |
Fitbit, Inc. Class A | | | | | | | | | | | | |
Expiration: January 2021, | | | | | | | | | | | | |
Exercise Price: $8.00 | | | (2,949 | ) | | | (2,005,320 | ) | | | (2,949 | ) |
Expiration: February 2021, | | | | | | | | | | | | |
Exercise Price: $8.00 | | | (9,691 | ) | | | (6,589,880 | ) | | | (29,073 | ) |
Expiration: February 2021, | | | | | | | | | | | | |
Exercise Price: $9.00 | | | (133 | ) | | | (90,440 | ) | | | (399 | ) |
Expiration: May 2021, | | | | | | | | | | | | |
Exercise Price: $8.00 | | | (983 | ) | | | (668,440 | ) | | | (6,389 | ) |
Expiration: May 2021, | | | | | | | | | | | | |
Exercise Price: $10.00 | | | (413 | ) | | | (280,840 | ) | | | (1,652 | ) |
Expiration: May 2021, | | | | | | | | | | | | |
Exercise Price: $12.00 | | | (2,952 | ) | | | (2,007,360 | ) | | | (5,904 | ) |
Gores Holdings IV, Inc. Class A | | | | | | | | | | | | |
Expiration: January 2021, | | | | | | | | | | | | |
Exercise Price: $12.50 | | | (553 | ) | | | (726,089 | ) | | | (82,950 | ) |
National General Holdings Corporation | | | | | | | | | | | | |
Expiration: January 2021, | | | | | | | | | | | | |
Exercise Price: $30.00 | | | (5,050 | ) | | | (17,260,900 | ) | | | (2,222,000 | ) |
Pluralsight, Inc. Class A | | | | | | | | | | | | |
Expiration: April 2021, | | | | | | | | | | | | |
Exercise Price: $20.00 | | | (1,753 | ) | | | (3,674,288 | ) | | | (184,065 | ) |
The accompanying notes are an integral part of these financial statements.
The Merger Fund
SCHEDULE OF INVESTMENTS (continued)
Open Written Options
December 31, 2020
| | Contracts | | | | | | | |
| | (100 shares | | | Notional | | | | |
| | per contract) | | | Amount | | | Value | |
RealPage, Inc. | | | | | | | | | |
Expiration: January 2021, | | | | | | | | | |
Exercise Price: $90.00 | | | (905 | ) | | $ | (7,895,220 | ) | | $ | (905 | ) |
Expiration: February 2021, | | | | | | | | | | | | |
Exercise Price: $90.00 | | | (1,262 | ) | | | (11,009,688 | ) | | | (22,085 | ) |
SPDR S&P 500 ETF Trust | | | | | | | | | | | | |
Expiration: January 2021, | | | | | | | | | | | | |
Exercise Price: $380.00 | | | (2,433 | ) | | | (90,965,004 | ) | | | (547,425 | ) |
| | | | | | |
|
| | | (5,178,142 | )
|
WRITTEN PUT OPTIONS | | | | | | | | | | | | |
CBOE Volatility Index | | | | | | | | | | | | |
Expiration: January 2021, | | | | | | | | | | | | |
Exercise Price: $20.00 | | | (883 | ) | | | (2,008,825 | ) | | | (52,980 | ) |
SPDR S&P 500 ETF Trust | | | | | | | | | | | | |
Expiration: January 2021, | | | | | | | | | | | | |
Exercise Price: $345.00 | | | (1,330 | ) | | | (49,726,040 | ) | | | (110,390 | ) |
Expiration: January 2021, | | | | | | | | | | | | |
Exercise Price: $350.00 | | | (3,093 | ) | | | (115,641,084 | ) | | | (337,137 | ) |
| | | | | | | | | | | (500,507 | ) |
TOTAL WRITTEN OPTIONS | | | | | | | | | | | | |
(Premiums received $5,561,867) | | | | | | | | | | $ | (5,678,649 | ) |
ETF – Exchange-Traded Fund
The accompanying notes are an integral part of these financial statements.
The Merger Fund
SCHEDULE OF INVESTMENTS (continued)
Forward Currency Exchange Contracts
December 31, 2020
| | | | | | | | USD Value at | | | | | | USD Value at | | Unrealized | |
Settlement | | | | Currency to | | December 31, | | Currency to | | December 31, | | Appreciation | |
Date | | Counterparty | | be Delivered | | 2020 | | be Received | | 2020 | | (Depreciation)* | |
4/9/21 | | JPM | | 43,612,586 | | AUD | | $ | 33,649,168 | | 31,253,667 | | USD | | $ | 31,253,667 | | $ | (2,395,501 | ) |
1/5/21 | | GS | | 27,470,033 | | EUR | | | 33,563,542 | | 32,507,625 | | USD | | | 32,507,625 | | | (1,055,917 | ) |
1/5/21 | | GS | | 3,537,771 | | USD | | | 3,537,771 | | 3,029,964 | | EUR | | | 3,702,083 | | | 164,312 | |
2/25/21 | | JPM | | 25,590,937 | | EUR | | | 31,303,209 | | 31,261,082 | | USD | | | 31,261,082 | | | (42,127 | ) |
2/25/21 | | GS | | 4,526,145 | | EUR | | | 5,536,447 | | 5,529,139 | | USD | | | 5,529,139 | | | (7,308 | ) |
3/17/21 | | GS | | 4,526,145 | | EUR | | | 5,539,003 | | 4,941,842 | | USD | | | 4,941,842 | | | (597,161 | ) |
3/17/21 | | GS | | 5,364,772 | | USD | | | 5,364,772 | | 4,526,145 | | EUR | | | 5,539,004 | | | 174,232 | |
5/17/21 | | JPM | | 7,708,853 | | EUR | | | 9,446,725 | | 9,478,303 | | USD | | | 9,478,303 | | | 31,578 | |
5/17/21 | | JPM | | 423,446 | | USD | | | 423,446 | | 344,415 | | EUR | | | 422,059 | | | (1,387 | ) |
6/16/21 | | GS | | 5,044,817 | | EUR | | | 6,186,156 | | 6,190,037 | | USD | | | 6,190,037 | | | 3,881 | |
5/12/21 | | GS | | 13,661,970 | | GBP | | | 18,696,842 | | 17,931,372 | | USD | | | 17,931,372 | | | (765,470 | ) |
5/12/21 | | GS | | 3,342,930 | | USD | | | 3,342,930 | | 2,495,674 | | GBP | | | 3,415,409 | | | 72,479 | |
5/12/21 | | JPM | | 405,993 | | GBP | | | 555,614 | | 530,357 | | USD | | | 530,357 | | | (25,257 | ) |
5/13/21 | | JPM | | 28,897,919 | | GBP | | | 39,547,907 | | 38,639,798 | | USD | | | 38,639,798 | | | (908,109 | ) |
5/18/21 | | JPM | | 79,747,854 | | GBP | | | 109,140,476 | | 106,053,499 | | USD | | | 106,053,499 | | | (3,086,977 | ) |
5/18/21 | | JPM | | 142,513 | | USD | | | 142,513 | | 106,583 | | GBP | | | 145,866 | | | 3,353 | |
1/11/21 | | JPM | | 40,459,802 | | HKD | | | 5,219,219 | | 5,218,732 | | USD | | | 5,218,732 | | | (487 | ) |
1/11/21 | | JPM | | 5,218,711 | | USD | | | 5,218,711 | | 40,459,802 | | HKD | | | 5,219,220 | | | 509 | |
1/15/21 | | JPM | | 154,000 | | HKD | | | 19,866 | | 19,862 | | USD | | | 19,862 | | | (4 | ) |
1/15/21 | | JPM | | 19,868 | | USD | | | 19,868 | | 154,000 | | HKD | | | 19,866 | | | (2 | ) |
2/19/21 | | JPM | | 4,261,230 | | HKD | | | 549,755 | | 549,255 | | USD | | | 549,255 | | | (500 | ) |
2/19/21 | | JPM | | 549,767 | | USD | | | 549,767 | | 4,261,230 | | HKD | | | 549,754 | | | (13 | ) |
3/2/21 | | JPM | | 122,422,380 | | HKD | | | 15,794,473 | | 15,792,885 | | USD | | | 15,792,885 | | | (1,588 | ) |
5/4/21 | | JPM | | 45,712,379 | | HKD | | | 5,897,589 | | 5,897,430 | | USD | | | 5,897,430 | | | (159 | ) |
3/11/21 | | JPM | | 6,753,185,400 | | JPY | | | 65,455,539 | | 64,933,318 | | USD | | | 64,933,318 | | | (522,221 | ) |
The accompanying notes are an integral part of these financial statements.
The Merger Fund
SCHEDULE OF INVESTMENTS (continued)
Forward Currency Exchange Contracts
December 31, 2020
| | | | | | | | USD Value at | | | | | | USD Value at | | Unrealized | |
Settlement | | | | Currency to | | December 31, | | Currency to | | December 31, | | Appreciation | |
Date | | Counterparty | | be Delivered | | 2020 | | be Received | | 2020 | | (Depreciation)* | |
6/23/21 | | JPM | | 282,237,400 | | JPY | | $ | 2,739,263 | | 2,721,454 | | USD | | $ | 2,721,454 | | $ | (17,809 | ) |
3/9/21 | | GS | | 10,303,700 | | SEK | | | 1,253,259 | | 1,245,153 | | USD | | | 1,245,153 | | | (8,106 | ) |
| | | | | | | | $ | 408,693,830 | | | | | | $ | 399,708,071 | | $ | (8,985,759 | ) |
AUD – Australian Dollar
EUR – Euro
GBP – British Pound
GS – Goldman, Sachs & Co.
HKD – Hong Kong Dollar
JPM – JPMorgan Chase & Co., Inc.
JPY – Japanese Yen
SEK – Swedish Krona
USD – U.S. Dollar
* | Net unrealized appreciation (depreciation) is a receivable (payable). |
The accompanying notes are an integral part of these financial statements.
The Merger Fund
SCHEDULE OF INVESTMENTS (continued)
Open Swap Contracts*
December 31, 2020
|
| | | Pay/Receive | | | | | | | | Unrealized | |
Counter- | | | Termination | on Financing | | Payment | | | | Notional | | Appreciation | |
party | | Security | Date | Rate | Financing Rate | Frequency | | Shares | | Amount | (Depreciation)** |
LONG TOTAL RETURN SWAP CONTRACTS | | | | | | | | | |
JPM | | Beijing Jingneng | | | | | | | | | | | |
| | Clean Energy | | | | | | | | | | | |
| | Company Ltd. Class H | 12/1/21 | Pay | 0.400% + 3 Month U.S. LIBOR | Quarterly | | 16,930,511 | | $ | 5,580,739 | | $ | (35,279 | ) |
BAML | | Bristol-Myers | | | | | | | | | | | | | |
| | Squibb Company | 12/22/21 | Pay | 0.750% + 1 Month U.S. LIBOR | Monthly | | 361,933 | | | 644,241 | | | (394,679 | ) |
JPM | | CAR, Inc. | 11/18/21 | Pay | 0.400% + 3 Month U.S. LIBOR | Quarterly | | 30,605,595 | | | 14,939,875 | | | (178,812 | ) |
JPM | | Coca-Cola Amatil Ltd. | 10/26/21 | Pay | 0.400% + 3 Month U.S. LIBOR | Quarterly | | 3,420,595 | | | 30,369,653 | | | 3,719,334 | |
BAML | | Fiat Chrysler | | | | | | | | | | | | | |
| | Automobiles N.V. | 2/13/21 | Pay | 0.444% + 1 Month U.S. LIBOR | Monthly | | 7,212,454 | | | 89,901,291 | | | 40,043,281 | |
GS | | G4S plc | 10/14/21 | Pay | 0.500% + 1 Month U.S. LIBOR | Monthly | | 5,160,870 | | | 14,820,539 | | | 3,088,041 | |
GS | | GrandVision N.V. | 1/7/21 | Pay | 0.500% + 1 Month U.S. LIBOR | Monthly | | 858,361 | | | 25,749,702 | | | 984,598 | |
JPM | | Groupe Bruxelles | | | | | | | | | | | | | |
| | Lambert S.A. | 7/20/21 | Pay | 0.400% + 3 Month U.S. LIBOR | Quarterly | | 108,734 | | | 9,441,329 | | | 1,643,562 | |
JPM | | Hitachi Metals Ltd. | 12/8/21 | Pay | 0.400% + 3 Month U.S. LIBOR | Quarterly | | 166,022 | | | 2,422,934 | | | 94,414 | |
JPM | | NTT DOCOMO, Inc. | 11/19/21 | Pay | 0.400% + 3 Month U.S. LIBOR | Quarterly | | 507,782 | | | 18,929,270 | | | 244,434 | |
JPM | | Qiagen N.V. | 7/23/21 | Pay | 0.400% + 3 Month U.S. LIBOR | Quarterly | | 67,200 | | | 3,269,539 | | | 281,029 | |
BAML | | Qiagen N.V. | 7/27/21 | Pay | 0.450% + 1 Month U.S. LIBOR | Monthly | | 710,699 | | | 34,719,951 | | | 2,832,550 | |
GS | | Recipharm AB Class B | 12/23/21 | Pay | 0.500% + 1 Month U.S. LIBOR | Monthly | | 46,835 | | | 1,233,196 | | | 15,633 | |
JPM | | RSA Insurance | | | | | | | | | | | | | |
| | Group plc | 11/6/21 | Pay | 0.300% + 3 Month U.S. LIBOR | Quarterly | | 11,626,451 | | | 103,308,862 | | | 4,368,385 | |
GS | | Saracen Mineral | | | | | | | | | | | | | |
| | Holdings Ltd. | 11/13/21 | Pay | 0.500% + 1 Month U.S. LIBOR | Monthly | | 5,951,719 | | | 22,414,349 | | | (623,361 | ) |
GS | | Siltronic AG | 12/4/21 | Pay | 0.500% + 1 Month U.S. LIBOR | Monthly | | 39,823 | | | 6,191,664 | | | 39,792 | |
JPM | | Suez | 10/9/21 | Pay | 0.400% + 3 Month U.S. LIBOR | Quarterly | | 437,117 | | | 8,149,723 | | | 510,158 | |
JPM | | William Hill plc | 9/25/21 | Pay | 0.300% + 3 Month U.S. LIBOR | Quarterly | | 5,791,874 | | | 21,254,659 | | | 133,166 | |
BAML | | William Hill plc | 11/16/21 | Pay | 0.450% + 1 Month U.S. LIBOR | Monthly | | 4,487,602 | | | 15,915,485 | | | 656,612 | |
The accompanying notes are an integral part of these financial statements.
The Merger Fund
SCHEDULE OF INVESTMENTS (continued)
Open Swap Contracts*
December 31, 2020
| | | Pay/Receive | | | | | | | | | | Unrealized | |
Counter- | | Termination | on Financing | | Payment | | | | | Notional | | | Appreciation | |
party | Security | Date | Rate | Financing Rate | Frequency | | Shares | | | Amount | | (Depreciation)** |
SHORT TOTAL RETURN SWAP CONTRACTS | | | | | | | | | | | |
JPM | Advanced Micro | | | | | | | | | | | | | |
| Devices, Inc. | 10/27/21 | Pay | (0.600)% + Overnight Banking Rate | Quarterly | | (487,051 | ) | | $ | (39,360,948 | ) | | $ | (5,316,165 | ) |
BAML | Advanced Micro | | | | | | | | | | | | | | | |
| Devices, Inc. | 11/11/21 | Pay | (0.400)% + 1 Month U.S. LIBOR | Monthly | | (497,833 | ) | | | (44,295,175 | ) | | | (1,365,033 | ) |
JPM | American Airlines | | | | | | | | | | | | | | | |
| Group, Inc. | 7/20/21 | Pay | (0.600)% + Overnight Banking Rate | Quarterly | | (11,395 | ) | | | (130,701 | ) | | | (49,031 | ) |
BAML | Analog Devices, Inc. | 7/30/21 | Pay | (0.400)% + 1 Month U.S. LIBOR | Monthly | | (869,665 | ) | | | (102,485,661 | ) | | | (25,999,378 | ) |
GS | Aon plc | 4/30/21 | Pay | (0.350)% + U.S. Federal Funds | Monthly | | (1,052,124 | ) | | | (209,954,683 | ) | | | (12,345,182 | ) |
GS | AstraZeneca plc | 12/15/21 | Pay | (0.350)% + U.S. Federal Funds | Monthly | | (782,559 | ) | | | (39,777,474 | ) | | | 654,311 | |
JPM | Basket of Swaps | 7/20/21 | Pay | (0.950)% + Overnight Banking Rate | Quarterly | | (81,360 | ) | | | (9,194,184 | ) | | | (1,725,778 | ) |
JPM | ConocoPhillips | 10/19/21 | Pay | (0.600)% + Overnight Banking Rate | Quarterly | | (1,881,537 | ) | | | (61,039,433 | ) | | | (14,218,220 | ) |
BAML | Just Eat Takeaway | 8/27/21 | Pay | (0.350)% + 1 Month U.S. LIBOR | Monthly | | (783,475 | ) | | | (85,924,336 | ) | | | (2,219,578 | ) |
BAML | Marvell Technology | | | | | | | | | | | | | | | |
| Group Ltd. | 10/29/21 | Pay | (0.400)% + 1 Month U.S. LIBOR | Monthly | | (1,581,933 | ) | | | (67,140,637 | ) | | | (8,067,534 | ) |
BAML | Morgan Stanley | 10/15/21 | Pay | (0.400)% + 1 Month U.S. LIBOR | Monthly | | (983,212 | ) | | | (58,074,848 | ) | | | (9,308,541 | ) |
GS | Northern Star | | | | | | | | | | | | | | | |
| Resources Ltd. | 11/13/21 | Pay | (0.400)% + U.S. Federal Funds | Monthly | | (2,239,631 | ) | | | (22,550,184 | ) | | | 637,062 | |
BAML | Peugeot S.A. | 2/13/21 | Pay | (0.350)% + 1 Month U.S. LIBOR | Monthly | | (4,133,320 | ) | | | (80,449,563 | ) | | | (33,460,766 | ) |
GS | Salesforce.com, Inc. | 12/4/21 | Pay | (0.350)% + U.S. Federal Funds | Monthly | | (248,361 | ) | | | (55,866,591 | ) | | | 594,300 | |
JPM | Unilever N.V. | 11/17/21 | Pay | (0.200)% + Overnight Banking Rate | Quarterly | | (117 | ) | | | (7,065 | ) | | | 37 | |
| | | | | | | | | | | | | | $ | (54,766,638 | ) |
BAML – Bank of America Merrill Lynch & Co., Inc. | Overnight Banking Rate – Overnight Banking Funding Rate |
GS – Goldman, Sachs & Co. | plc – Public Limited Company |
JPM – JPMorgan Chase & Co., Inc. | U.S. Federal Funds – U.S. Federal Funds Effective Rate |
LIBOR – London Interbank Offered Rate
* | There were no upfront premiums paid or received for the open swap contracts held. |
** | Based on the net swap value held at each counterparty, unrealized appreciation (depreciation) is a receivable (payable). |
The accompanying notes are an integral part of these financial statements.
WCM Alternatives: Event-Driven Fund
SCHEDULE OF INVESTMENTS
December 31, 2020
| | Shares | | | Value | |
LONG INVESTMENTS — 82.08% | | | | | | |
| | | | | | |
COMMON STOCKS — 23.02% (e) | | | | | | |
| | | | | | |
AEROSPACE & DEFENSE — 0.53% | | | | | | |
Aerojet Rocketdyne Holdings, Inc. | | | 26,292 | | | $ | 1,389,532 | |
| | | | | | | | |
AIR FREIGHT & LOGISTICS — 2.21% | | | | | | | | |
XPO Logistics, Inc. (a)(j) | | | 48,200 | | | | 5,745,440 | |
| | | | | | | | |
APPLICATION SOFTWARE — 0.79% | | | | | | | | |
RealPage, Inc. (a)(j) | | | 20,790 | | | | 1,813,720 | |
Slack Technologies, Inc. Class A (a) | | | 6,000 | | | | 253,440 | |
| | | | | | | 2,067,160 | |
BIOTECHNOLOGY — 0.47% | | | | | | | | |
Eidos Therapeutics, Inc. (a) | | | 9,361 | | | | 1,231,720 | |
| | | | | | | | |
BROADCASTING — 1.65% | | | | | | | | |
Discovery, Inc. Class C (a) | | | 98,734 | | | | 2,585,843 | |
Fox Corporation Class A (j) | | | 58,698 | | | | 1,709,286 | |
| | | | | | | 4,295,129 | |
CHEMICALS — 1.66% | | | | | | | | |
DuPont de Nemours, Inc. (j) | | | 60,614 | | | | 4,310,262 | |
| | | | | | | | |
COMMERCIAL SERVICES — 0.41% | | | | | | | | |
CoreLogic, Inc. | | | 13,796 | | | | 1,066,707 | |
| | | | | | | | |
CONSTRUCTION & ENGINEERING — 0.01% | | | | | | | | |
AECOM (a)(j) | | | 800 | | | | 39,824 | |
| | | | | | | | |
CONSTRUCTION MACHINERY | | | | | | | | |
& HEAVY TRUCKS — 0.09% | | | | | | | | |
Navistar International Corporation (a) | | | 5,335 | | | �� | 234,527 | |
| | | | | | | | |
DATA PROCESSING & | | | | | | | | |
OUTSOURCED SERVICES — 0.86% | | | | | | | | |
Concentrix Corporation (a) | | | 22,700 | | | | 2,240,490 | |
| | | | | | | | |
ELECTRONIC EQUIPMENT | | | | | | | | |
& INSTRUMENTS — 0.42% | | | | | | | | |
Fitbit, Inc. Class A (a)(j) | | | 159,937 | | | | 1,087,571 | |
Vontier Corporation (a) | | | 22 | | | | 735 | |
| | | | | | | 1,088,306 | |
HEALTH CARE EQUIPMENT — 0.09% | | | | | | | | |
Varian Medical Systems, Inc. (a) | | | 1,377 | | | | 240,989 | |
| | | | | | | | |
INDUSTRIAL MACHINERY — 1.00% | | | | | | | | |
Fortive Corporation (j) | | | 36,675 | | | | 2,597,323 | |
| | | | | | | | |
INSURANCE — 0.03% | | | | | | | | |
Syncora Holdings Ltd. (b) | | | 226,178 | | | | 73,508 | |
The accompanying notes are an integral part of these financial statements.
WCM Alternatives: Event-Driven Fund
SCHEDULE OF INVESTMENTS (continued)
December 31, 2020
| | Shares | | | Value | |
INSURANCE BROKERS — 0.13% | | | | | | |
Willis Towers Watson plc (b) | | | 1,593 | | | $ | 335,613 | |
| | | | | | | | |
INTEGRATED TELECOMMUNICATION | | | | | | | | |
SERVICES — 0.15% | | | | | | | | |
Cincinnati Bell, Inc. (a) | | | 24,903 | | | | 380,518 | |
| | | | | | | | |
INTERACTIVE MEDIA & SERVICES — 1.85% | | | | | | | | |
58.Com, Inc. — ADR (a)(d)(g)(l) | | | 115,604 | | | | 3,236,912 | |
IAC/InterActiveCorp (a)(j) | | | 4,078 | | | | 772,169 | |
Sogou, Inc. — ADR (a) | | | 97,660 | | | | 795,929 | |
| | | | | | | 4,805,010 | |
INTERNET & DIRECT MARKETING RETAIL — 0.00% | | | | | | | | |
Reebonz Holdings Ltd. (a)(b) | | | 597 | | | | 15 | |
| | | | | | | | |
IT CONSULTING & OTHER SERVICES — 1.26% | | | | | | | | |
Virtusa Corporation (a) | | | 64,003 | | | | 3,272,473 | |
| | | | | | | | |
LIFE & HEALTH INSURANCE — 0.08% | | | | | | | | |
American Equity Investment Life | | | | | | | | |
Holding Company (j) | | | 5,118 | | | | 141,564 | |
Genworth Financial, Inc. Class A (a) | | | 15,670 | | | | 59,232 | |
| | | | | | | 200,796 | |
MOVIES & ENTERTAINMENT — 0.25% | | | | | | | | |
The Madison Square Garden | | | | | | | | |
Company Class A (a) | | | 3,500 | | | | 644,350 | |
| | | | | | | | |
MULTI-LINE INSURANCE — 1.05% | | | | | | | | |
National General Holdings Corporation | | | 80,315 | | | | 2,745,167 | |
| | | | | | | | |
OIL & GAS EXPLORATION | | | | | | | | |
& PRODUCTION — 2.30% | | | | | | | | |
Concho Resources, Inc. | | | 102,456 | | | | 5,978,308 | |
| | | | | | | | |
OIL, GAS & CONSUMABLE FUELS — 0.80% | | | | | | | | |
Royal Dutch Shell plc Class B — ADR | | | 61,718 | | | | 2,074,342 | |
| | | | | | | | |
PACKAGED FOOD — 0.25% | | | | | | | | |
Whole Earth Brands, Inc. (a) | | | 58,700 | | | | 639,830 | |
| | | | | | | | |
RESEARCH & CONSULTING SERVICES — 0.58% | | | | | | | | |
IHS Markit Ltd. (b) | | | 16,701 | | | | 1,500,251 | |
| | | | | | | | |
ROAD & RAIL — 0.64% | | | | | | | | |
Kansas City Southern (j) | | | 8,215 | | | | 1,676,928 | |
| | | | | | | | |
SEMICONDUCTORS — 1.36% | | | | | | | | |
Inphi Corporation (a) | | | 8,812 | | | | 1,414,061 | |
Xilinx, Inc. | | | 15,001 | | | | 2,126,692 | |
| | | | | | | 3,540,753 | |
The accompanying notes are an integral part of these financial statements.
WCM Alternatives: Event-Driven Fund
SCHEDULE OF INVESTMENTS (continued)
December 31, 2020
| | Shares | | | Value | |
SPECIALTY STORES — 0.85% | | | | | | |
Tiffany & Company | | | 16,815 | | | $ | 2,210,332 | |
| | | | | | | | |
TECHNOLOGY DISTRIBUTORS — 0.71% | | | | | | | | |
SYNNEX Corporation (j) | | | 22,700 | | | | 1,848,688 | |
| | | | | | | | |
WIRELESS TELECOMMUNICATION | | | | | | | | |
SERVICES — 0.54% | | | | | | | | |
Vodafone Group plc — ADR (j) | | | 85,800 | | | | 1,413,984 | |
TOTAL COMMON STOCKS | | | | | | | | |
(Cost $54,730,518) | | | | | | | 59,888,275 | |
| | | | | | | | |
| | Shares/Units | | | | | |
SPECIAL PURPOSE ACQUISITION | | | | | | | | |
COMPANIES — 29.55% (a)(e) | | | | | | | | |
ACE Convergence Acquisition | | | | | | | | |
Corporation Class A (b) | | | 105,654 | | | | 1,079,784 | |
Ackrell Spac Partners I Company | | | 112,200 | | | | 1,154,538 | |
Ajax I Class A (b) | | | 265,967 | | | | 3,300,650 | |
Altitude Acquisition Corporation | | | 42,593 | | | | 440,838 | |
Apollo Strategic Growth Capital Class A (b) | | | 64,557 | | | | 705,608 | |
Artius Acquisition, Inc. Class A (b) | | | 146,583 | | | | 1,558,177 | |
Ascendant Digital Acquisition Corporation (b) | | | 17,172 | | | | 180,306 | |
Ascendant Digital Acquisition | | | | | | | | |
Corporation Class A (b) | | | 82,888 | | | | 850,431 | |
Avanti Acquisition Corporation (b) | | | 46,600 | | | | 505,144 | |
Avanti Acquisition Corporation Class A (b) | | | 125,208 | | | | 1,287,138 | |
Bespoke Capital Acquisition | | | | | | | | |
Corporation Class A (b) | | | 44,262 | | | | 449,259 | |
BowX Acquisition Corporation | | | 105,200 | | | | 1,125,640 | |
Bridgetown Holdings Ltd. Class A (b) | | | 85,299 | | | | 1,320,429 | |
Burgundy Technology Acquisition | | | | | | | | |
Corporation (b) | | | 25,936 | | | | 292,558 | |
Burgundy Technology Acquisition | | | | | | | | |
Corporation Class A (b) | | | 75,744 | | | | 788,495 | |
CC Neuberger Principal | | | | | | | | |
Holdings I Class A (b) | | | 309,082 | | | | 3,350,449 | |
CC Neuberger Principal | | | | | | | | |
Holdings II Class A (b) | | | 249,991 | | | | 2,599,906 | |
CHP Merger Corporation Class A | | | 40,120 | | | | 411,631 | |
Churchill Capital Corporation IV Class A | | | 84,480 | | | | 845,645 | |
Cohn Robbins Holdings Corporation Class A (b) | | | 110,022 | | | | 1,145,329 | |
CONX Corporation | | | 231,082 | | | | 2,414,807 | |
D8 Holdings Corporation Class A (b) | | | 10,300 | | | | 104,648 | |
The accompanying notes are an integral part of these financial statements.
WCM Alternatives: Event-Driven Fund
SCHEDULE OF INVESTMENTS (continued)
December 31, 2020
| | Shares/Units | | | Value | |
DFP Healthcare Acquisitions | | | | | | |
Corporation Class A | | | 120,954 | | | $ | 1,306,303 | |
dMY Technology Group, Inc. II Class A | | | 33,953 | | | | 597,233 | |
dMY Technology Group, Inc. III | | | 11,905 | | | | 135,717 | |
E.Merge Technology Acquisition | | | | | | | | |
Corporation Class A | | | 73,998 | | | | 757,000 | |
Falcon Capital Acquisition Corporation Class A | | | 149,611 | | | | 1,576,900 | |
Far Peak Acquisition Corporation (b) | | | 122,741 | | | | 1,270,369 | |
FirstMark Horizon Acquisition | | | | | | | | |
Corporation Class A | | | 14,900 | | | | 169,860 | |
Foley Trasimene Acquisition | | | | | | | | |
Corporation Class A | | | 46,263 | | | | 517,220 | |
Frazier Lifesciences Acquisition Corporation (b) | | | 11,289 | | | | 117,180 | |
FTAC Olympus Acquisition | | | | | | | | |
Corporation Class A (b) | | | 14,066 | | | | 144,880 | |
Fusion Acquisition Corporation Class A | | | 107,786 | | | | 1,217,982 | |
Galileo Acquisition Corporation (b) | | | 126,337 | | | | 1,288,637 | |
GigCapital3, Inc. | | | 16,870 | | | | 222,347 | |
Golden Falcon Acquisition Corporation | | | 125,275 | | | | 1,302,860 | |
Gores Holdings IV, Inc. Class A (j) | | | 68,101 | | | | 894,166 | |
Gores Holdings V, Inc. | | | 25,597 | | | | 275,680 | |
Gores Holdings V, Inc. Class A | | | 68,454 | | | | 711,922 | |
GS Acquisition Holdings Corporation II Class A | | | 165,888 | | | | 1,808,179 | |
Healthcare Services Acquisition Corporation | | | 128,000 | | | | 1,308,160 | |
Highcape Capital Acquisition Corporation | | | 1 | | | | 10 | |
Highcape Capital Acquisition | | | | | | | | |
Corporation Class A (f) | | | 99,999 | | | | 1,022,490 | |
Highland Transcend Partners I Corporation (b) | | | 20,000 | | | | 210,000 | |
Holicity, Inc. | | | 47,552 | | | | 494,003 | |
Holicity, Inc. Class A | | | 60,481 | | | | 611,463 | |
Hudson Executive Investment | | | | | | | | |
Corporation Class A | | | 125,119 | | | | 1,352,536 | |
InterPrivate Acquisition Corporation | | | 7,054 | | | | 102,565 | |
Jaws Spitfire Acquisition Corporation (b) | | | 14,836 | | | | 163,938 | |
Juniper Industrial Holdings, Inc. Class A | | | 165,386 | | | | 1,771,284 | |
LGL Systems Acquisition Corporation Class A | | | 119,152 | | | | 1,205,818 | |
Live Oak Acquisition Corporation II | | | 1,500 | | | | 16,275 | |
Longview Acquisition Corporation Class A | | | 36,618 | | | | 724,670 | |
Marquee Raine Acquisition Corporation (b) | | | 40,938 | | | | 443,359 | |
Montes Archimedes Acquisition Corporation | | | 119,313 | | | | 1,252,786 | |
Motive Capital Corporation (b) | | | 50,288 | | | | 530,036 | |
Oaktree Acquisition Corporation Class A (b) | | | 86,469 | | | | 1,262,447 | |
The accompanying notes are an integral part of these financial statements.
WCM Alternatives: Event-Driven Fund
SCHEDULE OF INVESTMENTS (continued)
December 31, 2020
| | Shares/Units | | | Value | |
One Class A (b) | | | 10,000 | | | $ | 107,700 | |
Pershing Square Tontine Holdings Ltd. Class A | | | 5,255 | | | | 145,669 | |
Prime Impact Acquisition I (b) | | | 13,873 | | | | 147,193 | |
Prime Impact Acquisition I Class A (b) | | | 108,775 | | | | 1,098,627 | |
QELL Acquisition Corporation (b) | | | 50,000 | | | | 662,500 | |
RedBall Acquisition Corporation Class A (b) | | | 39,449 | | | | 429,600 | |
Revolution Acceleration | | | | | | | | |
Acquisition Corporation | | | 6,522 | | | | 67,894 | |
Scion Tech Growth I (b) | | | 368,025 | | | | 3,798,017 | |
Senior Connect Acquisition Corporation I | | | 50,288 | | | | 517,464 | |
Social Capital Hedosophia Holdings | | | | | | | | |
Corporation III Class A (b) | | | 9,636 | | | | 161,596 | |
Spartan Acquisition Corporation II | | | 212,052 | | | | 2,290,162 | |
Sports Entertainment Acquisition Corporation | | | 51,745 | | | | 556,259 | |
Starboard Value Acquisition | | | | | | | | |
Corporation Class A | | | 88,104 | | | | 912,757 | |
Subversive Capital Acquisition | | | | | | | | |
Corporation Class A (b) | | | 292,679 | | | | 2,961,911 | |
Tailwind Acquisition Corporation Class A | | | 73,616 | | | | 764,870 | |
Tortoise Acquisition Corporation II Class A (b) | | | 50,000 | | | | 532,500 | |
TPG Pace Tech Opportunities Corporation (b) | | | 3,361 | | | | 38,181 | |
TPG Pace Tech Opportunities | | | | | | | | |
Corporation Class A (b) | | | 135,438 | | | | 1,503,362 | |
Trebia Acquisition Corporation Class A (b) | | | 131,943 | | | | 1,423,665 | |
Tuscan Holdings Corporation II | | | 146,060 | | | | 1,608,121 | |
TWC Tech Holdings II Corporation Class A | | | 129,413 | | | | 1,362,719 | |
VG Acquisition Corporation Class A (b) | | | 55,773 | | | | 637,485 | |
Vy Global Growth Class A (b) | | | 120,407 | | | | 1,254,641 | |
Yucaipa Acquisition Corporation Class A (b) | | | 119,136 | | | | 1,203,274 | |
TOTAL SPECIAL PURPOSE ACQUISITION | | | | | | | | |
COMPANIES (Cost $71,233,448) | | | | | | | 76,883,852 | |
| | | | | | | | |
| | Shares | | | | | |
PRIVATE INVESTMENT IN | | | | | | | | |
PUBLIC EQUITY — 2.00% (a)(d)(g) | | | | | | | | |
Porch Group, Inc. (m) | | | 65,471 | | | | 840,844 | |
QuantumScape Corporation (n) | | | 57,500 | | | | 4,370,287 | |
TOTAL PRIVATE INVESTMENT IN | | | | | | | | |
PUBLIC EQUITY (Cost $1,229,710) | | | | | | | 5,211,131 | |
| | | | | | | | |
CLOSED-END FUNDS — 2.82% | | | | | | | | |
Apollo Senior Floating Rate Fund, Inc. | | | 11,127 | | | | 160,229 | |
The accompanying notes are an integral part of these financial statements.
WCM Alternatives: Event-Driven Fund
SCHEDULE OF INVESTMENTS (continued)
December 31, 2020
| | Shares | | | Value | |
BlackRock Floating Rate Income | | | | | | |
Strategies Fund, Inc. | | | 9,611 | | | $ | 116,389 | |
BlackRock MuniYield Quality Fund III, Inc. | | | 77,879 | | | | 1,125,352 | |
Eaton Vance Floating-Rate Income Trust | | | 28,528 | | | | 375,429 | |
First Trust Senior Floating Rate Income Fund II | | | 5,810 | | | | 67,512 | |
Invesco Senior Income Trust | | | 64,480 | | | | 256,630 | |
Nuveen Intermediate Duration | | | | | | | | |
Municipal Term Fund (e) | | | 240,573 | | | | 3,339,153 | |
Nuveen Municipal Credit Income Fund | | | 48,255 | | | | 777,871 | |
Nuveen New York AMT-Free Quality | | | | | | | | |
Municipal Income Fund | | | 58,257 | | | | 788,217 | |
Voya Prime Rate Trust | | | 73,819 | | | | 329,971 | |
TOTAL CLOSED-END FUNDS | | | | | | | | |
(Cost $7,299,992) | | | | | | | 7,336,753 | |
| | | | | | | | |
PREFERRED STOCKS — 3.75% | | | | | | | | |
Fannie Mae, 8.250%, Series S (a) | | | 246,497 | | | | 2,114,944 | |
Freddie Mac, 8.375%, Series Z (a) | | | 290,851 | | | | 2,547,855 | |
GMAC Capital Trust I, | | | | | | | | |
6.007% (3 Month U.S. | | | | | | | | |
LIBOR +5.785%), 2/15/2040, Series 2 (i) | | | 39,471 | | | | 1,067,691 | |
Pebblebrook Hotel Trust, 6.375%, Series E | | | 3,515 | | | | 88,824 | |
Qurate Retail, Inc., 8.000%, Series A (e) | | | 28,181 | | | | 2,789,919 | |
Taubman Centers, Inc., 6.250%, Series J (f) | | | 22,792 | | | | 572,471 | |
Taubman Centers, Inc., 6.500%, Series J (f) | | | 22,753 | | | | 571,598 | |
TOTAL PREFERRED STOCKS | | | | | | | | |
(Cost $9,874,895) | | | | | | | 9,753,302 | |
| | | | | | | | |
CONTINGENT VALUE RIGHTS — 0.26% (a) | | | | | | | | |
Alder Biopharmaceuticals, Inc. (f) | | | 194,778 | | | | 267,820 | |
Ligand Pharmaceuticals (f) | | | 113,683 | | | | 127,893 | |
Media General, Inc. (e)(f) | | | 42,852 | | | | 1,714 | |
Pan American Silver Corporation (b) | | | 322,499 | | | | 266,062 | |
TOTAL CONTINGENT VALUE RIGHTS | | | | | | | | |
(Cost $209,293) | | | | | | | 663,489 | |
| | | | | | | | |
RIGHTS — 0.05% (a) | | | | | | | | |
Bristol-Myers Squibb Company | | | 169,085 | | | | 116,686 | |
TOTAL RIGHTS | | | | | | | | |
(Cost $587,514) | | | | | | | 116,686 | |
The accompanying notes are an integral part of these financial statements.
WCM Alternatives: Event-Driven Fund
SCHEDULE OF INVESTMENTS (continued)
December 31, 2020
| | Shares | | | Value | |
WARRANTS — 0.74% (a) | | | | | | |
ACE Convergence Acquisition | | | | | | |
Corporation Class A | | | | | | |
Expiration: September 2027, | | | | | | |
Exercise Price: $11.50 (b) | | | 52,827 | | | $ | 73,430 | |
AerSale Corporation | | | | | | | | |
Expiration: December 2025, | | | | | | | | |
Exercise Price: $11.50 | | | 15,759 | | | | 29,312 | |
Akazoo S.A. | | | | | | | | |
Expiration: December 2024, | | | | | | | | |
Exercise Price: $11.50 (b)(d)(g) | | | 35,748 | | | | — | |
Apex Technology Acquisition | | | | | | | | |
Corporation Class A | | | | | | | | |
Expiration: September 2026, | | | | | | | | |
Exercise Price: $11.50 | | | 14,741 | | | | 63,091 | |
Ascendant Digital Acquisition | | | | | | | | |
Corporation Class A | | | | | | | | |
Expiration: December 2025, | | | | | | | | |
Exercise Price: $11.50 (b) | | | 26,436 | | | | 45,206 | |
CC Neuberger Principal Holdings I Class A | | | | | | | | |
Expiration: December 2025, | | | | | | | | |
Exercise Price: $11.50 (b) | | | 9,343 | | | | 21,956 | |
CC Neuberger Principal Holdings II Class A | | | | | | | | |
Expiration: July 2025, | | | | | | | | |
Exercise Price: $11.50 (b) | | | 26,370 | | | | 44,829 | |
CEC Brands LLC | | | | | | | | |
Expiration: December 2022, | | | | | | | | |
Exercise Price: $21.88 (d)(g) | | | 45,120 | | | | 43,800 | |
CHP Merger Corporation Class A | | | | | | | | |
Expiration: November 2024, | | | | | | | | |
Exercise Price: $11.50 | | | 20,060 | | | | 26,078 | |
Churchill Capital Corporation IV Class A | | | | | | | | |
Expiration: September 2025, | | | | | | | | |
Exercise Price: $11.50 | | | 16,896 | | | | 25,682 | |
Cohn Robbins Holdings Corporation Class A | | | | | | | | |
Expiration: August 2025, | | | | | | | | |
Exercise Price: $11.50 (b) | | | 36,674 | | | | 66,013 | |
D8 Holdings Corporation Class A | | | | | | | | |
Expiration: August 2027, | | | | | | | | |
Exercise Price: $11.50 (b) | | | 5,150 | | | | 5,408 | |
The accompanying notes are an integral part of these financial statements.
WCM Alternatives: Event-Driven Fund
SCHEDULE OF INVESTMENTS (continued)
December 31, 2020
| | Shares | | | Value | |
Dragoneer Growth Opportunities | | | | | | |
Corporation Class A | | | | | | |
Expiration: August 2025, | | | | | | |
Exercise Price: $11.50 (b) | | | 800 | | | $ | 3,424 | |
E.Merge Technology Acquisition | | | | | | | | |
Corporation Class A | | | | | | | | |
Expiration: July 2025, | | | | | | | | |
Exercise Price: $11.50 | | | 24,666 | | | | 37,246 | |
Falcon Capital Acquisition Corporation Class A | | | | | | | | |
Expiration: August 2027, | | | | | | | | |
Exercise Price: $11.50 | | | 3,209 | | | | 6,899 | |
Foley Trasimene Acquisition Corporation Class A | | | | | | | | |
Expiration: July 2025, | | | | | | | | |
Exercise Price: $11.50 | | | 7,595 | | | | 19,215 | |
Fusion Acquisition Corporation Class A | | | | | | | | |
Expiration: June 2027, | | | | | | | | |
Exercise Price: $11.50 | | | 53,893 | | | | 137,966 | |
Galileo Acquisition Corporation | | | | | | | | |
Expiration: October 2026, | | | | | | | | |
Exercise Price: $11.50 (b) | | | 126,337 | | | | 106,123 | |
GCM Grosvenor, Inc. Class A | | | | | | | | |
Expiration: November 2025, | | | | | | | | |
Exercise Price: $11.50 | | | 50,877 | | | | 91,401 | |
GigCapital3, Inc. | | | | | | | | |
Expiration: July 2025, | | | | | | | | |
Exercise Price: $11.50 | | | 12,653 | | | | 44,159 | |
Highcape Capital Acquisition | | | | | | | | |
Corporation Class A | | | | | | | | |
Expiration: September 2027, | | | | | | | | |
Exercise Price: $11.50 | | | 33,333 | | | | 38,000 | |
Hudson Executive Investment | | | | | | | | |
Corporation Class A | | | | | | | | |
Expiration: June 2025, | | | | | | | | |
Exercise Price: $11.50 | | | 55,361 | | | | 95,442 | |
International General Insurance Holdings Ltd. | | | | | | | | |
Expiration: March 2025, | | | | | | | | |
Exercise Price: $11.50 (b) | | | 20,975 | | | | 16,570 | |
InterPrivate Acquisition Corporation | | | | | | | | |
Expiration: October 2024, | | | | | | | | |
Exercise Price: $11.50 | | | 13,141 | | | | 53,878 | |
Juniper Industrial Holdings, Inc. Class A | | | | | | | | |
Expiration: November 2026, | | | | | | | | |
Exercise Price: $11.50 | | | 82,693 | | | | 152,155 | |
The accompanying notes are an integral part of these financial statements.
WCM Alternatives: Event-Driven Fund
SCHEDULE OF INVESTMENTS (continued)
December 31, 2020
| | Shares | | | Value | |
Kaixin Auto Holdings | | | | | | |
Expiration: April 2024, | | | | | | |
Exercise Price: $11.50 (b) | | | 48,712 | | | $ | 7,321 | |
LGL Systems Acquisition Corporation Class A | | | | | | | | |
Expiration: November 2026, | | | | | | | | |
Exercise Price: $11.50 | | | 59,576 | | | | 96,513 | |
Longview Acquisition Corporation Class A | | | | | | | | |
Expiration: June 2025, | | | | | | | | |
Exercise Price: $11.50 | | | 16,429 | | | | 108,267 | |
One Class A | | | | | | | | |
Expiration: August 2025, | | | | | | | | |
Exercise Price: $11.50 (b) | | | 2,500 | | | | 5,250 | |
Pershing Square Tontine | | | | | | | | |
Holdings Ltd. Class A | | | | | | | | |
Expiration: July 2025, | | | | | | | | |
Exercise Price: $23.00 | | | 584 | | | | 5,605 | |
Reebonz Holdings Ltd. | | | | | | | | |
Expiration: December 2023, | | | | | | | | |
Exercise Price: $92.00 (b) | | | 23,859 | | | | 43 | |
SCVX Corporation | | | | | | | | |
Expiration: January 2025, | | | | | | | | |
Exercise Price: $11.50 (b) | | | 12,607 | | | | 21,432 | |
Tortoise Acquisition Corporation II Class A | | | | | | | | |
Expiration: June 2027, | | | | | | | | |
Exercise Price: $11.50 (b) | | | 12,500 | | | | 35,625 | |
Trebia Acquisition Corporation Class A | | | | | | | | |
Expiration: December 2025, | | | | | | | | |
Exercise Price: $11.50 (b) | | | 43,981 | | | | 91,480 | |
Tuscan Holdings Corporation II | | | | | | | | |
Expiration: July 2025, | | | | | | | | |
Exercise Price: $11.50 | | | 73,030 | | | | 174,542 | |
VG Acquisition Corporation Class A | | | | | | | | |
Expiration: September 2025, | | | | | | | | |
Exercise Price: $11.50 (b) | | | 18,591 | | | | 49,266 | |
Whole Earth Brands, Inc. | | | | | | | | |
Expiration: June 2025, | | | | | | | | |
Exercise Price: $11.50 | | | 40,886 | | | | 56,423 | |
XL Fleet Corporation | | | | | | | | |
Expiration: June 2025, | | | | | | | | |
Exercise Price: $11.50 | | | 4,057 | | | | 32,862 | |
TOTAL WARRANTS (Cost $3,118,748) | | | | | | | 1,931,912 | |
The accompanying notes are an integral part of these financial statements.
WCM Alternatives: Event-Driven Fund
SCHEDULE OF INVESTMENTS (continued)
December 31, 2020
| | Principal | | | | |
| | Amount | | | Value | |
BANK LOANS — 4.22% | | | | | | |
Cengage Learning Holdings II, Inc. | | | | | | |
5.250% (3 Month U.S. | | | | | | |
LIBOR + 4.250%), 6/7/2023 (f)(i) | | $ | 965,810 | | | $ | 928,993 | |
Claire’s Stores, Inc. | | | | | | | | |
6.646% (1 Month U.S. | | | | | | | | |
LIBOR + 6.500%), 12/18/2026 (f)(i) | | | 260,035 | | | | 221,030 | |
Heritage Power LLC | | | | | | | | |
7.000% (1 Month U.S. | | | | | | | | |
LIBOR + 6.000%), 8/2/2026 (f)(i) | | | 3,516,450 | | | | 3,340,628 | |
McGraw-Hill Global Education Holdings LLC | | | | | | | | |
5.000% (3 Month U.S. | | | | | | | | |
LIBOR + 4.000%), 5/4/2022 (f)(i) | | | 991,744 | | | | 968,810 | |
Refinitiv U.S. Holdings, Inc. | | | | | | | | |
3.396% (1 Month U.S. | | | | | | | | |
LIBOR + 3.250%), 10/1/2025 (f)(i) | | | 2,771,085 | | | | 2,769,935 | |
RentPath LLC | | | | | | | | |
8.000% (3 Month U.S. | | | | | | | | |
LIBOR + 4.750%), 12/17/2021 (f)(i)(k) | | | 2,956,000 | | | | 1,441,050 | |
8.000% (1 Month U.S. | | | | | | | | |
LIBOR + 7.000%), 12/14/2025 (f)(i) | | | 138,073 | | | | 129,098 | |
Watts Guerra LLP | | | | | | | | |
8.000%, 12/31/2022 (g) | | | 1,191,000 | | | | 1,191,000 | |
TOTAL BANK LOANS (Cost $12,291,851) | | | | | | | 10,990,544 | |
| | | | | | | | |
CORPORATE BONDS — 9.39% (f) | | | | | | | | |
APX Group, Inc. | | | | | | | | |
7.875%, 12/1/2022 (e) | | | 3,322,000 | | | | 3,336,534 | |
Bombardier, Inc. | | | | | | | | |
6.125%, 1/15/2023 (b)(h) | | | 756,000 | | | | 739,746 | |
7.875%, 4/15/2027 (b)(e)(h) | | | 1,474,000 | | | | 1,357,510 | |
Cincinnati Bell, Inc. | | | | | | | | |
7.000%, 7/15/2024 (h) | | | 1,059,000 | | | | 1,104,659 | |
EIG Investors Corporation | | | | | | | | |
10.875%, 2/1/2024 | | | 1,025,000 | | | | 1,063,566 | |
Genesis Energy LP / | | | | | | | | |
Genesis Energy Finance Corporation | | | | | | | | |
5.625%, 6/15/2024 | | | 3,324,000 | | | | 3,238,822 | |
Gogo Intermediate Holdings LLC / | | | | | | | | |
Gogo Finance Company, Inc. | | | | | | | | |
9.875%, 5/1/2024 (h) | | | 1,355,000 | | | | 1,453,393 | |
The accompanying notes are an integral part of these financial statements.
WCM Alternatives: Event-Driven Fund
SCHEDULE OF INVESTMENTS (continued)
December 31, 2020
| | Principal | | | | | | | |
| | Amount | | | | | | Value | |
Ingram Micro, Inc. | | | | | | | | | |
5.450%, 12/15/2024 | | $ | 1,019,000 | | | | | | $ | 1,173,099 | |
Navistar International Corporation | | | | | | | | | | | |
6.625%, 11/1/2025 (h) | | | 1,923,000 | | | | | | | 2,017,035 | |
Nielsen Finance LLC / Nielsen Finance Company | | | | | | | | | | | |
5.000%, 4/15/2022 (e)(h) | | | 1,440,000 | | | | | | | 1,445,227 | |
Parsley Energy LLC / | | | | | | | | | | | |
Parsley Finance Corporation | | | | | | | | | | | |
5.625%, 10/15/2027 (e)(h) | | | 3,044,000 | | | | | | | 3,336,224 | |
Refinitiv U.S. Holdings, Inc. | | | | | | | | | | | |
6.250%, 5/15/2026 (h) | | | 700,000 | | | | | | | 748,562 | |
8.250%, 11/15/2026 (h) | | | 2,756,000 | | | | | | | 3,010,930 | |
Stars Group Holdings BV / | | | | | | | | | | | |
Stars Group US Co-Borrower LLC | | | | | | | | | | | |
7.000%, 7/15/2026 (b)(h) | | | 390,000 | | | | | | | 411,206 | |
TOTAL CORPORATE BONDS | | | | | | | | | | | |
(Cost $23,355,005) | | | | | | | | | | 24,436,513 | |
| | | | | | | | | | | |
| | Contracts | | | | | | | | |
| | (100 shares | | | Notional | | | | | |
| | per contract) | | | Amount | | | | | |
PURCHASED OPTIONS — 0.26% (a) | | | | | | | | | | | |
| | | | | | | | | | | |
PURCHASED CALL OPTIONS — 0.01% (a) | | | | | | | | | | | |
CBOE Volatility Index | | | | | | | | | | | |
Expiration: January 2021, | | | | | | | | | | | |
Exercise Price: $30.00 | | | 61 | | | $ | 138,775 | | | | 7,930 | |
Maxim Integrated Products, Inc. | | | | | | | | | | | | |
Expiration: February 2021, | | | | | | | | | | | | |
Exercise Price: $70.00 | | | 12 | | | | 106,380 | | | | 22,860 | |
| | | | | | |
| | | | 30,790 | |
PURCHASED PUT OPTIONS — 0.25% (a) | | | | | | | | | | | | |
AECOM | | | | | | | | | | | | |
Expiration: January 2021, | | | | | | | | | | | | |
Exercise Price: $42.50 | | | 237 | | | | 1,179,786 | | | | 2,370 | |
Expiration: January 2021, | | | | | | | | | | | | |
Exercise Price: $45.00 | | | 236 | | | | 1,174,808 | | | | 3,540 | |
Expiration: January 2021, | | | | | | | | | | | | |
Exercise Price: $47.50 | | | 459 | | | | 2,284,902 | | | | 20,655 | |
The accompanying notes are an integral part of these financial statements.
WCM Alternatives: Event-Driven Fund
SCHEDULE OF INVESTMENTS (continued)
December 31, 2020
| | Contracts | | | | | | | |
| | (100 shares | | | Notional | | | | |
| | per contract) | | | Amount | | | Value | |
Bayer AG | | | | | | | | | |
Expiration: January 2021, | | | | | | | | | |
Exercise Price: EUR 42.00 (b) | | | 259 | | | $ | 1,524,034 | | | $ | 6,328 | |
Expiration: February 2021, | | | | | | | | | | | | |
Exercise Price: EUR 42.00 (b) | | | 1,188 | | | | 6,990,549 | | | | 111,751 | |
Crown Holdings, Inc. | | | | | | | | | | | | |
Expiration: January 2021, | | | | | | | | | | | | |
Exercise Price: $80.00 | | | 186 | | | | 1,863,720 | | | | 6,045 | |
Expiration: February 2021, | | | | | | | | | | | | |
Exercise Price: $85.00 | | | 175 | | | | 1,753,500 | | | | 13,562 | |
Dell Technologies, Inc. Class C | | | | | | | | | | | | |
Expiration: January 2021, | | | | | | | | | | | | |
Exercise Price: $60.00 | | | 455 | | | | 3,334,695 | | | | 3,185 | |
Deutsche Telekom AG | | | | | | | | | | | | |
Expiration: January 2021, | | | | | | | | | | | | |
Exercise Price: EUR 13.00 (b) | | | 323 | | | | 590,395 | | | | 789 | |
Expiration: January 2021, | | | | | | | | | | | | |
Exercise Price: EUR 13.60 (b) | | | 1,202 | | | | 2,197,073 | | | | 5,874 | |
Expiration: February 2021, | | | | | | | | | | | | |
Exercise Price: EUR 13.40 (b) | | | 2,765 | | | | 5,053,998 | | | | 37,156 | |
DuPont de Nemours, Inc. | | | | | | | | | | | | |
Expiration: January 2021, | | | | | | | | | | | | |
Exercise Price: $50.00 | | | 582 | | | | 4,138,602 | | | | 6,984 | |
Expiration: February 2021, | | | | | | | | | | | | |
Exercise Price: $52.50 | | | 190 | | | | 1,351,090 | | | | 5,700 | |
Expiration: February 2021, | | | | | | | | | | | | |
Exercise Price: $55.00 | | | 109 | | | | 775,099 | | | | 12,807 | |
eBay, Inc. | | | | | | | | | | | | |
Expiration: January 2021, | | | | | | | | | | | | |
Exercise Price: $45.00 | | | 176 | | | | 884,400 | | | | 1,936 | |
Expiration: February 2021, | | | | | | | | | | | | |
Exercise Price: $43.00 | | | 213 | | | | 1,070,325 | | | | 11,928 | |
Expiration: February 2021, | | | | | | | | | | | | |
Exercise Price: $45.00 | | | 968 | | | | 4,864,200 | | | | 87,120 | |
Electricite de France | | | | | | | | | | | | |
Expiration: January 2021, | | | | | | | | | | | | |
Exercise Price: EUR 11.00 (b) | | | 615 | | | | 969,333 | | | | 4,508 | |
Expiration: February 2021, | | | | | | | | | | | | |
Exercise Price: EUR 10.00 (b) | | | 1,674 | | | | 2,638,478 | | | | 24,540 | |
Expiration: February 2021, | | | | | | | | | | | | |
Exercise Price: EUR 11.00 (b) | | | 1,674 | | | | 2,638,478 | | | | 55,216 | |
The accompanying notes are an integral part of these financial statements.
WCM Alternatives: Event-Driven Fund
SCHEDULE OF INVESTMENTS (continued)
December 31, 2020
| | Contracts | | | | | | | |
| | (100 shares | | | Notional | | | | |
| | per contract) | | | Amount | | | Value | |
IAC/InterActiveCorp | | | | | | | | | |
Expiration: February 2021, | | | | | | | | | |
Exercise Price: $150.00 | | | 103 | | | $ | 1,950,305 | | | $ | 14,935 | |
Industrial Select Sector SPDR Fund | | | | | | | | | | | | |
Expiration: January 2021, | | | | | | | | | | | | |
Exercise Price: $82.00 | | | 167 | | | | 1,478,785 | | | | 3,925 | |
iShares U.S. Medical Devices ETF | | | | | | | | | | | | |
Expiration: January 2021, | | | | | | | | | | | | |
Exercise Price: $295.00 | | | 110 | | | | 3,600,300 | | | | 6,325 | |
Kansas City Southern | | | | | | | | | | | | |
Expiration: January 2021, | | | | | | | | | | | | |
Exercise Price: $175.00 | | | 82 | | | | 1,673,866 | | | | 3,075 | |
Madison Square Garden | | | | | | | | | | | | |
Entertainment Corporation | | | | | | | | | | | | |
Expiration: January 2021, | | | | | | | | | | | | |
Exercise Price: $65.00 | | | 93 | | | | 976,872 | | | | 2,790 | |
Siemens AG | | | | | | | | | | | | |
Expiration: January 2021, | | | | | | | | | | | | |
Exercise Price: EUR 100.00 (b) | | | 45 | | | | 646,149 | | | | 989 | |
Expiration: January 2021, | | | | | | | | | | | | |
Exercise Price: EUR 102.00 (b) | | | 276 | | | | 3,963,047 | | | | 7,081 | |
SPDR S&P 500 ETF Trust | | | | | | | | | | | | |
Expiration: January 2021, | | | | | | | | | | | | |
Exercise Price: $360.00 | | | 117 | | | | 4,374,396 | | | | 23,283 | |
Expiration: January 2021, | | | | | | | | | | | | |
Exercise Price: $365.00 | | | 63 | | | | 2,355,444 | | | | 17,073 | |
Expiration: January 2021, | | | | | | | | | | | | |
Exercise Price: $370.00 | | | 155 | | | | 5,795,140 | | | | 58,435 | |
SYNNEX Corporation | | | | | | | | | | | | |
Expiration: January 2021, | | | | | | | | | | | | |
Exercise Price: $135.00 (f) | | | 154 | | | | 1,254,176 | | | | 8,085 | |
Expiration: January 2021, | | | | | | | | | | | | |
Exercise Price: $140.00 (f) | | | 73 | | | | 594,512 | | | | 5,110 | |
Vodafone Group plc | | | | | | | | | | | | |
Expiration: January 2021, | | | | | | | | | | | | |
Exercise Price: $14.00 | | | 2,775 | | | | 4,573,200 | | | | 8,325 | |
Expiration: January 2021, | | | | | | | | | | | | |
Exercise Price: $15.00 | | | 1,767 | | | | 2,912,016 | | | | 12,369 | |
Expiration: February 2021, | | | | | | | | | | | | |
Exercise Price: $14.00 | | | 305 | | | | 502,640 | | | | 2,898 | |
The accompanying notes are an integral part of these financial statements.
WCM Alternatives: Event-Driven Fund
SCHEDULE OF INVESTMENTS (continued)
December 31, 2020
| | Contracts | | | | | | | |
| | (100 shares | | | Notional | | | | |
| | per contract) | | | Amount | | | Value | |
XPO Logistics, Inc. | | | | | | | | | |
Expiration: January 2021, | | | | | | | | | |
Exercise Price: $90.00 | | | 272 | | | $ | 3,242,240 | | | $ | 2,720 | |
Expiration: February 2021, | | | | | | | | | | | | |
Exercise Price: $95.00 | | | 482 | | | | 5,745,440 | | | | 38,560 | |
| | | | | | | | | | | 637,972 | |
TOTAL PURCHASED OPTIONS | | | | | | | | | | | | |
(Cost $1,696,202) | | | | | | | | | | | 668,762 | |
| | | | | | | | | | | | |
| | Shares | | | | | | | | | |
ESCROW NOTES — 5.81% (a)(f) | | | | | | | | | | | | |
Altaba, Inc. | | | 1,037,998 | | | | | | | | 15,111,518 | |
AMR Corporation | | | 28,850 | | | | | | | | 2,452 | |
TOTAL ESCROW NOTES (Cost $13,317,806) | | | | | | | | | | | 15,113,970 | |
| | | | | | | | | | | | |
SHORT-TERM INVESTMENTS — 0.21% | | | | | | | | | | | | |
| | | | | | | | | | | | |
MONEY MARKET FUNDS — 0.21% (c)(e) | | | | | | | | | | | | |
Goldman Sachs Government Fund, | | | | | | | | | | | | |
Institutional Share Class, 0.03% | | | 538,302 | | | | | | | | 538,302 | |
TOTAL SHORT-TERM INVESTMENTS | | | | | | | | | | | | |
(Cost $538,302) | | | | | | | | | | | 538,302 | |
TOTAL LONG INVESTMENTS | | | | | | | | | | | | |
(Cost $199,483,284) — 82.08% | | | | | | | | | | | 213,533,491 | |
| | | | | | | | | | | | |
SHORT INVESTMENTS — (5.22)% | | | | | | | | | | | | |
| | | | | | | | | | | | |
COMMON STOCKS — (5.22)% | | | | | | | | | | | | |
| | | | | | | | | | | | |
APPLICATION SOFTWARE — (0.04)% | | | | | | | | | | | | |
Salesforce.com, Inc. | | | (466 | ) | | | | | | | (103,699 | ) |
| | | | | | | | | | | | |
AUTO PARTS & EQUIPMENT — (0.14)% | | | | | | | | | | | | |
QuantumScape Corporation | | | (4,250 | ) | | | | | | | (358,912 | ) |
| | | | | | | | | | | | |
BROADCASTING — (0.60)% | | | | | | | | | | | | |
Discovery, Inc. Class A | | | (51,986 | ) | | | | | | | (1,564,259 | ) |
| | | | | | | | | | | | |
FINANCIAL EXCHANGES & DATA — (2.64)% | | | | | | | | | | | | |
S&P Global, Inc. | | | (20,917 | ) | | | | | | | (6,876,045 | ) |
| | | | | | | | | | | | |
PHARMACEUTICALS — (1.12)% | | | | | | | | | | | | |
AstraZeneca plc — ADR | | | (58,040 | ) | | | | | | | (2,901,420 | ) |
The accompanying notes are an integral part of these financial statements.
WCM Alternatives: Event-Driven Fund
SCHEDULE OF INVESTMENTS (continued)
December 31, 2020
| | Shares | | | Value | |
SEMICONDUCTORS — (0.68)% | | | | | | |
Advanced Micro Devices, Inc. | | | (12,004 | ) | | $ | (1,100,887 | ) |
Marvell Technology Group Ltd. (b) | | | (14,075 | ) | | | (669,125 | ) |
| | | | | | | (1,770,012 | ) |
TOTAL COMMON STOCKS | | | | | | | | |
(Proceeds $13,137,976) | | | | | | | (13,574,347 | ) |
TOTAL SHORT INVESTMENTS | | | | | | | | |
(Proceeds $13,137,976) — (5.22)% | | | | | | | (13,574,347 | ) |
TOTAL NET INVESTMENTS | | | | | | | | |
(Cost $186,345,308) — 76.86% | | | | | | | 199,959,144 | |
OTHER ASSETS IN | | | | | | | | |
EXCESS OF LIABILITIES — 23.14% | | | | | | | 60,203,952 | |
TOTAL NET ASSETS — 100.00% | | | | | | $ | 260,163,096 | |
ADR – American Depository Receipt
ETF – Exchange-Traded Fund
EUR – Euro
LIBOR – London Interbank Offered Rate
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 December 31, 2020. |
(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 contracts, 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) | 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 December 31, 2020, these securities represent 6.01% of total net assets. |
(i) | The coupon rate shown on variable rate securities represents the rate as of December 31, 2020. |
(j) | This security is held in connection with a written option contract. |
(k) | Default or other conditions exist and the security is not presently accruing income. |
(l) | Restricted security. The Fund may own investment securities that have other legal or contractual limitations, and thus are restricted as to resale. These securities are valued in accordance with the Fund’s pricing procedures (please see Note 2 in the Notes to the Financial Statements for more information). As of December 31, 2020, this common stock had a cost of $3,167,912 and its market value represented 1.24% of total net assets. The Fund’s adviser perfected its appraisal rights over this security as of 8/31/2020. |
The accompanying notes are an integral part of these financial statements.
WCM Alternatives: Event-Driven Fund
SCHEDULE OF INVESTMENTS (continued)
December 31, 2020
(m) | Restricted security. The Fund may own investment securities that have other legal or contractual limitations, and thus are restricted as to resale. These securities are valued in accordance with the Fund’s pricing procedures (please see Note 2 in the Notes to the Financial Statements for more information). As of December 31, 2020, this common stock had a cost of $654,710 and its market value represented 0.32% of total net assets. |
(n) | Restricted security. The Fund may own investment securities that have other legal or contractual limitations, and thus are restricted as to resale. These securities are valued in accordance with the Fund’s pricing procedures (please see Note 2 in the Notes to the Financial Statements for more information). As of December 31, 2020, this common stock had a cost of $575,000 and its market value represented 1.68% 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, doing business as U.S Bank Global Fund Services.
The accompanying notes are an integral part of these financial statements.
WCM Alternatives: Event-Driven Fund
SCHEDULE OF INVESTMENTS (continued)
Open Written Options
December 31, 2020
| | Contracts | | | | | | | |
| | (100 shares | | | Notional | | | | |
| | per contract) | | | Amount | | | Value | |
WRITTEN CALL OPTIONS | | | | | | | | | |
AECOM | | | | | | | | | |
Expiration: January 2021, | | | | | | | | | |
Exercise Price: $47.50 | | | (237 | ) | | $ | (1,179,786 | ) | | $ | (65,767 | ) |
Expiration: January 2021, | | | | | | | | | | | | |
Exercise Price: $50.00 | | | (236 | ) | | | (1,174,808 | ) | | | (31,860 | ) |
Expiration: January 2021, | | | | | | | | | | | | |
Exercise Price: $52.50 | | | (459 | ) | | | (2,284,902 | ) | | | (25,245 | ) |
American Equity Investment | | | | | | | | | | | | |
Life Holding Company | | | | | | | | | | | | |
Expiration: February 2021, | | | | | | | | | | | | |
Exercise Price: $25.00 | | | (22 | ) | | | (60,852 | ) | | | (8,800 | ) |
Expiration: May 2021, | | | | | | | | | | | | |
Exercise Price: $25.00 | | | (30 | ) | | | (82,980 | ) | | | (12,600 | ) |
CBOE Volatility Index | | | | | | | | | | | | |
Expiration: January 2021, | | | | | | | | | | | | |
Exercise Price: $40.00 | | | (61 | ) | | | (138,775 | ) | | | (3,660 | ) |
Crown Holdings, Inc. | | | | | | | | | | | | |
Expiration: January 2021, | | | | | | | | | | | | |
Exercise Price: $90.00 | | | (186 | ) | | | (1,863,720 | ) | | | (191,580 | ) |
Expiration: February 2021, | | | | | | | | | | | | |
Exercise Price: $92.50 | | | (175 | ) | | | (1,753,500 | ) | | | (164,500 | ) |
Dell Technologies, Inc. Class C | | | | | | | | | | | | |
Expiration: January 2021, | | | | | | | | | | | | |
Exercise Price: $65.00 | | | (455 | ) | | | (3,334,695 | ) | | | (383,337 | ) |
Deutsche Telekom AG | | | | | | | | | | | | |
Expiration: January 2021, | | | | | | | | | | | | |
Exercise Price: EUR 15.00 (a) | | | (323 | ) | | | (590,395 | ) | | | (11,048 | ) |
Expiration: January 2021, | | | | | | | | | | | | |
Exercise Price: EUR 15.20 (a) | | | (1,202 | ) | | | (2,197,073 | ) | | | (27,900 | ) |
Expiration: February 2021, | | | | | | | | | | | | |
Exercise Price: EUR 15.00 (a) | | | (2,765 | ) | | | (5,053,998 | ) | | | (152,003 | ) |
DuPont de Nemours, Inc. | | | | | | | | | | | | |
Expiration: January 2021, | | | | | | | | | | | | |
Exercise Price: $57.50 | | | (392 | ) | | | (2,787,512 | ) | | | (537,040 | ) |
Expiration: February 2021, | | | | | | | | | | | | |
Exercise Price: $62.50 | | | (299 | ) | | | (2,126,189 | ) | | | (278,070 | ) |
The accompanying notes are an integral part of these financial statements.
WCM Alternatives: Event-Driven Fund
SCHEDULE OF INVESTMENTS (continued)
Open Written Options
December 31, 2020
| | Contracts | | | | | | | |
| | (100 shares | | | Notional | | | | |
| | per contract) | | | Amount | | | Value | |
eBay, Inc. | | | | | | | | | |
Expiration: January 2021, | | | | | | | | | |
Exercise Price: $50.00 | | | (176 | ) | | $ | (884,400 | ) | | $ | (24,992 | ) |
Expiration: February 2021, | | | | | | | | | | | | |
Exercise Price: $47.00 | | | (213 | ) | | | (1,070,325 | ) | | | (101,708 | ) |
Expiration: February 2021, | | | | | | | | | | | | |
Exercise Price: $55.00 | | | (968 | ) | | | (4,864,200 | ) | | | (118,096 | ) |
Electricite de France | | | | | | | | | | | | |
Expiration: January 2021, | | | | | | | | | | | | |
Exercise Price: EUR 12.50 (a) | | | (457 | ) | | | (720,301 | ) | | | (44,105 | ) |
Expiration: January 2021, | | | | | | | | | | | | |
Exercise Price: EUR 13.00 (a) | | | (158 | ) | | | (249,032 | ) | | | (10,423 | ) |
Expiration: February 2021, | | | | | | | | | | | | |
Exercise Price: EUR 12.00 (a) | | | (1,674 | ) | | | (2,638,478 | ) | | | (302,664 | ) |
Expiration: February 2021, | | | | | | | | | | | | |
Exercise Price: EUR 12.50 (a) | | | (1,674 | ) | | | (2,638,478 | ) | | | (245,404 | ) |
Fitbit, Inc. Class A | | | | | | | | | | | | |
Expiration: January 2021, | | | | | | | | | | | | |
Exercise Price: $8.00 | | | (164 | ) | | | (111,520 | ) | | | (164 | ) |
Expiration: February 2021, | | | | | | | | | | | | |
Exercise Price: $8.00 | | | (540 | ) | | | (367,200 | ) | | | (1,620 | ) |
Expiration: February 2021, | | | | | | | | | | | | |
Exercise Price: $9.00 | | | (7 | ) | | | (4,760 | ) | | | (21 | ) |
Expiration: May 2021, | | | | | | | | | | | | |
Exercise Price: $8.00 | | | (53 | ) | | | (36,040 | ) | | | (345 | ) |
Expiration: May 2021, | | | | | | | | | | | | |
Exercise Price: $10.00 | | | (36 | ) | | | (24,480 | ) | | | (144 | ) |
Expiration: May 2021, | | | | | | | | | | | | |
Exercise Price: $12.00 | | | (163 | ) | | | (110,840 | ) | | | (326 | ) |
Fortive Corporation | | | | | | | | | | | | |
Expiration: January 2021, | | | | | | | | | | | | |
Exercise Price: $70.00 | | | (366 | ) | | | (2,592,012 | ) | | | (70,455 | ) |
Fox Corporation Class A | | | | | | | | | | | | |
Expiration: January 2021, | | | | | | | | | | | | |
Exercise Price: $30.00 | | | (587 | ) | | | (1,709,344 | ) | | | (26,415 | ) |
Gores Holdings IV, Inc. Class A | | | | | | | | | | | | |
Expiration: January 2021, | | | | | | | | | | | | |
Exercise Price: $12.50 | | | (304 | ) | | | (399,152 | ) | | | (45,600 | ) |
IAC/InterActiveCorp | | | | | | | | | | | | |
Expiration: February 2021, | | | | | | | | | | | | |
Exercise Price: $165.00 | | | (103 | ) | | | (1,950,305 | ) | | | (286,340 | ) |
The accompanying notes are an integral part of these financial statements.
WCM Alternatives: Event-Driven Fund
SCHEDULE OF INVESTMENTS (continued)
Open Written Options
December 31, 2020
| | Contracts | | | | | | | |
| | (100 shares | | | Notional | | | | |
| | per contract) | | | Amount | | | Value | |
Kansas City Southern | | | | | | | | | |
Expiration: January 2021, | | | | | | | | | |
Exercise Price: $185.00 | | | (82 | ) | | $ | (1,673,866 | ) | | $ | (160,720 | ) |
Madison Square Garden | | | | | | | | | | | | |
Entertainment Corporation | | | | | | | | | | | | |
Expiration: January 2021, | | | | | | | | | | | | |
Exercise Price: $70.00 | | | (93 | ) | | | (976,872 | ) | | | (333,870 | ) |
Madison Square Garden Sports Corporation | | | | | | | | | | | | |
Expiration: February 2021, | | | | | | | | | | | | |
Exercise Price: $155.00 | | | (308 | ) | | | (5,670,280 | ) | | | (936,320 | ) |
RealPage, Inc. | | | | | | | | | | | | |
Expiration: January 2021, | | | | | | | | | | | | |
Exercise Price: $90.00 | | | (25 | ) | | | (218,100 | ) | | | (25 | ) |
Expiration: February 2021, | | | | | | | | | | | | |
Exercise Price: $90.00 | | | (122 | ) | | | (1,064,328 | ) | | | (2,135 | ) |
Salesforce.com, Inc. | | | | | | | | | | | | |
Expiration: January 2021, | | | | | | | | | | | | |
Exercise Price: $195.00 | | | (66 | ) | | | (1,468,698 | ) | | | (183,150 | ) |
Siemens AG | | | | | | | | | | | | |
Expiration: January 2021, | | | | | | | | | | | | |
Exercise Price: EUR 110.00 (a) | | | (276 | ) | | | (3,963,047 | ) | | | (273,448 | ) |
SPDR S&P 500 ETF Trust | | | | | | | | | | | | |
Expiration: January 2021, | | | | | | | | | | | | |
Exercise Price: $380.00 | | | (167 | ) | | | (6,243,796 | ) | | | (37,575 | ) |
SYNNEX Corporation | | | | | | | | | | | | |
Expiration: January 2021, | | | | | | | | | | | | |
Exercise Price: $145.00 (b) | | | (154 | ) | | | (1,254,176 | ) | | | (562,870 | ) |
Expiration: January 2021, | | | | | | | | | | | | |
Exercise Price: $150.00 (b) | | | (73 | ) | | | (594,512 | ) | | | (233,235 | ) |
Vodafone Group plc | | | | | | | | | | | | |
Expiration: January 2021, | | | | | | | | | | | | |
Exercise Price: $17.00 | | | (1,058 | ) | | | (1,743,584 | ) | | | (21,160 | ) |
Expiration: February 2021, | | | | | | | | | | | | |
Exercise Price: $16.00 | | | (305 | ) | | | (502,640 | ) | | | (37,515 | ) |
XPO Logistics, Inc. | | | | | | | | | | | | |
Expiration: February 2021, | | | | | | | | | | | | |
Exercise Price: $105.00 | | | (482 | ) | | | (5,745,440 | ) | | | (809,760 | ) |
| | | | | | | | | | | (6,764,015 | ) |
The accompanying notes are an integral part of these financial statements.
WCM Alternatives: Event-Driven Fund
SCHEDULE OF INVESTMENTS (continued)
Open Written Options
December 31, 2020
| | Contracts | | | | | | | |
| | (100 shares | | | Notional | | | | |
| | per contract) | | | Amount | | | Value | |
WRITTEN PUT OPTIONS | | | | | | | | | |
Bayer AG | | | | | | | | | |
Expiration: January 2021, | | | | | | | | | |
Exercise Price: EUR 46.00 (a) | | | (259 | ) | | $ | (1,524,034 | ) | | $ | (22,781 | ) |
Expiration: February 2021, | | | | | | | | | | | | |
Exercise Price: EUR 49.00 (a) | | | (1,188 | ) | | | (6,990,549 | ) | | | (467,322 | ) |
CBOE Volatility Index | | | | | | | | | | | | |
Expiration: January 2021, | | | | | | | | | | | | |
Exercise Price: $20.00 | | | (61 | ) | | | (138,775 | ) | | | (3,660 | ) |
Industrial Select Sector SPDR Fund | | | | | | | | | | | | |
Expiration: January 2021, | | | | | | | | | | | | |
Exercise Price: $75.00 | | | (167 | ) | | | (1,478,785 | ) | | | (1,837 | ) |
Siemens AG | | | | | | | | | | | | |
Expiration: January 2021, | | | | | | | | | | | | |
Exercise Price: EUR 108.00 (a) | | | (45 | ) | | | (646,149 | ) | | | (2,529 | ) |
SPDR S&P 500 ETF Trust | | | | | | | | | | | | |
Expiration: January 2021, | | | | | | | | | | | | |
Exercise Price: $345.00 | | | (88 | ) | | | (3,290,144 | ) | | | (7,304 | ) |
Expiration: January 2021, | | | | | | | | | | | | |
Exercise Price: $350.00 | | | (218 | ) | | | (8,150,584 | ) | | | (23,762 | ) |
Vodafone Group plc | | | | | | | | | | | | |
Expiration: January 2021, | | | | | | | | | | | | |
Exercise Price: $16.00 | | | (2,775 | ) | | | (4,573,200 | ) | | | (44,400 | ) |
Expiration: January 2021, | | | | | | | | | | | | |
Exercise Price: $17.00 | | | (362 | ) | | | (596,576 | ) | | | (22,082 | ) |
| | | | | | | | | | | (595,677 | ) |
TOTAL WRITTEN OPTIONS | | | | | | | | | | | | |
(Premiums received $5,591,233) | | | | | | | | | | $ | (7,359,692 | ) |
ETF – Exchange-Traded Fund
EUR – Euro
plc – Public Limited Company
(a) | Foreign security. |
(b) | 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.
WCM Alternatives: Event-Driven Fund
SCHEDULE OF INVESTMENTS (continued)
Forward Currency Exchange Contracts
December 31, 2020
| | | | | | | USD Value at | | | | | | USD Value at | | Unrealized | |
Settlement | | | Currency to | | December 31, | | Currency to | | December 31, | | Appreciation | |
Date | Counterparty | | be Delivered | | 2020 | | be Received | | 2020 | | (Depreciation)* | |
4/9/21 | JPM | | 3,174,954 | | AUD | | $ | 2,449,626 | | 2,262,688 | | USD | | $ | 2,262,688 | | $ | (186,938 | ) |
1/5/21 | GS | | 2,559,903 | | EUR | | | 3,127,751 | | 3,029,351 | | USD | | | 3,029,351 | | | (98,400 | ) |
1/5/21 | GS | | 94,809 | | USD | | | 94,809 | | 81,200 | | EUR | | | 99,212 | | | 4,403 | |
1/12/21 | JPM | | 4,710,050 | | EUR | | | 5,755,866 | | 5,601,028 | | USD | | | 5,601,028 | | | (154,838 | ) |
1/14/21 | JPM | | 203,344 | | EUR | | | 248,506 | | 240,624 | | USD | | | 240,624 | | | (7,882 | ) |
1/27/21 | JPM | | 4,389,608 | | EUR | | | 5,366,155 | | 5,337,072 | | USD | | | 5,337,072 | | | (29,083 | ) |
1/27/21 | JPM | | 1,468,709 | | USD | | | 1,468,709 | | 1,199,346 | | EUR | | | 1,466,162 | | | (2,547 | ) |
1/28/21 | JPM | | 6,499,702 | | EUR | | | 7,945,862 | | 7,729,865 | | USD | | | 7,729,865 | | | (215,997 | ) |
2/25/21 | JPM | | 4,262,652 | | EUR | | | 5,214,138 | | 5,207,121 | | USD | | | 5,207,121 | | | (7,017 | ) |
5/17/21 | JPM | | 997,256 | | EUR | | | 1,222,076 | | 1,226,161 | | USD | | | 1,226,161 | | | 4,085 | |
5/17/21 | JPM | | 55,176 | | USD | | | 55,176 | | 44,878 | | EUR | | | 54,995 | | | (181 | ) |
6/16/21 | GS | | 1,559,784 | | EUR | | | 1,912,669 | | 1,902,360 | | USD | | | 1,902,360 | | | (10,309 | ) |
5/12/21 | GS | | 2,173,689 | | GBP | | | 2,974,763 | | 2,834,200 | | USD | | | 2,834,200 | | | (140,563 | ) |
5/12/21 | GS | | 575,831 | | USD | | | 575,831 | | 430,804 | | GBP | | | 589,569 | | | 13,738 | |
5/12/21 | JPM | | 65,708 | | GBP | | | 89,924 | | 85,836 | | USD | | | 85,836 | | | (4,088 | ) |
5/13/21 | GS | | 1,063,110 | | GBP | | | 1,454,906 | | 1,421,686 | | USD | | | 1,421,686 | | | (33,220 | ) |
5/13/21 | JPM | | 1,654,460 | | GBP | | | 2,264,192 | | 2,212,201 | | USD | | | 2,212,201 | | | (51,991 | ) |
5/18/21 | JPM | | 4,218,166 | | GBP | | | 5,772,853 | | 5,578,335 | | USD | | | 5,578,335 | | | (194,518 | ) |
5/18/21 | JPM | | 16,374 | | USD | | | 16,374 | | 12,246 | | GBP | | | 16,759 | | | 385 | |
1/11/21 | JPM | | 4,001,362 | | HKD | | | 516,166 | | 516,118 | | USD | | | 516,118 | | | (48 | ) |
1/11/21 | JPM | | 516,116 | | USD | | | 516,116 | | 4,001,362 | | HKD | | | 516,166 | | | 50 | |
1/15/21 | JPM | | 1,633,954 | | HKD | | | 210,780 | | 210,618 | | USD | | | 210,618 | | | (162 | ) |
1/15/21 | JPM | | 210,797 | | USD | | | 210,797 | | 1,633,954 | | HKD | | | 210,779 | | | (18 | ) |
3/2/21 | JPM | | 8,150,168 | | HKD | | | 1,051,504 | | 1,051,398 | | USD | | | 1,051,398 | | | (106 | ) |
5/4/21 | JPM | | 1,563,958 | | HKD | | | 201,774 | | 201,769 | | USD | | | 201,769 | | | (5 | ) |
6/23/21 | JPM | | 156,133,100 | | JPY | | | 1,515,355 | | 1,504,953 | | USD | | | 1,504,953 | | | (10,402 | ) |
The accompanying notes are an integral part of these financial statements.
WCM Alternatives: Event-Driven Fund
SCHEDULE OF INVESTMENTS (continued)
Forward Currency Exchange Contracts
December 31, 2020
| | | | | | | USD Value at | | | | | | USD Value at | | Unrealized | |
Settlement | | | Currency to | | December 31, | | Currency to | | December 31, | | Appreciation | |
Date | Counterparty | | be Delivered | | 2020 | | be Received | | 2020 | | (Depreciation)* | |
4/15/21 | JPM | | 5,499,550 | | NOK | | $ | 641,131 | | 618,624 | | USD | | $ | 618,624 | | $ | (22,507 | ) |
3/9/21 | GS | | 726,000 | | SEK | | | 88,305 | | 87,734 | | USD | | | 87,734 | | | (571 | ) |
| | | | | | | $ | 52,962,114 | | | | | | $ | 51,813,384 | | $ | (1,148,730 | ) |
AUD – Australian Dollar
EUR – Euro
GBP – British Pound
GS – Goldman, Sachs & Co.
HKD – Hong Kong Dollar
JPM – JPMorgan Chase & Co., Inc.
JPY – Japanese Yen
NOK – Norwegian Krone
SEK – Swedish Krona
USD – U.S. Dollar
* | Net unrealized appreciation (depreciation) is a receivable (payable). |
The accompanying notes are an integral part of these financial statements.
WCM Alternatives: Event-Driven Fund
SCHEDULE OF INVESTMENTS (continued)
Open Swap Contracts*
December 31, 2020
|
| | | Pay/Receive | | | | | | | | Unrealized | |
Counter- | | | Termination | Financing on | | Payment | | | | Notional | | Appreciation | |
party | | Security | Date | Rate | Financing Rate | Frequency | | Shares | | Amount | (Depreciation)** |
LONG TOTAL RETURN SWAP CONTRACTS | | | | | | | | |
GS | | AECOM | 12/4/21 | Pay | 0.500% + 1 Month U.S. LIBOR | Monthly | | 92,400 | | $ | 4,742,892 | | $ | (144,121 | ) |
GS | | Alexion | | | | | | | | | | | | | |
| | Pharmaceuticals, Inc. | 12/15/21 | Pay | 0.500% + 1 Month U.S. LIBOR | Monthly | | 53,154 | | | 8,334,305 | | | (30,086 | ) |
JPM | | Axalta Coating | | | | | | | | | | | | | |
| | Systems Ltd. | 7/20/21 | Pay | 0.300% + 1 Month U.S. LIBOR | Quarterly | | 13,755 | | | 321,729 | | | 70,906 | |
JPM | | Beijing Jingneng | | | | | | | | | | | | | |
| | Clean Energy | | | | | | | | | | | | | |
| | Company Ltd. Class H | 12/1/21 | Pay | 0.400% + 3 Month U.S. LIBOR | Quarterly | | 579,244 | | | 190,935 | | | (1,208 | ) |
JPM | | BlackRock Floating | | | | | | | | | | | | | |
| | Rate Income | | | | | | | | | | | | | |
| | Strategies Fund, Inc. | 12/22/21 | Pay | 0.300% + 1 Month U.S. LIBOR | Quarterly | | 70,360 | | | 846,895 | | | 5,116 | |
JPM | | BlackRock MuniYield | | | | | | | | | | | | | |
| | Quality Fund III, Inc. | 7/20/21 | Pay | 0.300% + 1 Month U.S. LIBOR | Quarterly | | 85,655 | | | 1,144,351 | | | 93,116 | |
BAML | | Bristol-Myers | | | | | | | | | | | | | |
| | Squibb Company | 12/22/21 | Pay | 0.750% + 1 Month U.S. LIBOR | Monthly | | 25,034 | | | 44,561 | | | (27,299 | ) |
GS | | Broadmark Realty | | | | | | | | | | | | | |
| | Capital, Inc. | 1/29/21 | Pay | 0.600% + 1 Month U.S. LIBOR | Monthly | | 97,084 | | | 1,229,947 | | | (239,937 | ) |
JPM | | CAR, Inc. | 11/18/21 | Pay | 0.400% + 3 Month U.S. LIBOR | Quarterly | | 2,037,542 | | | 994,610 | | | (11,904 | ) |
JPM | | Coca-Cola Amatil Ltd. | 10/26/21 | Pay | 0.400% + 3 Month U.S. LIBOR | Quarterly | | 249,016 | | | 2,184,103 | | | 297,550 | |
GS | | Crown Holdings, Inc. | 12/17/21 | Pay | 0.500% + 1 Month U.S. LIBOR | Monthly | | 36,100 | | | 3,540,688 | | | 75,827 | |
GS | | Dell Technologies, | | | | | | | | | | | | | |
| | Inc. Class C | 12/17/21 | Pay | 0.500% + 1 Month U.S. LIBOR | Monthly | | 52,259 | | | 3,904,270 | | | (74,985 | ) |
JPM | | Deutsche Telekom AG | 7/20/21 | Pay | 0.400% + 3 Month U.S. LIBOR | Quarterly | | 442,216 | | | 7,664,028 | | | 412,880 | |
BAML | | DouYu International | | | | | | | | | | | | | |
| | Holdings Ltd. | 11/30/21 | Pay | 0.750% + 1 Month U.S. LIBOR | Monthly | | 39,970 | | | 535,650 | | | (93,755 | ) |
BAML | | Dupont de Nemours, Inc. | 6/3/21 | Pay | 0.400% + 1 Month U.S. LIBOR | Monthly | | 2,280 | | | 124,442 | | | 37,664 | |
JPM | | DuPont de Nemours, Inc. | 7/20/21 | Pay | 0.300% + 1 Month U.S. LIBOR | Quarterly | | 55,953 | | | 3,145,472 | | | 832,722 | |
JPM | | Eaton Vance Floating- | | | | | | | | | | | | | |
| | Rate Income Trust | 12/22/21 | Pay | 0.300% + 1 Month U.S. LIBOR | Quarterly | | 64,677 | | | 855,744 | | | (4,641 | ) |
The accompanying notes are an integral part of these financial statements.
WCM Alternatives: Event-Driven Fund
SCHEDULE OF INVESTMENTS (continued)
Open Swap Contracts*
December 31, 2020
|
| | | Pay/Receive | | | | | | | | Unrealized | |
Counter- | | | Termination | Financing on | | Payment | | | | Notional | | Appreciation | |
party | | Security | Date | Rate | Financing Rate | Frequency | | Shares | | Amount | (Depreciation)** |
GS | | eBay, Inc. | 3/18/21 | Pay | 0.500% + 1 Month U.S. LIBOR | Monthly | | 135,700 | | $ | 6,402,915 | | $ | 414,624 | |
JPM | | Electricite de France | 11/12/21 | Pay | 0.400% + 3 Month U.S. LIBOR | Quarterly | | 396,300 | | | 5,514,521 | | | 726,819 | |
JPM | | Entra ASA | 11/24/21 | Pay | 0.400% + 3 Month U.S. LIBOR | Quarterly | | 31,426 | | | 603,484 | | | 108,115 | |
BAML | | Fiat Chrysler | | | | | | | | | | | | | |
| | Automobiles N.V. | 2/13/21 | Pay | 0.442% + 1 Month U.S. LIBOR | Monthly | | 565,889 | | | 7,281,694 | | | 2,913,765 | |
JPM | | First Trust Senior | | | | | | | | | | | | | |
| | Floating Rate | | | | | | | | | | | | | |
| | Income Fund II | 7/20/21 | Pay | 0.800% + 1 Month U.S. LIBOR | Quarterly | | 12,108 | | | 130,282 | | | 10,354 | |
BAML | | Fitbit, Inc. Class A | 2/18/21 | Pay | 0.750% + 1 Month U.S. LIBOR | Monthly | | 218,755 | | | 1,406,470 | | | 80,609 | |
GS | | G4S plc | 9/18/21 | Pay | 0.500% + 1 Month U.S. LIBOR | Monthly | | 849,715 | | | 2,325,068 | | | 623,509 | |
GS | | GrandVision N.V. | 1/7/21 | Pay | 0.500% + 1 Month U.S. LIBOR | Monthly | | 87,174 | | | 2,617,621 | | | 97,479 | |
JPM | | Groupe Bruxelles | | | | | | | | | | | | | |
| | Lambert S.A. | 7/20/21 | Pay | 0.400% + 3 Month U.S. LIBOR | Quarterly | | 13,563 | | | 1,177,670 | | | 205,011 | |
JPM | | Hitachi Metals Ltd. | 12/7/21 | Pay | 0.400% + 3 Month U.S. LIBOR | Quarterly | | 91,843 | | | 1,340,977 | | | 51,568 | |
JPM | | IAC/InterActiveCorp | 7/20/21 | Pay | 0.300% + 1 Month U.S. LIBOR | Quarterly | | 6,300 | | | 826,371 | | | 366,355 | |
GS | | IHS Markit Ltd. | 12/18/21 | Pay | 0.500% + 1 Month U.S. LIBOR | Monthly | | 57,002 | | | 5,015,036 | | | 104,557 | |
BAML | | Inphi Corporation | 12/3/21 | Pay | 0.750% + 1 Month U.S. LIBOR | Monthly | | 53,705 | | | 8,175,975 | | | 439,423 | |
GS | | Invesco Dynamic Credit | | | | | | | | | | | | | |
| | Opportunities Fund | 12/22/21 | Pay | 1.100% + 1 Month U.S. LIBOR | Monthly | | 19,812 | | | 206,348 | | | 6,376 | |
GS | | Invesco Municipal | | | | | | | | | | | | | |
| | Opportunity Trust | 3/11/21 | Pay | 1.100% + 1 Month U.S. LIBOR | Monthly | | 47,566 | | | 548,640 | | | 60,932 | |
JPM | | Invesco Senior | | | | | | | | | | | | | |
| | Income Trust | 12/22/21 | Pay | 0.300% + 1 Month U.S. LIBOR | Quarterly | | 207,181 | | | 803,061 | | | 21,466 | |
JPM | | Liberty Media | | | | | | | | | | | | | |
| | Corporation – Liberty | | | | | | | | | | | | | |
| | SiriusXM Class C | 7/20/21 | Pay | 0.300% + 1 Month U.S. LIBOR | Quarterly | | 12,476 | | | 432,792 | | | 109,944 | |
JPM | | The Madison Square | | | | | | | | | | | | | |
| | Garden Company | | | | | | | | | | | | | |
| | Class A | 7/20/21 | Pay | 0.300% + 1 Month U.S. LIBOR | Quarterly | | 27,300 | | | 4,260,984 | | | 764,023 | |
The accompanying notes are an integral part of these financial statements.
WCM Alternatives: Event-Driven Fund
SCHEDULE OF INVESTMENTS (continued)
Open Swap Contracts*
December 31, 2020
|
| | | Pay/Receive | | | | | | | | Unrealized | |
Counter- | | | Termination | Financing on | | Payment | | | | Notional | | Appreciation | |
party | | Security | Date | Rate | Financing Rate | Frequency | | Shares | | Amount | (Depreciation)** |
JPM | | Madison Square | | | | | | | | | | | |
| | Garden Entertainment | | | | | | | | | | | |
| | Corporation | 7/20/21 | Pay | 0.300% + 1 Month U.S. LIBOR | Quarterly | | 9,261 | | $ | 686,240 | | $ | 286,387 | |
BAML | | Maxim Integrated | | | | | | | | | | | | | |
| | Products, Inc. | 10/15/21 | Pay | 0.750% + 1 Month U.S. LIBOR | Monthly | | 106,611 | | | 7,967,531 | | | 1,480,958 | |
GS | | Naspers Ltd. Class N | 9/14/21 | Pay | 0.750% + 1 Month U.S. LIBOR | Monthly | | 6,197 | | | 1,106,726 | | | 166,217 | |
GS | | National General | | | | | | | | | | | | | |
| | Holdings Corporation | 12/28/21 | Pay | 0.500% + 1 Month U.S. LIBOR | Monthly | | 10,800 | | | 368,514 | | | 616 | |
GS | | Navistar International | | | | | | | | | | | | | |
| | Corporation | 10/30/21 | Pay | 0.500% + 1 Month U.S. LIBOR | Monthly | | 131,618 | | | 5,686,362 | | | 98,438 | |
JPM | | Nuveen AMT-Free | | | | | | | | | | | | | |
| | Municipal Credit | | | | | | | | | | | | | |
| | Income Fund | 7/20/21 | Pay | 0.300% + 1 Month U.S. LIBOR | Quarterly | | 38,528 | | | 602,193 | | | 44,177 | |
JPM | | Nuveen AMT-Free | | | | | | | | | | | | | |
| | Quality Municipal | | | | | | | | | | | | | |
| | Income Fund | 7/20/21 | Pay | 0.300% + 1 Month U.S. LIBOR | Quarterly | | 409,622 | | | 5,903,249 | | | 280,765 | |
JPM | | Nuveen California | | | | | | | | | | | | | |
| | Quality Municipal | | | | | | | | | | | | | |
| | Income Fund | 7/20/21 | Pay | 0.300% + 1 Month U.S. LIBOR | Quarterly | | 40,893 | | | 597,856 | | | 21,953 | |
JPM | | Nuveen Intermediate | | | | | | | | | | | | | |
| | Duration Municipal | | | | | | | | | | | | | |
| | Term Fund | 7/20/21 | Pay | 0.300% + 1 Month U.S. LIBOR | Quarterly | | 44,435 | | | 589,652 | | | 26,978 | |
JPM | | Nuveen Municipal | | | | | | | | | | | | | |
| | Credit Income Fund | 7/20/21 | Pay | 0.300% + 1 Month U.S. LIBOR | Quarterly | | 39,155 | | | 590,849 | | | 40,202 | |
GS | | Nuveen New Jersey | | | | | | | | | | | | | |
| | Quality Municipal | | | | | | | | | | | | | |
| | Income Fund | 3/11/21 | Pay | 1.100% + 1 Month U.S. LIBOR | Monthly | | 40,575 | | | 545,799 | | | 37,046 | |
JPM | | Nuveen New York | | | | | | | | | | | | | |
| | AMT-Free Quality | | | | | | | | | | | | | |
| | Municipal Income Fund | 7/20/21 | Pay | 0.300% + 1 Month U.S. LIBOR | Quarterly | | 85,021 | | | 1,114,625 | | | 35,467 | |
JPM | | Qiagen N.V. | 7/20/21 | Pay | 0.400% + 3 Month U.S. LIBOR | Quarterly | | 6,600 | | | 321,091 | | | 27,626 | |
The accompanying notes are an integral part of these financial statements.
WCM Alternatives: Event-Driven Fund
SCHEDULE OF INVESTMENTS (continued)
Open Swap Contracts*
December 31, 2020
|
| | | Pay/Receive | | | | | | | | Unrealized | |
Counter- | | | Termination | Financing on | | Payment | | | | Notional | | Appreciation | |
party | | Security | Date | Rate | Financing Rate | Frequency | | Shares | | Amount | (Depreciation)** |
BAML | | Qiagen N.V. | 7/27/21 | Pay | 0.450% + 1 Month U.S. LIBOR | Monthly | | 85,387 | | $ | 4,159,230 | | $ | 352,522 | |
BAML | | Qiagen N.V. | 9/4/21 | Pay | 0.450% + 1 Month U.S. LIBOR | Monthly | | 8,915 | | | 422,214 | | | 48,853 | |
GS | | Recipharm AB Class B | 12/23/21 | Pay | 0.500% + 1 Month U.S. LIBOR | Monthly | | 3,300 | | | 86,891 | | | 1,102 | |
BAML | | Renault S.A. | 5/29/21 | Pay | 0.350% + 1 Month U.S. LIBOR | Monthly | | 3,000 | | | 70,408 | | | 60,637 | |
JPM | | Renault S.A. | 7/20/21 | Pay | 0.400% + 3 Month U.S. LIBOR | Quarterly | | 25,418 | | | 705,728 | | | 404,476 | |
JPM | | Royal Dutch Shell | | | | | | | | | | | | | |
| | plc ADR Class B | 7/20/21 | Pay | 0.300% + 1 Month U.S. LIBOR | Quarterly | | 40,950 | | | 1,247,337 | | | 128,722 | |
JPM | | RSA Insurance | | | | | | | | | | | | | |
| | Group plc | 11/6/21 | Pay | 0.300% + 3 Month U.S. LIBOR | Quarterly | | 614,001 | | | 5,368,185 | | | 318,281 | |
GS | | Saracen Mineral | | | | | | | | | | | | | |
| | Holdings Ltd. | 11/13/21 | Pay | 0.500% + 1 Month U.S. LIBOR | Monthly | | 362,584 | | | 1,401,414 | | | (73,890 | ) |
GS | | SCVX Corporation | 9/24/21 | Pay | 1.100% + 1 Month U.S. LIBOR | Monthly | | 25,214 | | | 255,304 | | | 4,300 | |
BAML | | Siemens AG | 10/21/21 | Pay | 0.350% + 1 Month U.S. LIBOR | Monthly | | 27,627 | | | 3,608,749 | | | 356,944 | |
GS | | Signature Aviation plc | 12/18/21 | Pay | 0.500% + 1 Month U.S. LIBOR | Monthly | | 50,378 | | | 250,306 | | | 16,262 | |
GS | | Siltronic AG | 12/3/21 | Pay | 0.500% + 1 Month U.S. LIBOR | Monthly | | 12,362 | | | 1,884,866 | | | 49,346 | |
GS | | Slack Technologies, | | | | | | | | | | | | | |
| | Inc. Class A | 12/3/21 | Pay | 0.500% + 1 Month U.S. LIBOR | Monthly | | 264,786 | | | 11,281,371 | | | (98,945 | ) |
JPM | | SLM Corporation, | | | | | | | | | | | | | |
| | 4.311%, Series B | 7/20/21 | Pay | 1.100% + 1 Month U.S. LIBOR | Quarterly | | 35,769 | | | 1,162,493 | | | 732,574 | |
JPM | | Suez | 10/9/21 | Pay | 0.400% + 3 Month U.S. LIBOR | Quarterly | | 56,968 | | | 1,065,365 | | | 63,141 | |
GS | | Tiffany & Company | 2/28/21 | Pay | 0.500% + 1 Month U.S. LIBOR | Monthly | | 71,475 | | | 9,488,702 | | | (95,187 | ) |
GS | | Varian Medical | | | | | | | | | | | | | |
| | Systems, Inc. | 10/28/21 | Pay | 0.500% + 1 Month U.S. LIBOR | Monthly | | 59,644 | | | 10,335,026 | | | 101,260 | |
GS | | Vodafone Group plc | 10/29/21 | Pay | 0.500% + 1 Month U.S. LIBOR | Monthly | | 50,500 | | | 684,275 | | | 147,804 | |
GS | | Voya Prime Rate Trust | 12/22/21 | Pay | 1.100% + 1 Month U.S. LIBOR | Monthly | | 147,737 | | | 663,261 | | | (3,028 | ) |
JPM | | Voya Prime Rate Trust | 12/24/21 | Pay | 0.300% + 1 Month U.S. LIBOR | Quarterly | | 49,061 | | | 220,696 | | | (1,402 | ) |
GS | | William Hill plc | 9/24/21 | Pay | 0.500% + 1 Month U.S. LIBOR | Monthly | | 393,869 | | | 1,143,002 | | | 311,534 | |
JPM | | William Hill plc | 9/25/21 | Pay | 0.300% + 3 Month U.S. LIBOR | Quarterly | | 549,914 | | | 2,022,692 | | | 7,991 | |
GS | | Willis Towers Watson plc | 3/12/21 | Pay | 0.500% + 1 Month U.S. LIBOR | Monthly | | 69,482 | | | 13,855,821 | | | 779,764 | |
BAML | | Xilinx, Inc. | 12/4/21 | Pay | 0.750% + 1 Month U.S. LIBOR | Monthly | | 15,103 | | | 2,233,885 | | | (93,455 | ) |
JPM | | Xilinx, Inc. | 12/4/21 | Pay | 0.300% + 1 Month U.S. LIBOR | Quarterly | | 22,937 | | | 3,392,612 | | | (141,568 | ) |
The accompanying notes are an integral part of these financial statements.
WCM Alternatives: Event-Driven Fund
SCHEDULE OF INVESTMENTS (continued)
Open Swap Contracts*
December 31, 2020
|
| | | Pay/Receive | | | | | | | | | | Unrealized | |
Counter- | | | Termination | Financing on | | Payment | | | | | Notional | | | Appreciation | |
party | | Security | Date | Rate | Financing Rate | Frequency | | Shares | | | Amount | | (Depreciation)** |
SHORT TOTAL RETURN SWAP CONTRACTS | | | | | | | | | | |
JPM | | Advanced Micro | | | | | | | | | | | | | |
| | Devices, Inc. | 10/27/21 | Pay | (0.600)% + Overnight Banking Rate | Quarterly | | (39,530 | ) | | $ | (3,186,961 | ) | | $ | (439,118 | ) |
BAML | | Advanced Micro | | | | | | | | | | | | | | | |
| | Devices, Inc. | 11/11/21 | Pay | (0.400)% + 1 Month U.S. LIBOR | Monthly | | (39,831 | ) | | | (3,512,105 | ) | | | (141,105 | ) |
JPM | | American Airlines | | | | | | | | | | | | | | | |
| | Group, Inc. | 7/20/21 | Pay | (0.600)% + Overnight Banking Rate | Quarterly | | (194 | ) | | | (2,225 | ) | | | (835 | ) |
BAML | | Analog Devices, Inc. | 7/30/21 | Pay | (0.400)% + 1 Month U.S. LIBOR | Monthly | | (67,966 | ) | | | (8,134,211 | ) | | | (1,907,155 | ) |
GS | | Aon plc | 4/23/21 | Pay | (0.350)% + U.S. Federal Funds | Monthly | | (76,728 | ) | | | (15,131,791 | ) | | | (1,079,822 | ) |
GS | | AstraZeneca plc | 12/15/21 | Pay | (0.350)% + U.S. Federal Funds | Monthly | | (54,864 | ) | | | (2,788,737 | ) | | | 45,873 | |
JPM | | Basket of Swaps | 7/20/21 | Pay | (0.950)% + Overnight Banking Rate | Quarterly | | (10,248 | ) | | | (1,158,088 | ) | | | (217,377 | ) |
GS | | Bridgebio Pharma, Inc. | 11/10/21 | Pay | (0.490)% + U.S. Federal Funds | Monthly | | (17,321 | ) | | | (695,438 | ) | | | (536,394 | ) |
JPM | | ConocoPhillips | 10/26/21 | Pay | (0.600)% + Overnight Banking Rate | Quarterly | | (149,587 | ) | | | (4,907,319 | ) | | | (1,075,869 | ) |
JPM | | Daimler AG | 7/20/21 | Pay | (0.467)% + Overnight Banking Rate | Quarterly | | (1,525 | ) | | | (67,847 | ) | | | (39,828 | ) |
GS | | Discovery, Inc. Class A | 12/14/21 | Pay | (0.350)% + U.S. Federal Funds | Monthly | | (48,615 | ) | | | (1,392,820 | ) | | | (70,113 | ) |
BAML | | HUYA, Inc. | 11/30/21 | Pay | (7.750)% + 1 Month U.S. LIBOR | Monthly | | (29,178 | ) | | | (610,237 | ) | | | 27,119 | |
GS | | International Flavors | | | | | | | | | | | | | | | |
| | & Fragrances, Inc. | 3/17/21 | Pay | (4.404)% + U.S. Federal Funds | Monthly | | (9,441 | ) | | | (1,074,576 | ) | | | 45,731 | |
BAML | | Marvell Technology | | | | | | | | | | | | | | | |
| | Group Ltd. | 10/29/21 | Pay | (0.400)% + 1 Month U.S. LIBOR | Monthly | | (131,160 | ) | | | (5,635,912 | ) | | | (599,942 | ) |
JPM | | Nissan Motor | | | | | | | | | | | | | | | |
| | Company Ltd. | 7/20/21 | Pay | (0.467)% + Overnight Banking Rate | Quarterly | | (171,229 | ) | | | (680,384 | ) | | | (248,395 | ) |
GS | | Northern Star | | | | | | | | | | | | | | | |
| | Resources Ltd. | 11/13/21 | Pay | (0.400)% + U.S. Federal Funds | Monthly | | (136,440 | ) | | | (1,411,061 | ) | | | 76,098 | |
BAML | | Pan American | | | | | | | | | | | | | | | |
| | Silver Corporation | 2/20/21 | Pay | (0.400)% + 1 Month U.S. LIBOR | Monthly | | (16,028 | ) | | | (399,257 | ) | | | (153,906 | ) |
BAML | | Peugeot S.A. | 2/13/21 | Pay | (0.350)% + 1 Month U.S. LIBOR | Monthly | | (324,161 | ) | | | (6,502,143 | ) | | | (2,431,420 | ) |
GS | | Prosus N.V. | 9/14/21 | Pay | (0.350)% + U.S. Federal Funds | Monthly | | (11,464 | ) | | | (1,107,906 | ) | | | (129,670 | ) |
GS | | QuantumScape | | | | | | | | | | | | | | | |
| | Corporation | 12/8/21 | Pay | (325.000)% + U.S. Federal Funds | Monthly | | (2,200 | ) | | | (113,293 | ) | | | (96,946 | ) |
The accompanying notes are an integral part of these financial statements.
WCM Alternatives: Event-Driven Fund
SCHEDULE OF INVESTMENTS (continued)
Open Swap Contracts*
December 31, 2020
|
| | | Pay/Receive | | | | | | | Unrealized | |
Counter- | | | Termination | Financing on | | Payment | | | Notional | | Appreciation | |
party | | Security | Date | Rate | Financing Rate | Frequency | Shares | | Amount | | (Depreciation)** | |
JPM | | Royal Dutch | | | | | | | | | | |
| | Shell plc ADR Class A | 7/20/21 | Pay | (0.600)% + Overnight Banking Rate | Quarterly | (102,668 | ) | $ | (3,327,470 | ) | $ | (281,101 | ) |
GS | | Salesforce.com, Inc. | 12/4/21 | Pay | (0.350)% + U.S. Federal Funds | Monthly | (14,025 | ) | | (3,151,683 | ) | | 30,445 | |
JPM | | SiriusXM Holdings | 7/20/21 | Pay | (0.600)% + Overnight Banking Rate | Quarterly | (117,749 | ) | | (685,299 | ) | | (64,930 | ) |
JPM | | Unilever N.V. | 11/17/21 | Pay | (0.200)% + Overnight Banking Rate | Quarterly | (7 | ) | | (423 | ) | | 2 | |
BAML | | VMware, Inc. Class A | 10/15/21 | Pay | (0.855)% + 1 Month U.S. LIBOR | Monthly | (3,001 | ) | | (417,988 | ) | | (3,039 | ) |
| | | | | | | | | | | | $ | 4,935,945 | |
BAML – Bank of America Merrill Lynch & Co., Inc.
GS – Goldman, Sachs & Co.
JPM – JPMorgan Chase & Co., Inc.
LIBOR – London Interbank Offered Rate
Overnight Banking Rate – Overnight Banking Funding Rate
plc – Public Limited Company
U.S. Federal Funds – U.S. Federal Funds Effective Rate
* | There were no upfront premiums paid or received for the open swap contracts held. |
** | Based on the net swap value held at each counterparty, unrealized appreciation (depreciation) is a receivable (payable). |
The accompanying notes are an integral part of these financial statements.
WCM Alternatives: Credit Event Fund
SCHEDULE OF INVESTMENTS
December 31, 2020
| | Shares/Units | | | Value | |
LONG INVESTMENTS – 103.43% | | | | | | |
| | | | | | |
SPECIAL PURPOSE ACQUISITION | | | | | | |
COMPANIES — 23.74% (a) | | | | | | |
Ackrell Spac Partners I Company | | | 9,700 | | | $ | 99,813 | |
Apollo Strategic Growth Capital Class A (b) | | | 2,399 | | | | 26,221 | |
Ascendant Digital Acquisition | | | | | | | | |
Corporation Class A (b) | | | 7,974 | | | | 81,813 | |
Avanti Acquisition Corporation (b) | | | 4,299 | | | | 46,601 | |
Avanti Acquisition Corporation Class A (b)(d) | | | 9,599 | | | | 98,678 | |
CC Neuberger Principal Holdings II Class A (b) | | | 1,906 | | | | 19,822 | |
CHP Merger Corporation Class A | | | 1,150 | | | | 11,799 | |
Churchill Capital Corporation IV Class A | | | 8,735 | | | | 87,437 | |
CONX Corporation | | | 4,300 | | | | 44,935 | |
DFP Healthcare Acquisitions | | | | | | | | |
Corporation Class A | | | 9,272 | | | | 100,138 | |
Equity Distribution Acquisition Corporation | | | 2 | | | | 21 | |
Equity Distribution Acquisition | | | | | | | | |
Corporation Class A | | | 8,187 | | | | 83,835 | |
Falcon Capital Acquisition | | | | | | | | |
Corporation Class A | | | 5,641 | | | | 59,456 | |
Far Peak Acquisition Corporation (b) | | | 9,410 | | | | 97,394 | |
FirstMark Horizon Acquisition | | | | | | | | |
Corporation Class A | | | 7,500 | | | | 85,500 | |
Frazier Lifesciences Acquisition | | | | | | | | |
Corporation (b)(d) | | | 9,203 | | | | 95,527 | |
GigCapital3, Inc. | | | 525 | | | | 6,920 | |
Golden Falcon Acquisition Corporation (d) | | | 9,637 | | | | 100,225 | |
Gores Holdings V, Inc. Class A (j) | | | 4,295 | | | | 44,668 | |
GS Acquisition Holdings | | | | | | | | |
Corporation II Class A | | | 4,596 | | | | 50,096 | |
Healthcare Services Acquisition | | | | | | | | |
Corporation | | | 7,500 | | | | 76,650 | |
Highland Transcend Partners I | | | | | | | | |
Corporation (b)(d) | | | 8,984 | | | | 94,332 | |
Holicity, Inc. | | | 1,804 | | | | 18,741 | |
Holicity, Inc. Class A | | | 2,256 | | | | 22,808 | |
Jaws Spitfire Acquisition Corporation (b) | | | 4,998 | | | | 55,228 | |
Longview Acquisition Corporation Class A | | | 1,256 | | | | 24,856 | |
Montes Archimedes Acquisition Corporation | | | 4,526 | | | | 47,523 | |
Prime Impact Acquisition I (b) | | | 525 | | | | 5,570 | |
Prime Impact Acquisition I Class A (b) | | | 4,129 | | | | 41,703 | |
RedBall Acquisition Corporation Class A (b) | | | 1,470 | | | | 16,008 | |
The accompanying notes are an integral part of these financial statements.
WCM Alternatives: Credit Event Fund
SCHEDULE OF INVESTMENTS (continued)
December 31, 2020
| | Shares/Units | | | Value | |
Senior Connect Acquisition Corporation I | | | 4,583 | | | $ | 47,159 | |
Spartan Acquisition Corporation II (d) | | | 7,771 | | | | 83,927 | |
Sports Entertainment Acquisition Corporation | | | 1,940 | | | | 20,855 | |
Starboard Value Acquisition | | | | | | | | |
Corporation Class A | | | 6,754 | | | | 69,971 | |
Subversive Capital Acquisition | | | | | | | | |
Corporation Class A (b) | | | 22,446 | | | | 227,155 | |
Tailwind Acquisition Corporation Class A | | | 2,698 | | | | 28,032 | |
TPG Pace Tech Opportunities Corporation (b) | | | 305 | | | | 3,465 | |
TPG Pace Tech Opportunities | | | | | | | | |
Corporation Class A (b) | | | 224 | | | | 2,486 | |
Trebia Acquisition Corporation Class A (b) | | | 5,450 | | | | 58,806 | |
TWC Tech Holdings II Corporation Class A | | | 4,788 | | | | 50,417 | |
VG Acquisition Corporation Class A (b) | | | 2,070 | | | | 23,660 | |
Vy Global Growth Class A (b) | | | 4,461 | | | | 46,484 | |
Yucaipa Acquisition Corporation Class A (b) | | | 4,372 | | | | 44,157 | |
TOTAL SPECIAL PURPOSE ACQUISITION | | | | | | | | |
COMPANIES (Cost $2,240,789) | | | | | | | 2,350,892 | |
| | | | | | | | |
| | Shares | | | | | |
CLOSED-END FUNDS — 0.12% | | | | | | | | |
BlackRock MuniYield Quality Fund III, Inc. | | | 835 | | | | 12,066 | |
TOTAL CLOSED-END FUNDS (Cost $11,464) | | | | | | | 12,066 | |
| | | | | | | | |
PRIVATE INVESTMENT IN | | | | | | | | |
PUBLIC EQUITY — 13.05% (a)(e)(g)(l) | | | | | | | | |
QuantumScape Corporation | | | 17,000 | | | | 1,292,085 | |
TOTAL PRIVATE INVESTMENT IN | | | | | | | | |
PUBLIC EQUITY (Cost $170,000) | | | | | | | 1,292,085 | |
| | | | | | | | |
PREFERRED STOCKS — 4.04% | | | | | | | | |
Fannie Mae, 8.250%, Series S (a) | | | 8,005 | | | | 68,683 | |
Freddie Mac, 8.375%, Series Z (a) | | | 9,447 | | | | 82,756 | |
Taubman Centers, Inc., 6.250%, Series J (d)(f) | | | 4,963 | | | | 124,656 | |
Taubman Centers, Inc., 6.500%, Series J (d)(f) | | | 4,949 | | | | 124,328 | |
TOTAL PREFERRED STOCKS (Cost $414,068) | | | | | | | 400,423 | |
| | | | | | | | |
WARRANTS — 0.99% (a) | | | | | | | | |
Ascendant Digital Acquisition | | | | | | | | |
Corporation Class A | | | | | | | | |
Expiration: December 2025, | | | | | | | | |
Exercise Price: $11.50 (b) | | | 3,987 | | | | 6,818 | |
The accompanying notes are an integral part of these financial statements.
WCM Alternatives: Credit Event Fund
SCHEDULE OF INVESTMENTS (continued)
December 31, 2020
| | Shares | | | Value | |
CC Neuberger Principal Holdings I Class A | | | | | | |
Expiration: December 2025, | | | | | | |
Exercise Price: $11.50 (b) | | | 1,426 | | | $ | 3,351 | |
CC Neuberger Principal Holdings II Class A | | | | | | | | |
Expiration: July 2025, | | | | | | | | |
Exercise Price: $11.50 (b) | | | 1,956 | | | | 3,325 | |
CHP Merger Corporation Class A | | | | | | | | |
Expiration: November 2024, | | | | | | | | |
Exercise Price: $11.50 | | | 575 | | | | 748 | |
Churchill Capital Corporation IV Class A | | | | | | | | |
Expiration: September 2025, | | | | | | | | |
Exercise Price: $11.50 | | | 1,747 | | | | 2,655 | |
Equity Distribution Acquisition | | | | | | | | |
Corporation Class A | | | | | | | | |
Expiration: September 2025, | | | | | | | | |
Exercise Price: $11.50 | | | 2,729 | | | | 4,884 | |
Falcon Capital Acquisition Corporation Class A | | | | | | | | |
Expiration: August 2027, | | | | | | | | |
Exercise Price: $11.50 | | | 109 | | | | 234 | |
Fusion Acquisition Corporation Class A | | | | | | | | |
Expiration: June 2027, | | | | | | | | |
Exercise Price: $11.50 | | | 3,781 | | | | 9,679 | |
GCM Grosvenor, Inc. Class A | | | | | | | | |
Expiration: November 2025, | | | | | | | | |
Exercise Price: $11.50 | | | 7,241 | | | | 13,008 | |
GigCapital3, Inc. | | | | | | | | |
Expiration: July 2025, | | | | | | | | |
Exercise Price: $11.50 | | | 393 | | | | 1,371 | |
Juniper Industrial Holdings, Inc. Class A | | | | | | | | |
Expiration: November 2026, | | | | | | | | |
Exercise Price: $11.50 | | | 2,276 | | | | 4,188 | |
Longview Acquisition Corporation Class A | | | | | | | | |
Expiration: June 2025, | | | | | | | | |
Exercise Price: $11.50 | | | 557 | | | | 3,671 | |
Merida Merger Corporation I | | | | | | | | |
Expiration: November 2026, | | | | | | | | |
Exercise Price: $11.50 | | | 2,957 | | | | 2,957 | |
Pershing Square Tontine Holdings Ltd. Class A | | | | | | | | |
Expiration: July 2025, | | | | | | | | |
Exercise Price: $23.00 | | | 549 | | | | 5,270 | |
SCVX Corporation | | | | | | | | |
Expiration: January 2025, | | | | | | | | |
Exercise Price: $11.50 (b) | | | 2,487 | | | | 4,228 | |
The accompanying notes are an integral part of these financial statements.
WCM Alternatives: Credit Event Fund
SCHEDULE OF INVESTMENTS (continued)
December 31, 2020
| | Shares | | | Value | |
Tuscan Holdings Corporation II | | | | | | |
Expiration: July 2025, | | | | | | |
Exercise Price: $11.50 | | | 9,600 | | | $ | 22,945 | |
VG Acquisition Corporation Class A | | | | | | | | |
Expiration: September 2025, | | | | | | | | |
Exercise Price: $11.50 (b) | | | 690 | | | | 1,829 | |
Whole Earth Brands, Inc. | | | | | | | | |
Expiration: June 2025, | | | | | | | | |
Exercise Price: $11.50 | | | 5,160 | | | | 7,121 | |
TOTAL WARRANTS (Cost $45,022) | | | | | | | 98,282 | |
| | | | | | | | |
| | Principal | | | | | |
| | Amount | | | | | |
BANK LOANS — 15.60% | | | | | | | | |
Cengage Learning Holdings II, Inc. | | | | | | | | |
5.250% (3 Month U.S. | | | | | | | | |
LIBOR + 4.250%), 6/7/2023 (f)(i) | | $ | 96,934 | | | | 93,239 | |
Claire’s Stores, Inc. | | | | | | | | |
6.646% (1 Month U.S. | | | | | | | | |
LIBOR + 6.500%), 12/18/2026 (f)(i) | | | 415,858 | | | | 353,478 | |
Heritage Power LLC | | | | | | | | |
7.000% (1 Month U.S. | | | | | | | | |
LIBOR + 6.000%), 8/2/2026 (f)(i) | | | 294,675 | | | | 279,941 | |
McGraw-Hill Global Education Holdings LLC | | | | | | | | |
5.000% (3 Month U.S. | | | | | | | | |
LIBOR + 4.000%), 5/4/2022 (f)(i) | | | 91,735 | | | | 89,614 | |
Refinitiv U.S. Holdings, Inc. | | | | | | | | |
3.396% (1 Month U.S. | | | | | | | | |
LIBOR + 3.250%), 10/1/2025 (f)(i) | | | 148,724 | | | | 148,662 | |
RentPath LLC | | | | | | | | |
8.000% (3 Month U.S. | | | | | | | | |
LIBOR + 4.750%), 12/17/2021 (f)(i)(k) | | | 473,000 | | | | 230,588 | |
8.000% (1 Month U.S. | | | | | | | | |
LIBOR + 7.000%), 12/14/2025 (f)(i) | | | 22,094 | | | | 20,658 | |
Watts Guerra LLP | | | | | | | | |
8.000%, 12/31/2022 (g) | | | 328,000 | | | | 328,000 | |
TOTAL BANK LOANS (Cost $1,795,319) | | | | | | | 1,544,180 | |
| | | | | | | | |
CONVERTIBLE BONDS — 1.83% (d)(f) | | | | | | | | |
Macquarie Infrastructure Corporation | | | | | | | | |
2.000%, 10/1/2023 | | | 182,000 | | | | 181,545 | |
TOTAL CONVERTIBLE BONDS | | | | | | | | |
(Cost $178,461) | | | | | | | 181,545 | |
The accompanying notes are an integral part of these financial statements.
WCM Alternatives: Credit Event Fund
SCHEDULE OF INVESTMENTS (continued)
December 31, 2020
| | Principal | | | | |
| | Amount | | | Value | |
CORPORATE BONDS — 35.09% (f) | | | | | | |
APX Group, Inc. | | | | | | |
7.875%, 12/1/2022 (d) | | $ | 383,000 | | | $ | 384,676 | |
Bombardier, Inc. | | | | | | | | |
6.125%, 1/15/2023 (b)(d)(h) | | | 131,000 | | | | 128,184 | |
7.875%, 4/15/2027 (b)(d)(h) | | | 255,000 | | | | 234,847 | |
Cincinnati Bell, Inc. | | | | | | | | |
8.000%, 10/15/2025 (d)(h) | | | 227,000 | | | | 242,464 | |
EIG Investors Corporation | | | | | | | | |
10.875%, 2/1/2024 | | | 58,000 | | | | 60,182 | |
Genesis Energy LP / | | | | | | | | |
Genesis Energy Finance Corporation | | | | | | | | |
5.625%, 6/15/2024 (d) | | | 173,000 | | | | 168,567 | |
Gogo Intermediate Holdings LLC / | | | | | | | | |
Gogo Finance Company, Inc. | | | | | | | | |
9.875%, 5/1/2024 (d)(h) | | | 360,000 | | | | 386,141 | |
Ingram Micro, Inc. | | | | | | | | |
5.450%, 12/15/2024 (d) | | | 227,000 | | | | 261,328 | |
Navistar International Corporation | | | | | | | | |
6.625%, 11/1/2025 (d)(h) | | | 212,000 | | | | 222,367 | |
Nielsen Finance LLC / | | | | | | | | |
Nielsen Finance Company | | | | | | | | |
5.000%, 4/15/2022 (d)(h) | | | 117,000 | | | | 117,425 | |
Parsley Energy LLC / | | | | | | | | |
Parsley Finance Corporation | | | | | | | | |
5.250%, 8/15/2025 (h) | | | 63,000 | | | | 65,772 | |
5.625%, 10/15/2027 (d)(h) | | | 91,000 | | | | 99,736 | |
Refinitiv U.S. Holdings, Inc. | | | | | | | | |
6.250%, 5/15/2026 (h) | | | 68,000 | | | | 72,718 | |
8.250%, 11/15/2026 (d)(h) | | | 281,000 | | | | 306,993 | |
Stars Group Holdings BV / | | | | | | | | |
Stars Group US Co-Borrower LLC | | | | | | | | |
7.000%, 7/15/2026 (b)(d)(h) | | | 294,000 | | | | 309,986 | |
WPX Energy, Inc. | | | | | | | | |
5.875%, 6/15/2028 (d) | | | 379,000 | | | | 413,603 | |
TOTAL CORPORATE BONDS | | | | | | | | |
(Cost $3,346,382) | | | | | | | 3,474,989 | |
The accompanying notes are an integral part of these financial statements.
WCM Alternatives: Credit Event Fund
SCHEDULE OF INVESTMENTS (continued)
December 31, 2020
| | Shares | | | Value | |
ESCROW NOTES — 5.01% (a)(f) | | | | | | |
Altaba, Inc. | | | 34,068 | | | $ | 495,973 | |
TOTAL ESCROW NOTES (Cost $453,026) | | | | | | | 495,973 | |
| | | | | | | | |
SHORT-TERM INVESTMENTS — 3.96% | | | | | | | | |
| | | | | | | | |
MONEY MARKET FUNDS — 3.96% (c) | | | | | | | | |
Goldman Sachs Government Fund, | | | | | | | | |
Institutional Share Class, 0.03% | | | 391,849 | | | | 391,849 | |
TOTAL SHORT-TERM INVESTMENTS | | | | | | | | |
(Cost $391,849) | | | | | | | 391,849 | |
TOTAL LONG INVESTMENTS | | | | | | | | |
(Cost $9,046,380) — 103.43% | | | | | | | 10,242,284 | |
| | | | | | | | |
SHORT INVESTMENTS — (11.22)% | | | | | | | | |
| | | | | | | | |
COMMON STOCKS — (8.53)% | | | | | | | | |
| | | | | | | | |
AUTO PARTS & EQUIPMENT — (8.53)% | | | | | | | | |
QuantumScape Corporation | | | (10,000 | ) | | | (844,500 | ) |
TOTAL COMMON STOCKS | | | | | | | | |
(Proceeds $207,186) | | | | | | | (844,500 | ) |
| | | | | | | |
| | Principal | | | | | |
| | Amount | | | | | |
CORPORATE BONDS — (2.69)% (f) | | | | | | | | |
Devon Energy Corporation | | | | | | | | |
5.850%, 12/25/2025 | | $ | (227,000 | ) | | | (266,915 | ) |
TOTAL CORPORATE BONDS | | | | | | | | |
(Proceeds $253,666) | | | | | | | (266,915 | ) |
TOTAL SHORT INVESTMENTS | | | | | | | | |
(Proceeds $460,852) — (11.22)% | | | | | | | (1,111,415 | ) |
TOTAL NET INVESTMENTS | | | | | | | | |
(Cost $8,585,528) — 92.21% | | | | | | | 9,130,869 | |
OTHER ASSETS IN | | | | | | | | |
EXCESS OF LIABILITIES — 7.79% | | | | | | | 771,660 | |
TOTAL NET ASSETS — 100.00% | | | | | | $ | 9,902,529 | |
LIBOR – London Interbank Offered Rate
plc – Public Limited Company
(a) | Non-income producing security. |
(b) | Foreign Security. |
(c) | The rate quoted is the annualized seven-day yield as of December 31, 2020. |
The accompanying notes are an integral part of these financial statements.
WCM Alternatives: Credit Event Fund
SCHEDULE OF INVESTMENTS (continued)
December 31, 2020
(d) | All or a portion of the shares have been committed as collateral for open securities sold short, written option contracts, and swap contracts. |
(e) | Security fair valued by the Valuation Group in good faith in accordance with the policies adopted by the Board of Trustees. |
(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) | 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 December 31, 2020, these securities represent 22.06% of total net assets. |
(i) | The coupon rate shown on variable rate securities represents the rate as of December 31, 2020. |
(j) | This security is held in connection with a written option contract. |
(k) | Default or other conditions exist and the security is not presently accruing income. |
(l) | Restricted security. The Fund may own investment securities that have other legal or contractual limitations, and thus are restricted as to resale. These securities are valued in accordance with the Fund’s pricing procedures (please see Note 2 in the Notes to the Financial Statements for more information). As of December 31, 2020, this common stock had a cost of $170,000 and its market value represented 13.03% 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 Fund Services.
The accompanying notes are an integral part of these financial statements.
WCM Alternatives: Credit Event Fund
SCHEDULE OF INVESTMENTS (continued)
Open Written Options
December 31, 2020
| | Contracts | | | | | | | |
| | (100 shares | | | Notional | | | | |
| | per contract) | | | Amount | | | Value | |
WRITTEN CALL OPTIONS | | | | | | | | | |
Gores Holdings IV, Inc. Class A | | | | | | | | | |
Expiration: January 2021, | | | | | | | | | |
Exercise Price: $12.50 | | | (19 | ) | | $ | (24,947 | ) | | $ | (2,850 | ) |
| | | | | | | | | | | (2,850 | ) |
TOTAL WRITTEN OPTIONS | | | | | | | | | | | | |
(Premiums received $930) | | | | | | | | | | $ | (2,850 | ) |
The accompanying notes are an integral part of these financial statements.
WCM Alternatives: Credit Event Fund
SCHEDULE OF INVESTMENTS (continued)
Open Swap Contracts*
December 31, 2020
|
| | | Pay/Receive | | | | | | | | Unrealized | |
Counter- | | | Termination | on Financing | | Payment | | | | Notional | | Appreciation | |
party | | Security | Date | Rate | Financing Rate | Frequency | | Shares | | Amount | (Depreciation)** |
LONG TOTAL RETURN SWAP CONTRACTS | | | | | | | | |
GS | | Ajax I Class A | 12/24/21 | Pay | 1.100% + 1 Month U.S. LIBOR | Monthly | | 12,246 | | $ | 153,075 | | $ | (1,118 | ) |
GS | | Artius Acquisition, | | | | | | | | | | | | | |
| | Inc. Class A | 9/28/21 | Pay | 1.100% + 1 Month U.S. LIBOR | Monthly | | 18,901 | | | 198,083 | | | 14,286 | |
JPM | | BlackRock Floating | | | | | | | | | | | | | |
| | Rate Income | | | | | | | | | | | | | |
| | Strategies Fund, Inc. | 7/20/21 | Pay | 0.300% + 1 Month U.S. LIBOR | Quarterly | | 5,543 | | | 64,383 | | | 2,734 | |
GS | | BlackRock MuniYield | | | | | | | | | | | | | |
| | Quality Fund III, Inc. | 3/24/21 | Pay | 1.100% + 1 Month U.S. LIBOR | Monthly | | 6,882 | | | 76,750 | | | 22,659 | |
JPM | | BlackRock MuniYield | | | | | | | | | | | | | |
| | Quality Fund III, Inc. | 7/20/21 | Pay | 0.300% + 1 Month U.S. LIBOR | Quarterly | | 672 | | | 8,978 | | | 731 | |
GS | | BowX Acquisition | | | | | | | | | | | | | |
| | Corporation | 9/30/21 | Pay | 1.100% + 1 Month U.S. LIBOR | Monthly | | 15,600 | | | 160,056 | | | 6,801 | |
GS | | Bridgetown Holdings | | | | | | | | | | | | | |
| | Limited Class A | 12/17/21 | Pay | 0.500% + 1 Month U.S. LIBOR | Monthly | | 6,641 | | | 88,657 | | | 14,128 | |
GS | | Broadmark Realty | | | | | | | | | | | | | |
| | Capital, Inc. | 1/16/21 | Pay | 0.600% + 1 Month U.S. LIBOR | Monthly | | 18,866 | | | 230,890 | | | (38,504 | ) |
GS | | CC Neuberger Principal | | | | | | | | | | | | | |
|
| Holdings I Class A | 9/1/21 | Pay | 1.100% + 1 Month U.S. LIBOR | Monthly | | 13,892 | | | 141,143 | | | 9,391 | |
GS | | CC Neuberger Principal | | | | | | | | | | | | | |
| | Holdings II Class A | 12/17/21 | Pay | 0.500% + 1 Month U.S. LIBOR | Monthly | | 16,440 | | | 169,168 | | | 1,775 | |
GS | | dMY Technology | | | | | | | | | | | | | |
| | Group, Inc. II Class A | 12/17/21 | Pay | 0.500% + 1 Month U.S. LIBOR | Monthly | | 4,773 | | | 68,158 | | | 15,785 | |
GS | | E.Merge Technology | | | | | | | | | | | | | |
| | Acquisition | | | | | | | | | | | | | |
| | Corporation Class A | 9/30/21 | Pay | 1.100% + 1 Month U.S. LIBOR | Monthly | | 15,700 | | | 158,256 | | | 9,043 | |
The accompanying notes are an integral part of these financial statements.
WCM Alternatives: Credit Event Fund
SCHEDULE OF INVESTMENTS (continued)
Open Swap Contracts*
December 31, 2020
|
| | | Pay/Receive | | | | | | | | Unrealized | |
Counter- | | | Termination | on Financing | | Payment | | | | Notional | | Appreciation | |
party | | Security | Date | Rate | Financing Rate | Frequency | | Shares | | Amount | (Depreciation)** |
JPM | | Eaton Vance | | | | | | | | | | | |
| | Floating-Rate | | | | | | | | | | | |
| | Income Trust | 7/20/21 | Pay | 0.534% + 1 Month U.S. LIBOR | Quarterly | | 7,491 | | $ | 94,766 | | $ | 3,800 | |
JPM | | Eaton Vance Senior | | | | | | | | | | | | | |
| | Floating-Rate | | | | | | | | | | | | | |
|
| Income Trust | 7/20/21 | Pay | 0.847% + 1 Month U.S. LIBOR | Quarterly | | 1,819 | | | 20,646 | | | 2,500 | |
JPM | | First Trust Senior | | | | | | | | | | | | | |
| | Floating Rate | | | | | | | | | | | | | |
| | Income Fund II | 7/20/21 | Pay | 0.800% + 1 Month U.S. LIBOR | Quarterly | | 3,374 | | | 36,304 | | | 2,885 | |
GS | | Foley Trasimen | | | | | | | | | | | | | |
| | Acquisition | | | | | | | | | | | | | |
| | Corporation Class A | 6/10/21 | Pay | 1.100% + 1 Month U.S. LIBOR | Monthly | | 14,643 | | | 154,044 | | | 20,142 | |
GS | | Fusion Acquisition | | | | | | | | | | | | | |
| | Corporation Class A | 9/10/21 | Pay | 1.100% + 1 Month U.S. LIBOR | Monthly | | 7,562 | | | 74,183 | | | 11,238 | |
GS | | GMAC Capital Trust I | 2/19/21 | Pay | 0.500% + 1 Month U.S. LIBOR | Monthly | | 8,875 | | | 233,235 | | | 6,788 | |
GS | | Gores Holdings | | | | | | | | | | | | | |
| | IV, Inc. Class A | 6/22/21 | Pay | 1.100% + 1 Month U.S. LIBOR | Monthly | | 4,195 | | | 41,950 | | | 13,113 | |
GS | | HighCape Capital | | | | | | | | | | | | | |
| | Acquisition Corporation | 9/28/21 | Pay | 1.100% + 1 Month U.S. LIBOR | Monthly | | 28,193 | | | 285,595 | | | 5,245 | |
GS | | Hudson Executive | | | | | | | | | | | | | |
| | Investment Corporation | | | | | | | | | | | | | |
| | Class A | 6/10/21 | Pay | 1.100% + 1 Month U.S. LIBOR | Monthly | | 18,937 | | | 195,051 | | | 20,751 | |
GS | | Invesco Dynamic Credit | | | | | | | | | | | | | |
| | Opportunities Fund | 12/22/21 | Pay | 1.100% + 1 Month U.S. LIBOR | Monthly | | 765 | | | 7,968 | | | 246 | |
GS | | Invesco Municipal | | | | | | | | | | | | | |
| | Opportunity Trust | 2/19/21 | Pay | 0.500% + 1 Month U.S. LIBOR | Monthly | | 835 | | | 9,631 | | | 1,071 | |
JPM | | Invesco Municipal | | | | | | | | | | | | | |
| | Opportunity Trust | 7/20/21 | Pay | 0.300% + 1 Month U.S. LIBOR | Quarterly | | 1,107 | | | 13,439 | | | 750 | |
The accompanying notes are an integral part of these financial statements.
WCM Alternatives: Credit Event Fund
SCHEDULE OF INVESTMENTS (continued)
Open Swap Contracts*
December 31, 2020
|
| | | Pay/Receive | | | | | | | | Unrealized | |
Counter- | | | Termination | on Financing | | Payment | | | | Notional | | Appreciation | |
party | | Security | Date | Rate | Financing Rate | Frequency | | Shares | | Amount | (Depreciation)** |
JPM | | Invesco Senior | | | | | | | | | | | |
| | Income Trust | 7/20/21 | Pay | 0.714% + 1 Month U.S. LIBOR | Quarterly | | 21,152 | | $ | 75,858 | | $ | 8,300 | |
JPM | | Invesco Value Municipal | | | | | | | | | | | | | |
| | Income Trust | 7/20/21 | Pay | 0.300% + 1 Month U.S. LIBOR | Quarterly | | 923 | | | 13,651 | | | 791 | |
GS | | Juniper Industrial | | | | | | | | | | | | | |
| | Holdings, Inc. Class A | 9/15/21 | Pay | 1.100% + 1 Month U.S. LIBOR | Monthly | | 4,552 | | | 46,248 | | | 2,486 | |
GS | | Merida Merger | | | | | | | | | | | | | |
| | Corporation I | 9/24/21 | Pay | 1.100% + 1 Month U.S. LIBOR | Monthly | | 5,915 | | | 58,145 | | | 2,165 | |
JPM | | Nuveen AMT-Free | | | | | | | | | | | | | |
| | Municipal Credit | | | | | | | | | | | | | |
| | Income Fund | 7/20/21 | Pay | 0.300% + 1 Month U.S. LIBOR | Quarterly | | 1,582 | | | 24,727 | | | 1,814 | |
JPM | | Nuveen AMT-Free | | | | | | | | | | | | | |
| | Quality Municipal | | | | | | | | | | | | | |
| | Income Fund | 7/20/21 | Pay | 0.300% + 1 Month U.S. LIBOR | Quarterly | | 1,229 | | | 17,562 | | | 992 | |
GS | | Nuveen AMT-Free | | | | | | | | | | | | | |
| | Quality Municipal | | | | | | | | | | | | | |
| | Income Fund | 3/24/21 | Pay | 1.100% + 1 Month U.S. LIBOR | Monthly | | 17,513 | | | 228,742 | | | 35,608 | |
JPM | | Nuveen California | | | | | | | | | | | | | |
| | Quality Municipal | | | | | | | | | | | | | |
| | Income Fund | 7/20/21 | Pay | 0.300% + 1 Month U.S. LIBOR | Quarterly | | 1,701 | | | 24,869 | | | 913 | |
JPM | | Nuveen Intermediate | | | | | | | | | | | | | |
| | Duration Municipal | | | | | | | | | | | | | |
| �� | Term Fund | 7/20/21 | Pay | 0.300% + 1 Month U.S. LIBOR | Quarterly | | 12,489 | | | 166,416 | | | 6,896 | |
JPM | | Nuveen Municipal | | | | | | | | | | | | | |
| | Credit Income Fund | 7/20/21 | Pay | 0.300% + 1 Month U.S. LIBOR | Quarterly | | 4,117 | | | 62,126 | | | 4,227 | |
GS | | Nuveen New Jersey | | | | | | | | | | | | | |
| | Quality Municipal | | | | | | | | | | | | | |
| | Income Fund | 3/11/21 | Pay | 1.100% + 1 Month U.S. LIBOR | Monthly | | 712 | | | 9,578 | | | 650 | |
The accompanying notes are an integral part of these financial statements.
WCM Alternatives: Credit Event Fund
SCHEDULE OF INVESTMENTS (continued)
Open Swap Contracts*
December 31, 2020
|
| | | Pay/Receive | | | | | | | | Unrealized | |
Counter- | | | Termination | on Financing | | Payment | | | | Notional | | Appreciation | |
party | | Security | Date | Rate | Financing Rate | Frequency | | Shares | | Amount | (Depreciation)** |
JPM | | Nuveen New York | | | | | | | | | | | |
| | AMT-Free Quality | | | | | | | | | | | |
| | Municipal Income Fund | 7/20/21 | Pay | 0.300% + 1 Month U.S. LIBOR | Quarterly | | 654 | | $ | 8,574 | | $ | 273 | |
GS | | Nuveen New York | | | | | | | | | | | | | |
| | AMT-Free Quality | | | | | | | | | | | | | |
| | Municipal Income Fund | 3/24/21 | Pay | 1.100% + 1 Month U.S. LIBOR | Monthly | | 6,880 | | | 78,367 | | | 14,685 | |
GS | | Oaktree Acquisition | | | | | | | | | | | | | |
| | Corporation Class A | 9/15/21 | Pay | 1.100% + 1 Month U.S. LIBOR | Monthly | | 3,123 | | | 34,509 | | | 11,072 | |
GS | | Pershing Square | | | | | | | | | | | | | |
| | Tontine Holdings | | | | | | | | | | | | | |
| | Ltd. Class A | 9/15/21 | Pay | 1.100% + 1 Month U.S. LIBOR | Monthly | | 4,941 | | | 110,678 | | | 26,239 | |
GS | | QELL Acquisition | | | | | | | | | | | | | |
| | Corporation | 10/28/21 | Pay | 1.100% + 1 Month U.S. LIBOR | Monthly | | 24,900 | | | 248,751 | | | 81,057 | |
GS | | Qurate Retail, Inc. | 9/24/21 | Pay | 1.100% + 1 Month U.S. LIBOR | Monthly | | 3,220 | | | 300,864 | | | 17,796 | |
GS | | Scion Tech Growth I | 12/24/21 | Pay | 1.100% + 1 Month U.S. LIBOR | Monthly | | 18,827 | | | 193,918 | | | 356 | |
GS | | SCVX Corporation | 9/24/21 | Pay | 1.100% + 1 Month U.S. LIBOR | Monthly | | 4,974 | | | 50,364 | | | 848 | |
JPM | | SLM Corporation, | | | | | | | | | | | | | |
| | 4.311%, Series B | 7/20/21 | Pay | 1.100% + 1 Month U.S. LIBOR | Quarterly | | 2,007 | | | 65,228 | | | 41,105 | |
GS | | Social Capital | | | | | | | | | | | | | |
| | Hedosophia Holdings | | | | | | | | | | | | | |
| | Corporation III Class A | 9/10/21 | Pay | 1.100% + 1 Month U.S. LIBOR | Monthly | | 5,800 | | | 64,960 | | | 32,281 | |
GS | | Tortoise Acquisition | | | | | | | | | | | | | |
| | Corporation II | 10/28/21 | Pay | 1.100% + 1 Month U.S. LIBOR | Monthly | | 11,473 | | | 117,541 | | | 11,825 | |
GS | | Trebia Acquisition | | | | | | | | | | | | | |
| | Corporation Class A | 6/29/21 | Pay | 1.100% + 1 Month U.S. LIBOR | Monthly | | 14,822 | | | 155,186 | | | 16,097 | |
JPM | | Voya Prime Rate Trust | 12/24/21 | Pay | 0.300% + 1 Month U.S. LIBOR | Quarterly | | 1,895 | | | 8,524 | | | (54 | ) |
GS | | Voya Prime Rate Trust | 12/22/21 | Pay | 1.100% + 1 Month U.S. LIBOR | Monthly | | 5,705 | | | 25,612 | | | (117 | ) |
GS | | Whole Earth Brands, Inc. | 6/26/21 | Pay | 0.500% + 1 Month U.S. LIBOR | Monthly | | 4,783 | | | 39,512 | | | 12,612 | |
The accompanying notes are an integral part of these financial statements.
WCM Alternatives: Credit Event Fund
SCHEDULE OF INVESTMENTS (continued)
Open Swap Contracts*
December 31, 2020
|
| | | Pay/Receive | | | | | | | | | | Unrealized | |
Counter- | | | Termination | on Financing | | Payment | | | | | Notional | | | Appreciation | |
party | | Security | Date | Rate | Financing Rate | Frequency | | Shares | | | Amount | | (Depreciation)** |
SHORT TOTAL RETURN SWAP CONTRACTS | | | | | | | | | | |
GS | | QuantumScape | | | | | | | | | | | | | |
| | Corporation | 11/30/21 | Pay | (325.000)% + U.S. Federal Funds | Monthly | | (2,500 | ) | | $ | (123,215 | ) | | $ | (116,810 | ) |
| | | | | | | | | | | | | | | $ | 360,347 | |
GS – Goldman Sachs & Co.
JPM – JPMorgan Chase & Co., Inc.
LIBOR – London Interbank Offered Rate
U.S. Federal Funds – U.S. Federal Funds Effective Rate
* | There were no upfront premiums paid or received for the open swap contracts held. |
** | Based on the net swap value held at each counterparty, unrealized appreciation (depreciation) is a receivable (payable). |
The accompanying notes are an integral part of these financial statements.
The Merger Fund and Westchester Capital Funds
STATEMENTS OF ASSETS AND LIABILITIES
December 31, 2020
| | | | | WCM | | | WCM | |
| | | | | Alternatives: | | | Alternatives: | |
| | The Merger | | | Event-Driven | | | Credit Event | |
| | Fund | | | Fund | | | Fund | |
ASSETS: | | | | | | | | | |
Investments in unaffiliated issuers, at value | | | | | | | | | |
(Cost $3,128,652,942, $199,483,284, | | | | | | | | | |
and $9,046,380, respectively)* | | $ | 3,312,175,598 | | | $ | 213,533,491 | | | $ | 10,242,284 | |
Investments in affiliated issuers, at value | | | | | | | | | | | | |
(Cost $29,483,605, $—, | | | | | | | | | | | | |
and $—, respectively) (Note 9) | | | 30,747,809 | | | | — | | | | — | |
Investment of cash collateral from securities | | | | | | | | | | | | |
loaned (Cost $38,662,778, | | | | | | | | | | | | |
$—, and $—, respectively) | | | 38,662,778 | | | | — | | | | — | |
Deposits at brokers for securities sold short | | | 195,223,296 | | | | 11,863,677 | | | | 1,111,893 | |
Deposit at brokers for other investments | | | 320,505,551 | | | | 45,733,514 | | | | — | |
Receivable for swap contracts | | | — | | | | 4,935,945 | | | | 360,347 | |
Receivable for fund shares issued | | | 49,871,675 | | | | 1,179,812 | | | | 22,244 | |
Receivable for investments sold | | | 18,360,550 | | | | 7,910,901 | | | | 127,237 | |
Dividends and interest receivable | | | 4,474,088 | | | | 575,959 | | | | 61,374 | |
Receivable for securities | | | | | | | | | | | | |
lending income (Note 8) | | | 17,810 | | | | — | | | | — | |
Receivable from investment advisor | | | — | | | | — | | | | 4,145 | |
Prepaid expenses and other receivables | | | 80,985 | | | | 36,884 | | | | 25,284 | |
Total Assets | | | 3,970,120,140 | | | | 285,770,183 | | | | 11,954,808 | |
LIABILITIES: | | | | | | | | | | | | |
Securities sold short, at value | | | | | | | | | | | | |
(Proceeds of $198,526,531, $13,137,976, | | | | | | | | | | | | |
and $460,852, respectively) | | | 202,204,273 | | | | 13,574,347 | | | | 1,111,415 | |
Written option contracts, at value | | | | | | | | | | | | |
(Premiums received $5,561,867, | | | | | | | | | | | | |
$5,591,233, and $930, respectively) | | | 5,678,649 | | | | 7,359,692 | | | | 2,850 | |
Payable for forward currency | | | | | | | | | | | | |
exchange contracts | | | 8,985,759 | | | | 1,148,730 | | | | — | |
Payable for swap contracts | | | 54,766,638 | | | | — | | | | — | |
Payable for collateral received | | | | | | | | | | | | |
on securities loaned (Note 8) | | | 38,662,778 | | | | — | | | | — | |
Payable to brokers | | | — | | | | — | | | | 650,873 | |
Payable for investments sold | | | 23,329,415 | | | | 3,045,031 | | | | 88,419 | |
Payable to the investment adviser | | | 2,932,353 | | | | 266,250 | | | | — | |
Payable for fund shares redeemed | | | 2,646,617 | | | | 25,634 | | | | — | |
Distribution fees payable | | | 225,465 | | | | 5,564 | | | | 16 | |
Dividends and interest payable | | | 133,257 | | | | 30,011 | | | | 1,106 | |
Accrued expenses and other liabilities | | | 898,194 | | | | 151,828 | | | | 197,600 | |
Total Liabilities | | | 340,463,398 | | | | 25,607,087 | | | | 2,052,279 | |
NET ASSETS | | $ | 3,629,656,742 | | | $ | 260,163,096 | | | $ | 9,902,529 | |
The accompanying notes are an integral part of these financial statements.
The Merger Fund and Westchester Capital Funds
STATEMENTS OF ASSETS AND LIABILITIES (continued)
December 31, 2020
| | | | | WCM | | | WCM | |
| | | | | Alternatives: | | | Alternatives: | |
| | The Merger | | | Event-Driven | | | Credit Event | |
| | Fund | | | Fund | | | Fund | |
NET ASSETS CONSISTS OF: | | | | | | | | | |
Paid-in capital | | $ | 3,493,845,108 | | | $ | 240,656,674 | | | $ | 8,692,906 | |
Distributable earnings | | | 135,811,634 | | | | 19,506,422 | | | | 1,209,623 | |
Total Net Assets | | $ | 3,629,656,742 | | | $ | 260,163,096 | | | $ | 9,902,529 | |
Investor Class | | | | | | | | | | | | |
Net assets | | $ | 920,287,072 | | | $ | 23,298,478 | | | $ | 78,463 | |
Shares outstanding | | | 52,809,744 | | | | 2,061,025 | | | | 6,542 | |
Net asset value and | | | | | | | | | | | | |
offering price per share** | | $ | 17.43 | | | $ | 11.30 | | | $ | 11.99 | |
Institutional Class | | | | | | | | | | | | |
Net assets | | $ | 2,709,369,670 | | | $ | 236,864,618 | | | $ | 9,824,066 | |
Shares outstanding | | | 156,175,732 | | | | 20,835,560 | | | | 825,184 | |
Net asset value and | | | | | | | | | | | | |
offering price per share** | | $ | 17.35 | | | $ | 11.37 | | | $ | 11.91 | |
* | | Includes securities on loan for The Merger Fund with a value of $37,664,058 at December 31, 2020. |
** | | 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 Westchester Capital Funds
STATEMENTS OF OPERATIONS
For the Year Ended December 31, 2020
| | | | | WCM | | | WCM | |
| | | | | Alternatives: | | | Alternatives: | |
| | The Merger | | | Event-Driven | | | Credit Event | |
| | Fund | | | Fund | | | Fund | |
INVESTMENT INCOME: | | | | | | | | | |
Dividend income on unaffiliated long | | | | | | | | | |
positions (net of foreign withholding taxes | | | | | | | | | |
of $1,388, $89, and $—, respectively) | | $ | 27,695,477 | | | $ | 1,685,289 | | | $ | 10,305 | |
Interest | | | 13,267,995 | | | | 2,486,763 | | | | 310,471 | |
Securities lending income, net (Note 8) | | | 250,254 | | | | — | | | | — | |
Total investment income | | | 41,213,726 | | | | 4,172,052 | | | | 320,776 | |
EXPENSES: | | | | | | | | | | | | |
Investment advisory fees | | | 32,544,612 | | | | 2,772,523 | | | | 76,175 | |
Distribution fees (Investor Class) | | | 2,287,015 | | | | 51,055 | | | | 490 | |
Sub transfer agent fees (Institutional Class) | | | 1,963,728 | | | | 207,094 | | | | 4,409 | |
Sub transfer agent fees (Investor Class) | | | 1,141,071 | | | | 23,500 | | | | 231 | |
Administration fees | | | 1,043,852 | | | | 67,940 | | | | 16,836 | |
Professional fees | | | 780,232 | | | | 125,455 | | | | 54,678 | |
Transfer agent and | | | | | | | | | | | | |
shareholder servicing agent fees | | | 463,288 | | | | 19,406 | | | | 1,942 | |
Fund accounting expenses | | | 332,252 | | | | 56,115 | | | | 7,009 | |
Custody fees | | | 320,992 | | | | 53,549 | | | | 7,424 | |
Reports to shareholders | | | 268,788 | | | | 32,470 | | | | 1,849 | |
Trustees’ fees and expenses | | | 240,204 | | | | 31,349 | | | | 15,038 | |
Compliance fees | | | 198,226 | | | | 13,469 | | | | 370 | |
Miscellaneous expenses | | | 159,777 | | | | 22,851 | | | | 9,214 | |
Federal and state registration fees | | | 162,410 | | | | 52,475 | | | | 43,336 | |
Borrowing expenses on securities sold short | | | 309,905 | | | | 155,795 | | | | 171,504 | |
Dividends and interest on securities sold short | | | 243,439 | | | | 226,667 | | | | 3,985 | |
Interest on reverse repurchase agreements | | | — | | | | — | | | | 532 | |
Total expenses before expense | | | | | | | | | | | | |
waiver/reimbursement by adviser | | | 42,459,791 | | | | 3,911,713 | | | | 415,022 | |
Expense waived/reimbursed | | | | | | | | | | | | |
by adviser (Note 3) | | | (878,123 | ) | | | — | | | | (113,584 | ) |
Net expenses | | | 41,581,668 | | | | 3,911,713 | | | | 301,438 | |
NET INVESTMENT INCOME (LOSS) | | $ | (367,942 | ) | | $ | 260,339 | | | $ | 19,338 | |
The accompanying notes are an integral part of these financial statements.
The Merger Fund and Westchester Capital Funds
STATEMENTS OF OPERATIONS (continued)
For the Year Ended December 31, 2020
| | | | | WCM | | | WCM | |
| | | | | Alternatives: | | | Alternatives: | |
| | The Merger | | | Event-Driven | | | Credit Event | |
| | Fund | | | Fund | | | Fund | |
REALIZED AND CHANGE IN UNREALIZED | | | | | | | | | |
GAIN (LOSS) ON INVESTMENTS: | | | | | | | | | |
Realized gain (loss) on: | | | | | | | | | |
Investments in unaffiliated issuers | | $ | 145,150,243 | | | $ | 2,662,734 | | | $ | 371,776 | |
Securities sold short | | | 29,394,454 | | | | 4,922,279 | | | | (24,122 | ) |
Written option contracts expired or closed | | | (1,935,823 | ) | | | 496,073 | | | | — | |
Forward currency exchange contracts | | | (14,593,059 | ) | | | (1,589,481 | ) | | | — | |
Swap contracts | | | 22,348,081 | | | | (122,100 | ) | | | 61,010 | |
Foreign currency transactions | | | (32,399 | ) | | | (3,344 | ) | | | — | |
Net realized gain | | | 180,331,497 | | | | 6,366,161 | | | | 408,664 | |
Change in unrealized | | | | | | | | | | | | |
appreciation (depreciation) on: | | | | | | | | | | | | |
Investments in unaffiliated issuers | | | 25,296,727 | | | | 6,946,951 | | | | 1,076,996 | |
Investments in affiliated issuers (Note 9) | | | 1,264,204 | | | | — | | | | — | |
Securities sold short | | | (2,399,464 | ) | | | (1,971 | ) | | | (648,203 | ) |
Written option contracts | | | 9,231,289 | | | | (1,452,833 | ) | | | (1,920 | ) |
Forward currency exchange contracts | | | (6,487,562 | ) | | | (872,781 | ) | | | — | |
Swap contracts | | | (43,160,819 | ) | | | 3,306,257 | | | | 371,384 | |
Foreign currency translation | | | — | | | | (22 | ) | | | — | |
Net change in unrealized | | | | | | | | | | | | |
appreciation (depreciation) | | | (16,255,625 | ) | | | 7,925,601 | | | | 798,257 | |
NET REALIZED AND CHANGE IN UNREALIZED | | | | | | | | | | | | |
GAIN ON INVESTMENTS | | | 164,075,872 | | | | 14,291,762 | | | | 1,206,921 | |
NET INCREASE IN NET ASSETS RESULTING | | | | | | | | | | | | |
FROM OPERATIONS | | $ | 163,707,930 | | | $ | 14,552,101 | | | $ | 1,226,259 | |
The accompanying notes are an integral part of these financial statements.
The Merger Fund
STATEMENTS OF CHANGES IN NET ASSETS
| | Year Ended | | | Year Ended | |
| | December 31, 2020 | | | December 31, 2019 | |
Net investment income (loss) | | $ | (367,942 | ) | | $ | 21,065,840 | |
Net realized gain on investments, securities | | | | | | | | |
sold short, written option contracts | | | | | | | | |
expired or closed, forward currency | | | | | | | | |
exchange contracts, swap contracts, | | | | | | | | |
and foreign currency transactions | | | 180,331,497 | | | | 2,260,648 | |
Net change in unrealized appreciation | | | | | | | | |
(depreciation) on investments, securities | | | | | | | | |
sold short, written option contracts, | | | | | | | | |
forward currency exchange contracts | | | | | | | | |
and swap contracts | | | (16,255,625 | ) | | | 158,706,213 | |
Net increase in net assets | | | | | | | | |
resulting from operations | | | 163,707,930 | | | | 182,032,701 | |
| | | | | | | | |
Investor Class – Distributions to | | | | | | | | |
shareholders from: (Note 5) | | | | | | | | |
Total dividends and distributions to | | | | | | | | |
shareholders – Investor Class | | | (29,676,187 | ) | | | (13,594,494 | ) |
| | | | | | | | |
Institutional Class – Distributions to | | | | | | | | |
shareholders from: (Note 5) | | | | | | | | |
Total dividends and distributions to | | | | | | | | |
shareholders – Institutional Class | | | (94,593,221 | ) | | | (28,505,531 | ) |
| | | | | | | | |
Net increase in net assets from | | | | | | | | |
capital share transactions (Note 4) | | | 397,859,507 | | | | 291,074,931 | |
Net increase in net assets | | | 437,298,029 | | | | 431,007,607 | |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of year | | | 3,192,358,713 | | | | 2,761,351,106 | |
End of year | | $ | 3,629,656,742 | | | $ | 3,192,358,713 | |
The accompanying notes are an integral part of these financial statements.
WCM Alternatives: Event-Driven Fund
STATEMENTS OF CHANGES IN NET ASSETS
| | Year Ended | | | Year Ended | |
| | December 31, 2020 | | | December 31, 2019 | |
Net investment income | | $ | 260,339 | | | $ | 932,003 | |
Net realized gain on investments, | | | | | | | | |
securities sold short, written option | | | | | | | | |
contracts expired or closed, forward currency | | | | | | | | |
exchange contracts, swap contracts, | | | | | | | | |
and foreign currency transactions | | | 6,366,161 | | | | 10,397,501 | |
Net change in unrealized appreciation | | | | | | | | |
on investments, securities sold short, | | | | | | | | |
written option contracts, forward currency | | | | | | | | |
exchange contracts, swap contracts, | | | | | | | | |
and foreign currency translation | | | 7,925,601 | | | | 7,714,203 | |
Net increase in net assets | | | | | | | | |
resulting from operations | | | 14,552,101 | | | | 19,043,707 | |
| | | | | | | | |
Investor Class – Distributions to | | | | | | | | |
shareholders from: (Note 5) | | | | | | | | |
Total dividends and distributions to | | | | | | | | |
shareholders – Investor Class | | | (721,079 | ) | | | (404,640 | ) |
| | | | | | | | |
Institutional Class – Distributions to | | | | | | | | |
shareholders from: (Note 5) | | | | | | | | |
Total dividends and distributions to | | | | | | | | |
shareholders – Institutional Class | | | (7,240,314 | ) | | | (4,526,978 | ) |
| | | | | | | | |
Net increase in net assets from | | | | | | | | |
capital share transactions (Note 4) | | | 34,968,628 | | | | 59,257,900 | |
Net increase in net assets | | | 41,559,336 | | | | 73,369,989 | |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of year | | | 218,603,760 | | | | 145,233,771 | |
End of year | | $ | 260,163,096 | | | $ | 218,603,760 | |
The accompanying notes are an integral part of these financial statements.
WCM Alternatives: Credit Event Fund
STATEMENTS OF CHANGES IN NET ASSETS
| | Year Ended | | | Year Ended | |
| | December 31, 2020 | | | December 31, 2019 | |
Net investment income | | $ | 19,338 | | | $ | 83,113 | |
Net realized gain on investments, | | | | | | | | |
securities sold short, and swap contracts | | | 408,664 | | | | 157,709 | |
Net change in unrealized appreciation on | | | | | | | | |
investments, securities sold short, written | | | | | | | | |
option contracts, and swap contracts | | | 798,257 | | | | 245,567 | |
Net increase in net assets | | | | | | | | |
resulting from operations | | | 1,226,259 | | | | 486,389 | |
| | | | | | | | |
Investor Class – Distributions to | | | | | | | | |
shareholders from: (Note 5) | | | | | | | | |
Total dividends and distributions to | | | | | | | | |
shareholders – Investor Class | | | (703 | ) | | | (13,453 | ) |
| | | | | | | | |
Institutional Class – Distributions to | | | | | | | | |
shareholders from: (Note 5) | | | | | | | | |
Total dividends and distributions to | | | | | | | | |
shareholders – Institutional Class | | | (173,397 | ) | | | (135,910 | ) |
| | | | | | | | |
Net increase in net assets from | | | | | | | | |
capital share transactions (Note 4) | | | 3,689,315 | | | | 1,041,763 | |
Net increase in net assets | | | 4,741,474 | | | | 1,378,789 | |
| | | | | | | | |
NET ASSETS: | | | | | | | | |
Beginning of year | | | 5,161,055 | | | | 3,782,266 | |
End of year | | $ | 9,902,529 | | | $ | 5,161,055 | |
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 year.
Institutional Class
| | Year Ended December 31, | |
| | 2020 | | | 2019 | | | 2018 | | | 2017 | | | 2016 | |
Per Share Data: | | | | | | | | | | | | | | | |
Net asset value, beginning of year | | $ | 17.10 | | | $ | 16.30 | | | $ | 15.83 | | | $ | 15.56 | | | $ | 15.25 | |
Income from investment operations: | | | | | | | | | | | | | | | | | | | | |
Net investment | | | | | | | | | | | | | | | | | | | | |
income (loss)(1)(2) | | | 0.01 | | | | 0.14 | | | | 0.23 | | | | 0.10 | | | | (0.04 | ) |
Net realized and unrealized | | | | | | | | | | | | | | | | | | | | |
gain on investments | | | 0.87 | | | | 0.89 | | | | 1.03 | | | | 0.33 | | | | 0.49 | |
Total from | | | | | | | | | | | | | | | | | | | | |
investment operations | | | 0.88 | | | | 1.03 | | | | 1.26 | | | | 0.43 | | | | 0.45 | |
Less distributions: | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | (0.18 | ) | | | (0.05 | ) | | | (0.23 | ) | | | (0.16 | ) | | | (0.14 | ) |
From net realized gains | | | (0.45 | ) | | | (0.18 | ) | | | (0.56 | ) | | | — | | | | — | |
Total dividends and distributions | | | (0.63 | ) | | | (0.23 | ) | | | (0.79 | ) | | | (0.16 | ) | | | (0.14 | ) |
Net Asset Value, end of year | | $ | 17.35 | | | $ | 17.10 | | | $ | 16.30 | | | $ | 15.83 | | | $ | 15.56 | |
Total Return | | | 5.15 | % | | | 6.32 | % | | | 7.98 | % | | | 2.74 | % | | | 2.94 | % |
The accompanying notes are an integral part of these financial statements.
The Merger Fund
FINANCIAL HIGHLIGHTS (continued)
Institutional Class
| | Year Ended December 31, | |
| | 2020 | | | 2019 | | | 2018 | | | 2017 | | | 2016 | |
Supplemental data and ratios: | | | | | | | | | | | | | | | |
Net assets, end of year (000’s) | | $ | 2,709,370 | | | $ | 2,161,001 | | | $ | 1,496,116 | | | $ | 1,152,718 | | | $ | 1,377,041 | |
Ratio of gross expenses | | | | | | | | | | | | | | | | | | | | |
to average net assets: | | | | | | | | | | | | | | | | | | | | |
Before expense reimbursement | | | 1.22 | % | | | 1.74 | %(4) | | | 1.64 | % | | | 1.55 | % | | | 1.70 | % |
After expense reimbursement | | | 1.20 | % | | | 1.72 | %(4) | | | 1.61 | % | | | 1.48 | % | | | 1.59 | % |
Ratio of dividends and interest on | | | | | | | | | | | | | | | | | | | | |
short positions and borrowing | | | | | | | | | | | | | | | | | | | | |
expense on securities sold short | | | | | | | | | | | | | | | | | | | | |
to average net assets | | | 0.02 | % | | | 0.53 | %(4) | | | 0.41 | % | | | 0.37 | % | | | 0.52 | % |
Ratio of operating expenses | | | | | | | | | | | | | | | | | | | | |
to average net assets excluding | | | | | | | | | | | | | | | | | | | | |
dividends and interest on short | | | | | | | | | | | | | | | | | | | | |
positions and borrowing expense | | | | | | | | | | | | | | | | | | | | |
on securities sold short | | | | | | | | | | | | | | | | | | | | |
(after expense reimbursement) | | | 1.18 | % | | | 1.19 | %(5) | | | 1.20 | % | | | 1.11 | % | | | 1.07 | % |
Ratio of net investment income (loss) | | | | | | | | | | | | | | | | | | | | |
to average net assets | | | 0.07 | % | | | 0.81 | % | | | 1.38 | % | | | 0.66 | % | | | (0.27 | )% |
Portfolio turnover rate(3) | | | 188 | % | | | 167 | % | | | 155 | % | | | 166 | % | | | 182 | % |
(1) | Net investment income (loss) before dividends and interest on short positions, borrowing expense on securities on securities sold short and legal expenses related to the settlement of an appraisal right for the years ended December 31, 2020, 2019, 2018, 2017 and 2016 was $0.02, $0.22, $0.29, $0.16 and $0.04, respectively. |
(2) | Net investment income (loss) per share has been calculated based on average shares outstanding during the year. |
(3) | 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 year. |
(4) | The amount for the year ended December 31, 2019 includes 0.10% of legal expenses related to the settlement of an appraisal right. |
(5) | The amount for the year ended December 31, 2019 excludes 0.10% of legal expenses related to the settlement of an appraisal right. |
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 year.
Investor Class
| | Year Ended December 31, | |
| | 2020 | | | 2019 | | | 2018 | | | 2017 | | | 2016 | |
Per Share Data: | | | | | | | | | | | | | | | |
Net asset value, beginning of year | | $ | 17.17 | | | $ | 16.42 | | | $ | 15.94 | | | $ | 15.66 | | | $ | 15.31 | |
Income from investment operations: | | | | | | | | | | | | | | | | | | | | |
Net investment | | | | | | | | | | | | | | | | | | | | |
income (loss)(1)(2) | | | (0.04 | ) | | | 0.09 | | | | 0.18 | | | | 0.05 | | | | (0.09 | ) |
Net realized and unrealized | | | | | | | | | | | | | | | | | | | | |
gain on investments | | | 0.88 | | | | 0.89 | | | | 1.05 | | | | 0.32 | | | | 0.49 | |
Total from investment operations | | | 0.84 | | | | 0.98 | | | | 1.23 | | | | 0.37 | | | | 0.40 | |
Less distributions: | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | (0.13 | ) | | | (0.05 | ) | | | (0.19 | ) | | | (0.09 | ) | | | (0.05 | ) |
From net realized gains | | | (0.45 | ) | | | (0.18 | ) | | | (0.56 | ) | | | — | | | | — | |
Total dividends and distributions | | | (0.58 | ) | | | (0.23 | ) | | | (0.75 | ) | | | (0.09 | ) | | | (0.05 | ) |
Net Asset Value, end of year | | $ | 17.43 | | | $ | 17.17 | | | $ | 16.42 | | | $ | 15.94 | | | $ | 15.66 | |
Total Return | | | 4.87 | % | | | 5.96 | % | | | 7.68 | % | | | 2.39 | % | | | 2.61 | % |
The accompanying notes are an integral part of these financial statements.
The Merger Fund
FINANCIAL HIGHLIGHTS (continued)
Investor Class
| | Year Ended December 31, | |
| | 2020 | | | 2019 | | | 2018 | | | 2017 | | | 2016 | |
Supplemental data and ratios: | | | | | | | | | | | | | | | |
Net assets, end of year (in millions) | | $ | 920 | | | $ | 1,031 | | | $ | 1,265 | | | $ | 1,162 | | | $ | 1,540 | |
Ratio of gross expenses | | | | | | | | | | | | | | | | | | | | |
to average net assets: | | | | | | | | | | | | | | | | | | | | |
Before expense waiver | | | 1.51 | % | | | 2.03 | %(4) | | | 1.94 | % | | | 1.87 | % | | | 2.03 | % |
After expense waiver | | | 1.49 | % | | | 2.01 | %(4) | | | 1.91 | % | | | 1.80 | % | | | 1.92 | % |
Ratio of dividends and interest on | | | | | | | | | | | | | | | | | | | | |
short positions and borrowing | | | | | | | | | | | | | | | | | | | | |
expense on securities sold short | | | | | | | | | | | | | | | | | | | | |
to average net assets | | | 0.02 | % | | | 0.53 | %(4) | | | 0.41 | % | | | 0.37 | % | | | 0.52 | % |
Ratio of operating expenses | | | | | | | | | | | | | | | | | | | | |
to average net assets excluding | | | | | | | | | | | | | | | | | | | | |
dividends and interest on short | | | | | | | | | | | | | | | | | | | | |
positions and borrowing expense | | | | | | | | | | | | | | | | | | | | |
on securities sold short | | | 1.47 | % | | | 1.48 | %(5) | | | 1.50 | % | | | 1.43 | % | | | 1.40 | % |
Ratio of net investment income (loss) | | | | | | | | | | | | | | | | | | | | |
to average net assets | | | (0.22 | )% | | | 0.52 | % | | | 1.08 | % | | | 0.34 | % | | | (0.60 | )% |
Portfolio turnover rate(3) | | | 188 | % | | | 167 | % | | | 155 | % | | | 166 | % | | | 182 | % |
(1) | Net investment income (loss) before dividends and interest on short positions, borrowing expense on securities on securities sold short and legal expenses related to the settlement of an appraisal right for the years ended December 31, 2020, 2019, 2018, 2017 and 2016 was $(0.04), $0.18, $0.25, $0.11 and $(0.01), respectively. |
(2) | Net investment income (loss) per share has been calculated based on average shares outstanding during the year. |
(3) | 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 year. |
(4) | The amount for the year ended December 31, 2019 includes 0.10% of legal expenses related to the settlement of an appraisal right. |
(5) | The amount for the year ended December 31, 2019 excludes 0.10% of legal expenses related to the settlement of an appraisal right. |
The accompanying notes are an integral part of these financial statements.
WCM Alternatives: Event-Driven Fund
FINANCIAL HIGHLIGHTS
Selected per share data is based on a share of beneficial interest outstanding throughout each year.
Institutional Class
| | Year Ended December 31, | |
| | 2020 | | | 2019 | | | 2018 | | | 2017 | | | 2016 | |
Per Share Data: | | | | | | | | | | | | | | | |
Net asset value, beginning of year | | $ | 11.01 | | | $ | 10.14 | | | $ | 10.17 | | | $ | 9.81 | | | $ | 9.62 | |
Income from investment operations: | | | | | | | | | | | | | | | | | | | | |
Net investment | | | | | | | | | | | | | | | | | | | | |
income (loss)(1)(2) | | | 0.01 | | | | 0.06 | | | | 0.14 | | | | 0.00 | (6) | | | (0.04 | ) |
Net realized and unrealized | | | | | | | | | | | | | | | | | | | | |
gain on investments | | | 0.71 | | | | 1.06 | | | | 0.39 | | | | 0.46 | | | | 0.31 | |
Total from investment operations | | | 0.72 | | | | 1.12 | | | | 0.53 | | | | 0.46 | | | | 0.27 | |
Less distributions: | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | (0.10 | ) | | | (0.17 | ) | | | (0.43 | ) | | | — | | | | (0.08 | ) |
From net realized gains | | | (0.26 | ) | | | (0.08 | ) | | | (0.13 | ) | | | (0.10 | ) | | | — | |
Total dividends and distributions | | | (0.36 | ) | | | (0.25 | ) | | | (0.56 | ) | | | (0.10 | ) | | | (0.08 | ) |
Net Asset Value, end of year | | $ | 11.37 | | | $ | 11.01 | | | $ | 10.14 | | | $ | 10.17 | | | $ | 9.81 | |
Total Return | | | 6.55 | % | | | 11.13 | % | | | 5.27 | % | | | 4.72 | % | | | 2.86 | % |
The accompanying notes are an integral part of these financial statements.
WCM Alternatives: Event-Driven Fund
FINANCIAL HIGHLIGHTS (continued)
Institutional Class
| | Year Ended December 31, | |
| | 2020 | | | 2019 | | | 2018 | | | 2017 | | | 2016 | |
Supplemental data and ratios: | | | | | | | | | | | | | | | |
Net assets, end of year (000’s) | | $ | 236,865 | | | $ | 199,251 | | | $ | 134,923 | | | $ | 94,031 | | | $ | 112,947 | |
Ratio of gross expenses | | | | | | | | | | | | | | | | | | | | |
to average net assets: | | | | | | | | | | | | | | | | | | | | |
Before expense | | | | | | | | | | | | | | | | | | | | |
reimbursement/recoupment | | | 1.74 | % | | | 2.10 | %(4) | | | 2.19 | % | | | 2.20 | % | | | 2.37 | % |
After expense | | | | | | | | | | | | | | | | | | | | |
reimbursement/recoupment | | | 1.74 | % | | | 2.10 | %(4) | | | 2.20 | % | | | 2.24 | % | | | 2.36 | % |
Ratio of dividends and interest on | | | | | | | | | | | | | | | | | | | | |
short positions and borrowing | | | | | | | | | | | | | | | | | | | | |
expense on securities sold short | | | | | | | | | | | | | | | | | | | | |
to average net assets | | | 0.17 | % | | | 0.49 | %(4) | | | 0.46 | % | | | 0.50 | % | | | 0.62 | % |
Ratio of operating expenses to | | | | | | | | | | | | | | | | | | | | |
average net assets excluding | | | | | | | | | | | | | | | | | | | | |
dividends and interest on short | | | | | | | | | | | | | | | | | | | | |
positions and borrowing expense | | | | | | | | | | | | | | | | | | | | |
on securities sold short | | | | | | | | | | | | | | | | | | | | |
(after expense | | | | | | | | | | | | | | | | | | | | |
reimbursement/recoupment) | | | 1.57 | % | | | 1.61 | %(5) | | | 1.74 | % | | | 1.74 | % | | | 1.74 | % |
Ratio of net investment income (loss) | | | | | | | | | | | | | | | | | | | | |
to average net assets | | | 0.14 | % | | | 0.52 | % | | | 1.34 | % | | | (0.02 | )% | | | (0.46 | )% |
Portfolio turnover rate(3) | | | 320 | % | | | 238 | % | | | 230 | % | | | 283 | % | | | 217 | % |
(1) | Net investment income (loss) before dividends and interest on short positions, borrowing expense on securities on securities sold short and legal expenses related to the settlement of an appraisal right for the years ended December 31, 2020, 2019, 2018, 2017 and 2016 was $0.03, $0.11, $0.19, $0.05 and $0.02, respectively. |
(2) | Net investment income (loss) per share has been calculated based on average shares outstanding during the year. |
(3) | 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 year. |
(4) | The amount for the year ended December 31, 2019 includes 0.03% of legal expenses related to the settlement of an appraisal right. |
(5) | The amount for the year ended December 31, 2019 excludes 0.03% of legal expenses related to the settlement of an appraisal right. |
(6) | Amount calculated is less than $(0.005). |
The accompanying notes are an integral part of these financial statements.
WCM Alternatives: Event-Driven Fund
FINANCIAL HIGHLIGHTS
Selected per share data is based on a share of beneficial interest outstanding throughout each period.
Investor Class
| | | | | | | | | | | For the | |
| | | | | | | | | | | Period from | |
| | | | | | | | | | | March 22, 2017^ | |
| | Year Ended December 31, | | | through | |
| | | | December 31, | |
| | 2020 | | | 2019 | | | 2018 | | | 2017 | |
Per Share Data: | | | | | | | | | | | | |
Net asset value, beginning of period | | $ | 10.97 | | | $ | 10.12 | | | $ | 10.16 | | | $ | 9.89 | |
Income from investment operations: | | | | | | | | | | | | | | | | |
Net investment income (loss)(1)(2) | | | (0.01 | ) | | | 0.03 | | | | 0.11 | | | | (0.01 | ) |
Net realized and unrealized | | | | | | | | | | | | | | | | |
gain on investments | | | 0.70 | | | | 1.05 | | | | 0.39 | | | | 0.38 | |
Total from investment operations | | | 0.69 | | | | 1.08 | | | | 0.50 | | | | 0.37 | |
Less distributions: | | | | | | | | | | | | | | | | |
From net investment income | | | (0.10 | ) | | | (0.15 | ) | | | (0.41 | ) | | | — | |
From net realized gains | | | (0.26 | ) | | | (0.08 | ) | | | (0.13 | ) | | | (0.10 | ) |
Total dividends and distributions | | | (0.36 | ) | | | (0.23 | ) | | | (0.54 | ) | | | (0.10 | ) |
Net Asset Value, end of period | | $ | 11.30 | | | $ | 10.97 | | | $ | 10.12 | | | $ | 10.16 | |
Total Return | | | 6.30 | % | | | 10.73 | % | | | 4.95 | % | | | 3.77 | %(3) |
| | | | | | | | | | | | | | | | |
Supplemental data and ratios: | | | | | | | | | | | | | | | | |
Net assets, end of period (in 000’s) | | $ | 23,298 | | | $ | 19,352 | | | $ | 10,311 | | | $ | 5,558 | |
Ratio of gross expenses | | | | | | | | | | | | | | | | |
to average net assets: | | | | | | | | | | | | | | | | |
Before expense recoupment | | | 1.99 | % | | | 2.35 | %(6) | | | 2.44 | % | | | 2.52 | %(4) |
After expense recoupment | | | 1.99 | % | | | 2.35 | %(6) | | | 2.45 | % | | | 2.54 | %(4) |
Ratio of dividends and interest on short | | | | | | | | | | | | | | | | |
positions and borrowing expense on | | | | | | | | | | | | | | | | |
securities sold short to average net assets | | | 0.17 | % | | | 0.49 | %(6) | | | 0.46 | % | | | 0.55 | %(4) |
Ratio of operating expenses to average | | | | | | | | | | | | | | | | |
net assets excluding dividends and | | | | | | | | | | | | | | | | |
interest on short positions and borrowing | | | | | | | | | | | | | | | | |
expense on securities sold short | | | | | | | | | | | | | | | | |
(after expense recoupment) | | | 1.82 | % | | | 1.86 | %(7) | | | 1.99 | % | | | 1.99 | %(4) |
Ratio of net investment income (loss) | | | | | | | | | | | | | | | | |
to average net assets | | | (0.11 | )% | | | 0.27 | % | | | 1.09 | % | | | (0.17 | )%(4) |
Portfolio turnover rate(5) | | | 320 | % | | | 238 | % | | | 230 | % | | | 283 | %(3) |
(1) | Net investment income (loss) before dividends and interest on short positions, borrowing expense on securities on securities sold short and legal expenses related to the settlement of an appraisal right for the periods ended December 31, 2020, 2019, 2018 and 2017 was $0.01, $0.08, $0.16 and $0.03, 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. |
(6) | The amount for the year ended December 31, 2019 includes 0.03% of legal expenses related to the settlement of an appraisal right. |
(7) | The amount for the year ended December 31, 2019 excludes 0.03% of legal expenses related to the settlement of an appraisal right. |
^ | Commencement of operations. |
The accompanying notes are an integral part of these financial statements.
WCM Alternatives: Credit Event Fund
FINANCIAL HIGHLIGHTS
Selected per share data is based on a share of beneficial interest outstanding throughout each year.
Institutional Class
| | Year Ended December 31, | |
| | 2020 | | | 2019 | | | 2018 | |
Per Share Data: | | | | | | | | | |
Net asset value, beginning of year | | $ | 10.46 | | | $ | 9.55 | | | $ | 10.00 | |
Income from investment operations: | | | | | | | | | | | | |
Net investment income(1)(2) | | | 0.03 | | | | 0.21 | | | | 0.14 | |
Net realized and unrealized | | | | | | | | | | | | |
gains (loss) on investments | | | 1.63 | | | | 1.02 | | | | (0.43 | ) |
Total from investment operations | | | 1.66 | | | | 1.23 | | | | (0.29 | ) |
Less distributions: | | | | | | | | | | | | |
From net investment income | | | (0.13 | ) | | | (0.28 | ) | | | (0.16 | ) |
From net realized gains | | | (0.08 | ) | | | (0.04 | ) | | | — | |
Total dividends and distributions | | | (0.21 | ) | | | (0.32 | ) | | | (0.16 | ) |
Net Asset Value, end of year | | $ | 11.91 | | | $ | 10.46 | | | $ | 9.55 | |
Total Return | | | 15.89 | %(4) | | | 12.87 | % | | | (2.93 | )% |
| | | | | | | | | | | | |
Supplemental data and ratios: | | | | | | | | | | | | |
Net assets, end of year (000’s) | | $ | 9,824 | | | $ | 4,698 | | | $ | 3,744 | |
Ratio of gross expenses to average net assets: | | | | | | | | | | | | |
Before expense reimbursement | | | 5.44 | % | | | 5.38 | % | | | 6.24 | % |
After expense reimbursement | | | 3.95 | % | | | 1.88 | % | | | 1.73 | % |
Ratio of borrowing expense on securities sold short and | | | | | | | | | | | | |
interest on securities sold short and reverse repurchase | | | | | | | | | | | | |
agreements to average net assets | | | 2.31 | % | | | 0.24 | % | | | 0.09 | % |
Ratio of operating expenses to average net assets | | | | | | | | | | | | |
excluding borrowing expense on securities sold short | | | | | | | | | | | | |
and interest on securities sold short and reverse | | | | | | | | | | | | |
repurchase agreements (after expense reimbursement) | | | 1.64 | % | | | 1.64 | % | | | 1.64 | % |
Ratio of net investment income to average net assets | | | 0.26 | % | | | 2.02 | % | | | 1.44 | % |
Portfolio turnover rate(3) | | | 208 | % | | | 106 | % | | | 192 | % |
(1) | Net investment income before borrowing expense on securities on securities sold short and interest on securities sold short and reverse repurchase agreements for the years ended December 31, 2020, 2019 and 2018 was $0.26, $0.23 and $0.15, respectively. |
(2) | Net investment income per share has been calculated based on average shares outstanding during the year. |
(3) | The numerator for the portfolio turnover rate includes the lesser of purchases or sales (excluding short-term investments, short-term options, swap contracts, short positions and reverse repurchase agreements). The denominator includes the average long positions throughout the year. |
(4) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset values for financial reporting purposes and the returns based upon those net asset values may differ from the net asset values and returns for shareholder transactions. |
The accompanying notes are an integral part of these financial statements.
WCM Alternatives: Credit Event Fund
FINANCIAL HIGHLIGHTS
Selected per share data is based on a share of beneficial interest outstanding throughout each year.
Investor Class
| | Year Ended December 31, | |
| | 2020 | | | 2019 | | | 2018 | |
Per Share Data: | | | | | | | | | |
Net asset value, beginning of year | | $ | 10.43 | | | $ | 9.54 | | | $ | 10.00 | |
Income from investment operations: | | | | | | | | | | | | |
Net investment income(1)(2) | | | — | (4) | | | 0.19 | | | | 0.12 | |
Net realized and unrealized | | | | | | | | | | | | |
gain (loss) on investments | | | 1.67 | | | | 1.01 | | | | (0.44 | ) |
Total from investment operations | | | 1.67 | | | | 1.20 | | | | (0.32 | ) |
Less distributions: | | | | | | | | | | | | |
From net investment income | | | (0.03 | ) | | | (0.27 | ) | | | (0.14 | ) |
From net realized gains | | | (0.08 | ) | | | (0.04 | ) | | | — | |
Total dividends and distributions | | | (0.11 | ) | | | (0.31 | ) | | | (0.14 | ) |
Net Asset Value, end of year | | $ | 11.99 | | | $ | 10.43 | | | $ | 9.54 | |
Total Return | | | 15.99 | %(5) | | | 12.60 | % | | | (3.23 | )% |
| | | | | | | | | | | | |
Supplemental data and ratios: | | | | | | | | | | | | |
Net assets, end of year (000’s) | | $ | 78 | | | $ | 463 | | | $ | 38 | |
Ratio of gross expenses to average net assets: | | | | | | | | | | | | |
Before expense reimbursement | | | 5.69 | % | | | 5.63 | % | | | 6.56 | % |
After expense reimbursement | | | 4.20 | % | | | 2.13 | % | | | 1.98 | % |
Ratio of borrowing expense on securities sold short and | | | | | | | | | | | | |
interest on securities sold short and reverse repurchase | | | | | | | | | | | | |
agreements to average net assets | | | 2.31 | % | | | 0.24 | % | | | 0.09 | % |
Ratio of operating expenses to average net assets | | | | | | | | | | | | |
excluding borrowing expense on securities sold short | | | | | | | | | | | | |
and interest on securities sold short and reverse | | | | | | | | | | | | |
repurchase agreements (after expense reimbursement) | | | 1.89 | % | | | 1.89 | % | | | 1.89 | % |
Ratio of net investment income to average net assets | | | 0.01 | % | | | 1.77 | % | | | 1.19 | % |
Portfolio turnover rate(3) | | | 208 | % | | | 106 | % | | | 192 | % |
(1) | Net investment income before borrowing expense on securities on securities sold short and interest on securities sold short and reverse repurchase agreements for the years ended December 31, 2020, 2019 and 2018 was $0.23, $0.21 and $0.13, respectively. |
(2) | Net investment income per share has been calculated based on average shares outstanding during the year. |
(3) | The numerator for the portfolio turnover rate includes the lesser of purchases or sales (excluding short-term investments, short-term options, swap contracts, short positions and reverse repurchase agreements). The denominator includes the average long positions throughout the year. |
(4) | Amount calculated is less than $0.005. |
(5) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset values for financial reporting purposes and the returns based upon those net asset values may differ from the net asset values and returns for shareholder transactions. |
The accompanying notes are an integral part of these financial statements.
The Merger Fund and Westchester Capital Funds
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2020
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 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 December 31, 2020, 85.1% of the shares outstanding of TMF’s Investor Class were owned by 6 omnibus accounts. At December 31, 2020, 75.9% of the shares outstanding of TMF’s Institutional Class were owned by 6 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”), the first series within WCF, is a no-load, open-end, diversified investment company with two classes of shares, Investor Class shares and Institutional Class shares. The Institutional Class inception date was January 2, 2014. The Investor Class inception date was March 22, 2017. The investment objective of EDF is to seek to provide attractive risk-adjusted returns with low relative volatility in virtually all market environments. WCM Alternatives: Credit Event Fund (“CEF”), the second series within 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 and Investor Class inception date was December 29, 2017. The investment objective of CEF is to seek attractive risk-adjusted returns independent of market cycles.
The Merger Fund and Westchester Capital Funds
NOTES TO THE FINANCIAL STATEMENTS (continued)
December 31, 2020
Note 1 — ORGANIZATION (continued)
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 December 31, 2020, 90.0% of the shares outstanding of EDF’s Investor Class were owned by 3 omnibus accounts. At December 31, 2020, 98.0% of the shares outstanding of EDF’s Institutional Class were owned by 3 omnibus accounts. At December 31, 2020, 51.1% and 31.3% of the shares outstanding of CEF’s Investor Class were owned by 3 omnibus accounts and by affiliates of the Adviser, respectively. At December 31, 2020, 70.9% and 15.5% of the shares outstanding of CEF’s Institutional Class were owned by 3 omnibus accounts and by affiliates of the Adviser, respectively. At December 31, 2020, 16.1% and 51.5% of the shares outstanding of CEF’s Investor Class and CEF’s Institutional Class, respectively, were owned by affiliates of the Adviser through omnibus accounts or were directly held.
Each class of shares of TMF, EDF and CEF (each a “Fund” and together, the “Funds”) has different eligibility and minimum investment requirements. The underlying assets attributable to a class of a Fund are charged with the expenses attributable to that class of the Fund and with a share of the general expenses of the Fund. Any general expenses of a Fund that are not readily identifiable as belonging to a particular class of the Fund are allocated by or under the direction of the Boards of Trustees of the Funds (the “Board of Trustees” or “Trustees”) in such manner as the Trustees determine. Shares of classes may have different voting rights, such as (i) when required by the 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 Merger Fund and Westchester Capital Funds
NOTES TO THE FINANCIAL STATEMENTS (continued)
December 31, 2020
Note 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)
Equity securities, including common and preferred stocks, closed-end funds and ETFs, 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 an independent pricing vendor. Investments in United States government securities (other than short-term securities) are valued at the mean between the 4:00 p.m. New York time bid and asked prices supplied by a third party vendor. Short-term fixed-income securities having a maturity of less than 60 days are valued at 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. These securities are classified as Level 2 investments.
Investments in Special Purpose Acquisition Companies, including their related units, shares, rights and warrants (each a “SPAC interest”), will typically be valued by reference to the last reported transaction for the composite exchange. These securities are classified as Level 1 investments. If, on a particular day, no reliable market transaction is readily available and reported for the composite exchange, then the mean between the closing bid and asked prices on the composite exchange will be used to value the SPAC interest, or the SPAC interest will be fair valued in accordance with the Fund’s pricing procedures. These securities are classified as Level 2 investments.
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. Notwithstanding the above, options that trade principally on a European exchange are typically valued at the “settlement price” as reported by the exchange on which the option principally trades. If the settlement price for a European exchange-traded option is unreliable or unavailable, the option will generally be valued at the last reported sale price. 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. On the stipulated expiration
The Merger Fund and Westchester Capital Funds
NOTES TO THE FINANCIAL STATEMENTS (continued)
December 31, 2020
Note 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)
date, expiring options will be priced at intrinsic value. Options for which there is an active market are classified as Level 1 investments, but options not listed on an exchange and/or are fair valued in accordance with the Fund’s pricing procedures are classified as Level 2 investments.
Investments in registered open-end investment companies, including Money Market Funds, are typically valued at their reported net asset value (“NAV”) per share. These securities are generally classified as Level 1 investments.
Forward currency contracts are valued at bid prices calculated using an “interpolation” methodology that incorporates foreign-exchange prices for standard forward-settlement periods. These securities are generally classified as Level 2.
In general, swap prices are determined using the same methods as would be used to price the underlying security. When the underlying security is the subject of a completed corporate reorganization for which the final deal terms are known, the swap is priced at the value of the consideration to be received by the Funds. The credit quality of the swap’s counterparties and collateral is monitored and the valuation of a swap may be adjusted if it is believed that the credit quality of the counterparty or collateral affects the market value of the swap position. These securities are generally classified as Level 2 investments.
Due to the short-term nature of the reverse repurchase agreements, amortized cost approximates fair value. These securities are generally classified as Level 2 investments. During the reporting period ended December 31, 2020, CEF held reverse repurchase agreements (during the months of January and February) which had an average value of $202,510 at a daily weighted average interest rate of 2.10%. At December 31, 2020, the Funds had no open reverse repurchase agreements.
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, the Funds may fair value a security that primarily trades on an exchange that closes before the New York Stock Exchange (“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 Trust 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.
The Merger Fund and Westchester Capital Funds
NOTES TO THE FINANCIAL STATEMENTS (continued)
December 31, 2020
Note 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)
These securities are generally classified as Level 2 or 3 depending on the inputs as described below.
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 Funds as of December 31, 2020. These assets and liabilities are measured on a recurring basis.
The Merger Fund
Investments at Fair Value | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Assets | | | | | | | | | | | | |
Common Stocks* | | $ | 1,787,999,316 | | | $ | 133,387,053 | | | $ | 33,291,832 | | | $ | 1,954,678,201 | |
Special Purpose | | | | | | | | | | | | | | | | |
Acquisition Companies | | | 405,985,604 | | | | 1,858,966 | | | | — | | | | 407,844,570 | |
Private Investment | | | | | | | | | | | | | | | | |
in Public Equity | | | — | | | | — | | | | 14,122,852 | | | | 14,122,852 | |
Preferred Stocks | | | — | | | | 3,442,028 | | | | — | | | | 3,442,028 | |
Contingent Value Rights | | | — | | | | 3,612,125 | | | | — | | | | 3,612,125 | |
Rights | | | 312,736 | | | | — | | | | — | | | | 312,736 | |
Warrants | | | 13,137,403 | | | | — | | | | 184,100 | | | | 13,321,503 | |
Bank Loans | | | — | | | | 53,865,364 | | | | 17,966,000 | | | | 71,831,364 | |
Convertible Bonds | | | — | | | | 7,544,113 | | | | — | | | | 7,544,113 | |
Corporate Bonds | | | — | | | | 171,606,696 | | | | — | | | | 171,606,696 | |
Purchased Option Contracts | | | 2,041,855 | | | | — | | | | — | | | | 2,041,855 | |
Escrow Notes | | | — | | | | 191,372,993 | | | | — | | | | 191,372,993 | |
Short-Term Investments | | | 501,192,371 | | | | — | | | | — | | | | 501,192,371 | |
Investments Purchased | | | | | | | | | | | | | | | | |
with the Cash Proceeds | | | | | | | | | | | | | | | | |
from Securities Lending*** | | | — | | | | — | | | | — | | | | 38,662,778 | |
Total | | $ | 2,710,669,285 | | | $ | 566,689,338 | | | $ | 65,564,784 | | | $ | 3,381,586,185 | |
The Merger Fund and Westchester Capital Funds
NOTES TO THE FINANCIAL STATEMENTS (continued)
December 31, 2020
Note 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)
The Merger Fund (continued)
Investments at Fair Value | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Liabilities | | | | | | | | | | | | |
Short Common Stocks* | | $ | (192,351,924 | ) | | $ | — | | | $ | — | | | $ | (192,351,924 | ) |
Short Corporate Bonds | | | — | | | | (9,852,349 | ) | | | — | | | | (9,852,349 | ) |
Written Option Contracts | | | (5,678,649 | ) | | | — | | | | — | | | | (5,678,649 | ) |
Forward Currency | | | | | | | | | | | | | | | | |
Exchange Contracts** | | | — | | | | (8,985,759 | ) | | | — | | | | (8,985,759 | ) |
Swap Contracts** | | | — | | | | (54,766,638 | ) | | | — | | | | (54,766,638 | ) |
Total | | $ | (198,030,573 | ) | | $ | (73,604,746 | ) | | $ | — | | | $ | (271,635,319 | ) |
| | | | | | | | | | | | | | | | |
WCM Alternatives: Event-Driven Fund | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Investments at Fair Value | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Assets | | | | | | | | | | | | | | | | |
Common Stocks* | | $ | 56,651,363 | | | $ | — | | | $ | 3,236,912 | | | $ | 59,888,275 | |
Special Purpose | | | | | | | | | | | | | | | | |
Acquisition Companies | | | 75,861,362 | | | | 1,022,490 | | | | — | | | | 76,883,852 | |
Private Investment | | | | | | | | | | | | | | | | |
in Public Equity | | | — | | | | — | | | | 5,211,131 | | | | 5,211,131 | |
Closed-End Funds | | | 7,336,753 | | | | — | | | | — | | | | 7,336,753 | |
Preferred Stocks | | | 8,609,233 | | | | 1,144,069 | | | | — | | | | 9,753,302 | |
Contingent Value Rights | | | 266,062 | | | | 397,427 | | | | — | | | | 663,489 | |
Rights | | | 116,686 | | | | — | | | | — | | | | 116,686 | |
Warrants | | | 1,888,112 | | | | — | | | | 43,800 | | | | 1,931,912 | |
Bank Loans | | | — | | | | 9,799,544 | | | | 1,191,000 | | | | 10,990,544 | |
Corporate Bonds | | | — | | | | 24,436,513 | | | | — | | | | 24,436,513 | |
Purchased Option Contracts | | | 655,567 | | | | 13,195 | | | | — | | | | 668,762 | |
Escrow Notes | | | — | | | | 15,113,970 | | | | — | | | | 15,113,970 | |
Short-Term Investments | | | 538,302 | | | | — | | | | — | | | | 538,302 | |
Swap Contracts** | | | — | | | | 4,935,945 | | | | — | | | | 4,935,945 | |
Total | | $ | 151,923,440 | | | $ | 56,863,153 | | | $ | 9,682,843 | | | $ | 218,469,436 | |
| | | | | | | | | | | | | | | | |
Liabilities | | | | | | | | | | | | | | | | |
Short Common Stocks* | | $ | (13,574,347 | ) | | $ | — | | | $ | — | | | $ | (13,574,347 | ) |
Written Option Contracts | | | (6,563,587 | ) | | | (796,105 | ) | | | — | | | | (7,359,692 | ) |
Forward Currency | | | | | | | | | | | | | | | | |
Exchange Contracts** | | | — | | | | (1,148,730 | ) | | | — | | | | (1,148,730 | ) |
Total | | $ | (20,137,934 | ) | | $ | (1,944,835 | ) | | $ | — | | | $ | (22,082,769 | ) |
The Merger Fund and Westchester Capital Funds
NOTES TO THE FINANCIAL STATEMENTS (continued)
December 31, 2020
Note 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)
WCM Alternatives: Credit Event Fund
Investments at Fair Value | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Assets | | | | | | | | | | | | |
Special Purpose | | | | | | | | | | | | |
Acquisition Companies | | $ | 2,350,892 | | | $ | — | | | $ | — | | | $ | 2,350,892 | |
Closed-End Funds | | | 12,066 | | | | — | | | | — | | | | 12,066 | |
Private Investment in Public Equity | | | — | | | | — | | | | 1,292,085 | | | | 1,292,085 | |
Preferred Stocks | | | 151,439 | | | | 248,984 | | | | — | | | | 400,423 | |
Warrants | | | 98,282 | | | | — | | | | — | | | | 98,282 | |
Bank Loans | | | — | | | | 1,216,180 | | | | 328,000 | | | | 1,544,180 | |
Convertible Bonds | | | — | | | | 181,545 | | | | — | | | | 181,545 | |
Corporate Bonds | | | — | | | | 3,474,989 | | | | — | | | | 3,474,989 | |
Escrow Notes | | | — | | | | 495,973 | | | | — | | | | 495,973 | |
Short-Term Investments | | | 391,849 | | | | — | | | | — | | | | 391,849 | |
Swap Contracts** | | | — | | | | 360,347 | | | | — | | | | 360,347 | |
Total | | $ | 3,004,528 | | | $ | 5,978,018 | | | $ | 1,620,085 | | | $ | 10,602,631 | |
| | | | | | | | | | | | | | | | |
Liabilities | | | | | | | | | | | | | | | | |
Short Common Stocks* | | $ | (844,500 | ) | | $ | — | | | $ | — | | | $ | (844,500 | ) |
Short Corporate Bonds | | | — | | | | (266,915 | ) | | | — | | | | (266,915 | ) |
Written Option Contracts | | | (2,850 | ) | | | — | | | | — | | | | (2,850 | ) |
Total | | $ | (847,350 | ) | | $ | (266,915 | ) | | $ | — | | | $ | (1,114,265 | ) |
* | | 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 by counterparty. |
*** | | Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been characterized in the fair value hierarchy. The fair value amounts presented in the table are intended to permit reconciliation of the fair value hierarchy to the amount presented in the Statement of Assets and Liabilities. See footnote (o) for additional information regarding securities lending activity. |
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 using broker quotes or such other pricing sources or data as are permitted by the Funds’ pricing procedures. At December 31, 2020, the value of these securities held by TMF, EDF and CEF were $65,564,784, $9,682,843 and $1,620,085, 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 by the Valuation Group on an ongoing basis.
The Merger Fund and Westchester Capital Funds
NOTES TO THE FINANCIAL STATEMENTS (continued)
December 31, 2020
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
| | | | | Private | | | | | | | | | | | | | |
| | | | | Investment | | | | | | | | | | | | | |
| | Common | | | in Public | | | | | | Bank | | | Escrow | | | Total | |
Description | | Stocks | | | Equity | | | Warrants | | | Loans | | | Notes | | | Investment | |
Balance as of | | | | | | | | | | | | | | | | | | |
December 31, 2019 | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 285,983 | | | $ | 285,983 | |
Purchases on Investments | | | 32,640,093 | | | | 2,709,690 | | | | — | | | | 17,966,000 | | | | — | | | | 53,315,783 | |
(Sales) of Investments | | | — | | | | — | | | | — | | | | — | | | | — | * | | | — | * |
Realized (Gain) Loss | | | — | | | | — | | | | — | | | | — | | | | (78,693 | ) | | | (78,693 | ) |
Transfers Into Level 3 | | | — | | | | — | | | | 184,100 | ** | | | — | | | | — | | | | 184,100 | |
(Transfer Out) of Level 3 | | | — | | | | — | | | | — | | | | — | | | | (105,689 | ) | | | (105,689 | ) |
Change in Unrealized | | | | | | | | | | | | | | | | | | | | | | | | |
Appreciation (Depreciation) | | | 651,739 | | | | 11,413,162 | | | | — | | | | — | | | | (101,601 | ) | | | 11,963,300 | |
Balance as of | | | | | | | | | | | | | | | | | | | | | | | | |
December 31, 2020 | | $ | 33,291,832 | | | $ | 14,122,852 | | | $ | 184,000 | | | $ | 17,966,000 | | | $ | — | | | $ | 65,564,784 | |
Change in unrealized | | | | | | | | | | | | | | | | | | | | | | | | |
appreciation (depreciation) | | | | | | | | | | | | | | | | | | | | | | | | |
during the year for | | | | | | | | | | | | | | | | | | | | | | | | |
Level 3 investments held | | | | | | | | | | | | | | | | | | | | | | | | |
at December 31, 2020 | | $ | 651,739 | | | $ | 11,413,162 | | | $ | (9,264,986 | ) | | $ | — | | | $ | (180,294 | ) | | $ | 2,619,621 | |
| | | | | | �� | | | | | | | | | | | | | | | | | | |
WCM Alternatives: Event-Driven Fund | | | | | | | | | | | | | | | | | | | | | |
| | | | | | Private | | | | | | | | | | | | | | | | | |
| | | | | | Investment | | | | | | | | | | | | | | | | | |
| | Common | | | in Public | | | | | | | Bank | | | Escrow | | | Total | |
Description | | Stocks | | | Equity | | | Warrants | | | Loans | | | Notes | | | Investment | |
Balance as of | | | | | | | | | | | | | | | | | | | | | | | | |
December 31, 2019 | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 6,636 | | | $ | 6,636 | |
Purchases on Investments | | | 3,167,912 | | | | 1,229,710 | | | | — | | | | 1,191,000 | | | | — | | | | 5,588,622 | |
(Sales) of Investments | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Realized (Gain) Loss | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
Transfers Into Level 3 | | | — | | | | — | | | | 43,800 | ** | | | — | | | | — | | | | 43,800 | |
(Transfer Out) of Level 3 | | | — | | | | — | | | | — | | | | — | | | | (2,452 | ) | | | (2,452 | ) |
Change in Unrealized | | | | | | | | | | | | | | | | | | | | | | | | |
Appreciation (Depreciation) | | | 69,000 | | | | 3,981,421 | | | | — | | | | — | | | | (4,184 | ) | | | 4,046,237 | |
Balance as of | | | | | | | | | | | | | | | | | | | | | | | | |
December 31, 2020 | | $ | 3,236,912 | | | $ | 5,211,131 | | | $ | 43,800 | | | $ | 1,191,000 | | | $ | — | | | $ | 9,682,843 | |
Change in unrealized | | | | | | | | | | | | | | | | | | | | | | | | |
appreciation (depreciation) | | | | | | | | | | | | | | | | | | | | | | | | |
during the year for | | | | | | | | | | | | | | | | | | | | | | | | |
Level 3 investments held | | | | | | | | | | | | | | | | | | | | | | | | |
at December 31, 2020 | | $ | 69,000 | | | $ | 3,981,421 | | | $ | (2,193,957 | ) | | $ | — | | | $ | (4,184 | ) | | $ | 1,852,280 | |
* | | Amount less than $0.50. |
** | | CEC Brands LLC warrant received as a result of a corporate action. |
The Merger Fund and Westchester Capital Funds
NOTES TO THE FINANCIAL STATEMENTS (continued)
December 31, 2020
Note 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)
WCM Alternatives: Credit Event Fund
| | Private Investment | | | Bank | | | Total | |
Description | | in Public Equity | | | Loan | | | Investment | |
Balance as of December 31, 2019 | | $ | — | | | $ | — | | | $ | — | |
Purchases on Investments | | | 170,000 | | | | 328,000 | | | | 498,000 | |
(Sales) of Investments | | | — | | | | �� | | | | — | |
Realized (Gain) Loss | | | — | | | | — | | | | — | |
Transfers Into Level 3 | | | — | | | | — | | | | — | |
(Transfer Out) of Level 3 | | | — | | | | — | | | | — | |
Change in Unrealized Appreciation (Depreciation) | | | 1,122,085 | | | | — | | | | 1,122,085 | |
Balance as of December 31, 2020 | | $ | 1,292,085 | | | $ | 328,000 | | | $ | 1,620,085 | |
Change in unrealized appreciation (depreciation) during the | | | | | | | | | | | | |
year for Level 3 investments held at December 31, 2020 | | $ | 1,122,085 | | | $ | — | | | $ | 1,122,085 | |
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, EDF and CEF at December 31, 2020 totals $11,963,300, $4,046,237 and $1,122,085, respectively.
Significant unobservable valuation inputs monitored by the Valuation Group under the supervision of the Board of Trustees for restricted securities or material Level 3 investments as of December 31, 2020 for TMF, EDF and CEF are as follows:
The Merger Fund
| | Fair Value at | | Valuation | Unobservable | | Input Values | |
Description | | December 31, 2020 | | Technique | Input | | (Ranges) | |
Common Stock | | $ | 33,291,832 | | Projected Final | Discount of Projected | | | 0.00% – 0.01% |
|
| | | | | Distribution | Distribution | | | | |
Private Investment | | $ | 1,316,009 | | Market Price | Liquidity Discount | | | 10% |
|
in Public Equity | | | | | less Discount | | | | | |
Private Investment | | $ | 12,806,843 | | Market Price | Liquidity Discount | | | 10% |
|
in Public Equity | | | | | less Discount | | | | | |
Warrant | | $ | — | * | Projected Final | Value of Final | |
| $0.00 – $0.01 | |
| | | | | Exercise Price** | Exercise Price | | | | |
Warrant | | $ | 184,100 | | Projected Final | Expected Recovery | |
| $0.97 | |
| | | | | Exercise Price | | | | | |
The Merger Fund and Westchester Capital Funds
NOTES TO THE FINANCIAL STATEMENTS (continued)
December 31, 2020
Note 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)
WCM Alternatives: Event-Driven Fund
| | Fair Value at | | Valuation | Unobservable | | Input Values | |
Description | | December 31, 2020 | | Technique | Input | | (Ranges) | |
Common Stock | | $ | 3,236,912 | | Projected Final | Discount of Projected | | | 0.00% – 0.01% |
|
| | | | | Distribution | Distribution | | | | |
Private Investment | | $ | 840,844 | | Market Price | Liquidity Discount | | | 10% |
|
in Public Equity | | | | | less Discount | | | | | |
Private Investment | | $ | 4,370,287 | | Market Price | Liquidity Discount | | | 10% |
|
in Public Equity | | | | | less Discount | | | | | |
Warrant | | $ | — | * | Projected Final | Value of Final | |
| $0.00 – $0.01 | |
| | | | | Exercise Price** | Exercise Price | | | | |
Warrant | | $ | 43,800 | | Projected Final | Expected Recovery | |
| $0.97 | |
| | | | | Exercise Price | | | | | |
* | | Amount less than $0.50. |
** | | Based on the evaluation of the likelihood that the warrant is exercised, the security is being priced at zero. |
WCM Alternatives: Credit Event Fund
| | Fair Value at | | Valuation | Unobservable | | Input Values | |
Description | | December 31, 2020 | | Technique | Input | | (Ranges) | |
Private Investment | | $ | 1,292,085 | | Market Price | Liquidity Discount | | | 10% |
|
in Public Equity | | | | | less Discount | | | | | |
The table above does not include certain Level 3 investments that are valued by brokers. At December 31, 2020, the net value of these securities for TMF, EDF and CEF were $17,966,000, $1,191,000 and $328,000, respectively. The inputs for these investments are not readily available or cannot be reasonably estimated and are generally those inputs described herein.
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 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 December 31, 2020, TMF’s and EDF’s open Federal and New York tax years include the tax years ended December 31, 2017 through December 31, 2020. As of December 31, 2020, CEF’s open Federal and New York tax years include
The Merger Fund and Westchester Capital Funds
NOTES TO THE FINANCIAL STATEMENTS (continued)
December 31, 2020
Note 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)
the tax years ended December 31, 2018 through December 31, 2020. The Funds have no tax examination in progress.
C. | Transactions with Brokers |
The Funds’ deposits at brokers for securities sold short and deposits at brokers for other investments are with two securities dealers. The Funds are required by the brokers to maintain collateral for securities sold short. The receivable from brokers for securities sold short on the Statements of Assets and Liabilities represents the proceeds from securities sold short that is maintained at the broker. 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 may maintain cash deposits at brokers beyond the receivables for short sales. On the Statement of Assets and Liabilities, these are classified as deposits at brokers for other investments. A Fund 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. These transactions may involve market risk in excess of the amounts receivable or payable reflected on the Statements of Assets and Liabilities.
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
The Merger Fund and Westchester Capital Funds
NOTES TO THE FINANCIAL STATEMENTS (continued)
December 31, 2020
Note 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)
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.
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 Statements 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 excess of the amounts receivable or payable reflected on the Statements of Assets and Liabilities. Refer to Note 2 R. for further derivative disclosures, and Note 2 P. 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 R. for further derivative disclosures, and Note 2 P. for further counterparty risk disclosure.
The Merger Fund and Westchester Capital Funds
NOTES TO THE FINANCIAL STATEMENTS (continued)
December 31, 2020
Note 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)
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. TMF and EDF use forward currency exchange contracts to hedge against changes in the value of foreign currencies. The Funds may enter into forward currency exchange contracts obligating the Funds to deliver and receive a currency at a specified future date. Forward contracts are valued daily, and unrealized appreciation or depreciation is recorded daily as the difference between the contract exchange rate and the closing forward rate applied to the face amount of the contract. 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 P. 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 R. for further derivative disclosures.
The Funds are subject to equity price risk and interest rate risk in the normal course of pursuing their investment objectives. The Funds entered into long and/or 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 and/or the U.S. Federal Funds Effective Rate plus an agreed upon spread (refer to the Schedules of Investments for further
The Merger Fund and Westchester Capital Funds
NOTES TO THE FINANCIAL STATEMENTS (continued)
December 31, 2020
Note 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)
disclosure of the contracts’ financing rates). 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 and/or the U.S. Federal Funds Effective Rate less an agreed upon spread (refer to the Schedules of Investments for further disclosure of the contracts’ financing rates).
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.
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. The Funds or the Funds’ counterparty, under certain conditions, may terminate the contract prior to the contract’s expiration date.
Credit risk may arise as a result of the failure of the counterparty to comply with the terms of the contract. Refer to Note 2 P. for further counterparty risk disclosure. Additionally, risk may arise from unanticipated movements in interest rates or in the value of the underlying securities. Equity swap 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 R. for further derivative disclosures.
I. | Reverse Repurchase Agreements |
CEF may enter into reverse repurchase agreements. In a reverse repurchase agreement, CEF sells to a financial institution a security that it holds with an agreement to repurchase the same security at an agreed-upon price and date. A reverse repurchase agreement involves the risk that the market value of the security may decline below the repurchase price of the security. CEF will segregate assets determined to be liquid by the Adviser or otherwise cover its obligations under reverse repurchase agreements. Securities pledged as collateral are reflected as a component of Investments, at value on the Statements of Assets and
The Merger Fund and Westchester Capital Funds
NOTES TO THE FINANCIAL STATEMENTS (continued)
December 31, 2020
Note 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)
Liabilities and are noted on CEF’s Schedule of Investments. Typically, the counterparty under the terms of the agreement is able to rehypothecate, resell or repledge the security. The value of reverse repurchase agreements entered into are recorded in Payable for reverse repurchase agreements on the Statements of Assets and Liabilities. Interest is accrued daily and an appropriate payment reflecting the interest due for reverse repurchase agreements held at period end is recorded in Interest payable for reverse repurchase agreements on the Statements of Assets and Liabilities. The cumulative interest paid during the period is recorded in Interest expense on reverse repurchase agreements on the Statements of Operations. Refer to Note 2 P. for future counterparty risk disclosure.
J. | 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.
L. | Foreign Currency Transactions |
The books and records of the Funds are maintained in U.S. dollars. Foreign currency transactions are translated into U.S. dollars on the following basis: (i) market value of investment securities, assets and liabilities at the daily rates of exchange, and (ii) purchases and sales of investment securities, dividend and interest income and certain expenses at the rates of exchange prevailing on the respective dates of such transactions. For financial reporting purposes, the Funds do not isolate changes in the exchange rate of investment securities from the fluctuations arising from changes in the market prices of securities. However, for federal income tax purposes, the Funds do isolate and treat as ordinary income the effect of changes in foreign exchange rates on
The Merger Fund and Westchester Capital Funds
NOTES TO THE FINANCIAL STATEMENTS (continued)
December 31, 2020
Note 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)
realized gain or loss from the sale of investment securities and payables and receivables arising from trade-date and settlement-date differences. Foreign currency, if any, held as cash by the Funds’ custodian is reported separately on the Statements of Assets and Liabilities.
M. | 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 Schedules of Investments as well as in investments on the Statements of Assets and Liabilities. Temporary cash overdrafts are reported as payable to custodian.
N. | 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.
O. | 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 Funds are 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 utilizing call features. At December 31, 2020, expenses include $309,905, $155,795 and $171,504 of borrowing expenses on securities sold short for TMF, EDF and CEF, respectively. At December 31, 2020, expenses include $243,439, $226,667 and $3,985 of dividends and interest on securities sold short for TMF, EDF and CEF, respectively. At December 31, 2020, expenses included $532 of interest expenses on reverse repurchase agreements for CEF.
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 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 Merger Fund and Westchester Capital Funds
NOTES TO THE FINANCIAL STATEMENTS (continued)
December 31, 2020
Note 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)
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. The counterparty risk for reverse repurchase agreements is failure of a counterparty to return the security and any net unrealized appreciation. The Fund may also have difficulty replacing the security the counterparty failed to return. Written and purchased options sold on an exchange expose the Funds to counterparty risk; however, 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 risk that adverse price movements in a derivative instrument can result in a loss substantially greater than the Funds' initial investment in that instrument (in some cases, the potential loss is unlimited).
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 year ended December 31, 2020, each Fund’s monthly average quantity and notional value are described below:
The Merger Fund
| | Monthly Average | | | Monthly Average | |
| | Quantity | | | Notional Value | |
Purchased Option Contracts | | | 22,019 | | | $ | 260,082,252 | |
Written Option Contracts | | | 34,851 | | | $ | 324,761,432 | |
Forward Currency Exchange Contracts | | | 14 | | | $ | 350,164,219 | |
Long Total Return Swap Contracts | | | 44,467,388 | | | $ | 536,784,678 | |
Short Total Return Swap Contracts | | | 12,546,646 | | | $ | 635,616,782 | |
The Merger Fund and Westchester Capital Funds
NOTES TO THE FINANCIAL STATEMENTS (continued)
December 31, 2020
Note 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)
WCM Alternatives: Event-Driven Fund
| | Monthly Average | | | Monthly Average | |
| | Quantity | | | Notional Value | |
Purchased Option Contracts | | | 17,476 | | | $ | 79,230,590 | |
Written Option Contracts | | | 17,728 | | | $ | 82,070,724 | |
Forward Currency Exchange Contracts | | | 16 | | | $ | 36,304,425 | |
Long Total Return Swap Contracts | | | 7,693,776 | | | $ | 164,645,691 | |
Short Total Return Swap Contracts | | | 1,646,229 | | | $ | 56,126,749 | |
| | | | | | | | |
WCM Alternatives: Credit Event Fund | | | | | | | | |
| | | | | | | | |
| | Monthly Average | | | Monthly Average | |
| | Quantity | | | Notional Value | |
Written Option Contracts | | | 2 | | | $ | 2,079 | |
Long Total Return Swap Contracts | | | 290,890 | | | $ | 3,364,002 | |
Short Total Return Swap Contracts | | | 735 | | | $ | 40,601 | |
Statements of Assets and Liabilities
Fair values of derivative instruments as of December 31, 2020 are described below:
|
| Asset Derivatives | |
| | Statements of Assets | | | |
Derivatives | | and Liabilities Location | | Fair Value | |
The Merger Fund | | | | | |
Equity Contracts: | | | | | |
Purchased Option Contacts | | Investments | | $ | 2,041,855 | |
Total | | | | $ | 2,041,855 | |
| | | | | | |
WCM Alternatives: Event-Driven Fund | | | | | | |
Equity Contracts: | | | | | | |
Purchased Option Contacts | | Investments | | $ | 668,762 | |
Swap Contracts | | Receivables | | | 4,935,945 | |
Total | | | | $ | 5,604,707 | |
| | | | | | |
WCM Alternatives: Credit-Event Fund | | | | | | |
Equity Contracts: | | | | | | |
Swap Contracts | | Receivables | | $ | 360,347 | |
Total | | | | $ | 360,347 | |
| | | | | | |
| | Liability Derivatives | |
| | Statements of Assets | | | | |
Derivatives | | and Liabilities Location | | Fair Value | |
The Merger Fund | | | | | | |
Equity Contracts: | | | | | | |
Written Option Contacts | | Written Option Contracts | | $ | 5,678,649 | |
Swap Contracts | | Payables | | | 54,766,638 | |
Foreign Exchange Contracts: | | | | | | |
Forward Currency Exchange Contracts | | Payables | | | 8,985,759 | |
Total | | | | $ | 69,431,046 | |
The Merger Fund and Westchester Capital Funds
NOTES TO THE FINANCIAL STATEMENTS (continued)
December 31, 2020
Note 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)
|
| Liability Derivatives | |
| | Statements of Assets | | | |
Derivatives | | and Liabilities Location | | Fair Value | |
WCM Alternatives: Event-Driven Fund | | | | | |
Equity Contracts: | | | | | |
Written Option Contacts | | Written Option Contracts | | $ | 7,359,692 | |
Foreign Exchange Contracts: | | | | | | |
Forward Currency Exchange Contracts | | Payables | | | 1,148,730 | |
Total | | | | $ | 8,508,422 | |
| | | | | | |
WCM Alternatives: Credit-Event Fund | | | | | | |
Equity Contracts: | | | | | | |
Written Option Contacts | | Written Option Contracts | | $ | 2,850 | |
Total | | | | $ | 2,850 | |
Statements of Operations
The effect of derivative instruments on the Statements of Operations for the year ended December 31, 2020 are described below:
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 | | $ | 22,042,715 | | | $ | (1,935,823 | ) | | $ | — | | | $ | 22,348,081 | | | $ | 42,454,973 | |
Foreign Exchange | | | | | | | | | | | | | | | | | | | | |
Contracts | | | — | | | | — | | | | (14,593,059 | ) | | | — | | | | (14,593,059 | ) |
Total | | $ | 22,042,715 | | | $ | (1,935,823 | ) | | $ | (14,593,059 | ) | | $ | 22,348,081 | | | $ | 27,861,914 | |
| | | | | | | | | | | | | | | | | | | | |
WCM Alternatives: | | | | | | | | | | | | | | | | | | | | |
Event-Driven Fund | | | | | | | | | | | | | | | | | | | | |
Equity Contracts | | $ | 6,235,213 | | | $ | 496,073 | | | $ | — | | | $ | (122,100 | ) | | $ | 6,609,186 | |
Foreign Exchange | | | | | | | | | | | | | | | | | | | | |
Contracts | | | — | | | | — | | | | (1,589,481 | ) | | | — | | | | (1,589,481 | ) |
Total | | $ | 6,235,213 | | | $ | 496,073 | | | $ | (1,589,481 | ) | | $ | (122,100 | ) | | $ | 5,019,705 | |
| | | | | | | | | | | | | | | | | | | | |
WCM Alternatives: | | | | | | | | | | | | | | | | | | | | |
Credit Event Fund | | | | | | | | | | | | | | | | | | | | |
Equity Contracts | | | | | | | | | | | | | | $ | 61,010 | | | $ | 61,010 | |
Total | | | | | | | | | | | | | | $ | 61,010 | | | $ | 61,010 | |
* | 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 | | $ | (2,525,411 | ) | | $ | 9,231,289 | | | $ | — | | | $ | (43,160,819 | ) | | $ | (36,454,941 | ) |
Foreign Exchange | | | | | | | | | | | | | | | | | | | | |
Contracts | | | — | | | | — | | | | (6,487,562 | ) | | | — | | | | (6,487,562 | ) |
Total | | $ | (2,525,411 | ) | | $ | 9,231,289 | | | $ | (6,487,562 | ) | | $ | (43,160,819 | ) | | $ | (42,942,503 | ) |
The Merger Fund and Westchester Capital Funds
NOTES TO THE FINANCIAL STATEMENTS (continued)
December 31, 2020
Note 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)
| | | | | | | | Forward | | | | | | | |
| | Purchased | | | Written | | | Currency | | | | | | | |
| | Option | | | Option | | | Exchange | | | Swap | | | | |
Derivatives | | Contracts** | | | Contracts | | | Contracts | | | Contracts | | | Total | |
WCM Alternatives: | | | | | | | | | | | | | | | |
Event-Driven Fund | | | | | | | | | | | | | | | |
Equity Contracts | | $ | (657,399 | ) | | $ | (1,452,833 | ) | | $ | — | | | $ | 3,306,257 | | | $ | 1,196,025 | |
Foreign Exchange | | | | | | | | | | | | | | | | | | | | |
Contracts | | | — | | | | — | | | | (872,781 | ) | | | — | | | | (872,781 | ) |
Total | | $ | (657,399 | ) | | $ | (1,452,833 | ) | | $ | (872,781 | ) | | $ | 3,306,257 | | | $ | 323,244 | |
| | | | | | | | | | | | | | | | | | | | |
WCM Alternatives: | | | | | | | | | | | | | | | | | | | | |
Credit Event Fund | | | | | | | | | | | | | | | | | | | | |
Equity Contracts | | | | | | $ | (1,920 | ) | | | | | | $ | 371,384 | | | $ | 369,464 | |
Total | | | | | | $ | (1,920 | ) | | | | | | $ | 371,384 | | | $ | 369,464 | |
** | The amounts disclosed are included in net change in unrealized appreciation (depreciation) on investments. |
The London Interbank Offered Rate, or “LIBOR,” is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. LIBOR may be available for different durations (e.g., 1 month or 3 months) and for different currencies. The terms of many investments, financings or other transactions to which the Funds may have exposure have been historically tied to LIBOR. LIBOR may be a significant factor in determining the Funds’ payment obligations under a derivative investment, the cost of financing to the Funds or an investment’s value or return to the Funds, and may be used in other ways that affect the Funds’ investment performance.
The regulatory authority that oversees financial services firms and financial markets in the U.K. has announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions for purposes of determining the LIBOR rate. On November 30, 2020, the administrator of LIBOR announced a delay in the phase out of a majority of the U.S. dollar LIBOR publications until June 30, 2023, with the remainder of LIBOR publications to still end at the end of 2021. As a result, it is possible that commencing in 2022, LIBOR may no longer be available or no longer deemed an appropriate reference rate upon which to determine the interest rate on or impacting certain investments of the Funds’ portfolio.
In March 2020, the FASB issued Accounting Standard Update (“ASU”) No. 2020-04, which provides optional guidance for applying GAAP to contract modifications, hedging relationships and other transactions affected by the reference rate reform if certain criteria are met. ASU 2020-04 is elective and is effective on March 12, 2020 through December 31, 2022. At this time, management is evaluating the implications of certain provisions of the ASU and any impact on the financial statement disclosures has not yet been determined.
The Merger Fund and Westchester Capital Funds
NOTES TO THE FINANCIAL STATEMENTS (continued)
December 31, 2020
Note 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)
In light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of LIBOR. However, there are obstacles to converting certain securities and transactions to a new reference rate. Transition planning is at an early stage, and neither the effect of the transition process nor its ultimate success can yet be known. The transition process might lead to increased volatility and illiquidity in markets for instruments whose terms currently include LIBOR. It could also lead to a reduction in the value of some LIBOR-based investments and reduce the effectiveness of new hedges placed against existing LIBOR-based investments. There is no assurance that the composition or characteristics of any such alternative reference rate will be similar to or produce the same value or economic equivalence as LIBOR or that it will have the same volume or liquidity as did LIBOR prior to its discontinuance or unavailability, which may affect the value or liquidity or return on certain investments of the Funds and result in costs incurred in connection with closing out positions and entering into new trades. These risks may also apply with respect to changes in connection with other interbank offering rates (e.g., Euribor) and a wide range of other index levels, rates and values that are treated as “benchmarks” and are the subject of recent regulatory reform. All of the aforementioned may adversely affect the Funds’ performance or NAV. Refer to Note 2 A. for a pricing description.
Note 3 — AGREEMENTS
The Funds’ investment adviser is Westchester Capital Management, LLC pursuant to an investment advisory agreement between TMF and the Adviser dated as of January 1, 2011 (the “TMF Advisory Agreement”) and pursuant to an investment advisory agreement between WCF, with respect to EDF and CEF, and the Adviser dated as of November 13, 2017 (the “EDF and CEF 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, 2021 to reduce its advisory fee so that the advisory fee will be: (i) 1.00% of the first $2.0 billion in average daily net assets of TMF and (ii) 0.93% on average daily net assets above $2.0 billion (the “TMF Fee Waiver Agreement”). Investment advisory fees waived by the Adviser on behalf of TMF for the year ended December 31, 2020 were $878,123.
Under the terms of the EDF and CEF 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 and 1.00% of CEF’s average daily net assets. The Adviser contractually agreed until December 31, 2021 to waive its investment advisory fee and to reimburse EDF for other ordinary
The Merger Fund and Westchester Capital Funds
NOTES TO THE FINANCIAL STATEMENTS (continued)
December 31, 2020
Note 3 — AGREEMENTS (continued)
operating expenses to the extent necessary to limit ordinary operating expenses to an amount not to exceed 1.57% for Institutional Class shares and 1.82% for Investor Class shares (the “EDF Expense Limitation Agreement”). The Advisor has contractually agreed until April 30, 2022 to waive its investment advisory fee and to reimburse CEF for other ordinary operating expenses to the extent necessary to limit ordinary operating expenses to an amount not to exceed 1.64% for Institutional Class shares and 1.89% for Investor Class shares (the “CEF 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 or CEF and/or reimburses EDF or CEF 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 year ended December 31, 2020 the Adviser did not waive and/or reimburse any advisory fees and other expenses to EDF and for the year ended December 31, 2020, the Adviser waived and reimbursed $113,584 of advisory fees and other expenses to CEF.
Investment advisory fees waived and expenses reimbursed on behalf of EDF and CEF that are subject to potential recovery by the Adviser are shown in the following table by year of expiration.
WCM Alternatives: Credit Event Fund | Year of Expiration | Potential Recovery |
| 12/31/2021 | $173,278 |
| 12/31/2022 | $144,336 |
| 12/31/2023 | $113,584 |
As of December 31, 2020, the Adviser had no potential recovery available for EDF.
Each of the TMF Fee Waiver Agreement, the EDF Expense Limitation Agreement and the CEF 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, doing business as U.S. Bank Global Fund Services (“Fund Services”) and a subsidiary of U.S. Bancorp, a publicly
The Merger Fund and Westchester Capital Funds
NOTES TO THE FINANCIAL STATEMENTS (continued)
December 31, 2020
Note 3 — AGREEMENTS (continued)
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:
| | Year Ended | | | Year Ended | |
| | December 31, 2020 | | | December 31, 2019 | |
The Merger Fund | | | | | | | | | | | | |
Investor Class | | Shares | | | Amount | | | Shares | | | Amount | |
Issued | | | 17,768,369 | | | $ | 305,695,048 | | | | 22,139,549 | | | $ | 372,043,431 | |
Issued as reinvestment | | | | | | | | | | | | | | | | |
of dividends | | | 1,457,482 | | | | 25,433,061 | | | | 671,088 | | | | 11,522,587 | |
Redeemed | | | (26,475,285 | ) | | | (452,309,136 | ) | | | (39,825,094 | ) | | | (672,209,911 | ) |
Net Decrease | | | (7,249,434 | ) | | $ | (121,181,027 | ) | | | (17,014,457 | ) | | $ | (288,643,893 | ) |
| | | | | | | | | | | | | | | | |
| | Year Ended | | | Year Ended | |
| | December 31, 2020 | | | December 31, 2019 | |
Institutional Class | | Shares | | | Amount | | | Shares | | | Amount | |
Issued | | | 69,253,486 | | | $ | 1,191,976,761 | | | | 63,747,760 | | | $ | 1,069,624,980 | |
Issued as reinvestment | | | | | | | | | | | | | | | | |
of dividends | | | 4,305,832 | | | | 74,792,304 | | | | 1,204,623 | | | | 20,599,052 | |
Redeemed | | | (43,764,553 | ) | | | (747,728,531 | ) | | | (30,358,811 | ) | | | (510,505,208 | ) |
Net Increase | | | 29,794,765 | | | $ | 519,040,534 | | | | 34,593,572 | | | $ | 579,718,824 | |
| | | | | | | | | | | | | | | | |
| | Year Ended | | | Year Ended | |
WCM Alternatives: | | December 31, 2020 | | | December 31, 2019 | |
Event-Driven Fund | | Shares | | | Amount | | | Shares | | | Amount | |
Investor Class | | | | | | | | | | | | | | | | |
Issued | | | 1,079,626 | | | $ | 11,268,125 | | | | 980,466 | | | $ | 10,482,375 | |
Issued as reinvestment | | | | | | | | | | | | | | | | |
of dividends | | | 63,464 | | | | 719,688 | | | | 36,828 | | | | 404,005 | |
Redeemed | | | (845,809 | ) | | | (8,719,905 | ) | | | (272,769 | ) | | | (2,920,389 | ) |
Net Increase | | | 297,281 | | | $ | 3,267,908 | | | | 744,525 | | | $ | 7,965,991 | |
| | | | | | | | | | | | | | | | |
| | Year Ended | | | Year Ended | |
| | December 31, 2020 | | | December 31, 2019 | |
Institutional Class | | Shares | | | Amount | | | Shares | | | Amount | |
Issued | | | 7,579,921 | | | $ | 80,709,600 | | | | 7,467,678 | | | $ | 79,923,691 | |
Issued as reinvestment | | | | | | | | | | | | | | | | |
of dividends | | | 634,485 | | | | 7,239,470 | | | | 411,433 | | | | 4,525,763 | |
Redeemed | | | (5,483,858 | ) | | | (56,248,350 | ) | | | (3,079,889 | ) | | | (33,157,545 | ) |
Net Increase | | | 2,730,548 | | | $ | 31,700,720 | | | | 4,799,222 | | | $ | 51,291,909 | |
The Merger Fund and Westchester Capital Funds
NOTES TO THE FINANCIAL STATEMENTS (continued)
December 31, 2020
Note 4 — SHARES OF BENEFICIAL INTEREST (continued)
| | Year Ended | | | Year Ended | |
WCM Alternatives: | | December 31, 2020 | | | December 31, 2019 | |
Credit Event Fund | | Shares | | | Amount | | | Shares | | | Amount | |
Investor Class | | | | | | | | | | | | |
Issued | | | 12,724 | | | $ | 134,934 | | | | 39,549 | | | $ | 417,609 | |
Issued as reinvestment | | | | | | | | | | | | | | | | |
of dividends | | | 45 | | | | 550 | | | | 1,284 | | | | 13,380 | |
Redeemed | | | (50,652 | ) | | | (462,516 | ) | | | (438 | ) | | | (4,628 | ) |
Net Increase (Decrease) | | | (37,883 | ) | | $ | (327,032 | ) | | | 40,395 | | | $ | 426,361 | |
| | | | | | | | | | | | | | | | |
| | Year Ended | | | Year Ended | |
| | December 31, 2020 | | | December 31, 2019 | |
Institutional Class | | Shares | | | Amount | | | Shares | | | Amount | |
Issued | | | 482,555 | | | $ | 5,068,419 | | | | 55,741 | | | $ | 592,859 | |
Issued as reinvestment | | | | | | | | | | | | | | | | |
of dividends | | | 14,450 | | | | 173,397 | | | | 13,006 | | | | 135,910 | |
Redeemed | | | (120,974 | ) | | | (1,225,469 | ) | | | (11,681 | ) | | | (113,367 | ) |
Net Increase | | | 376,031 | | | $ | 4,016,347 | | | | 57,066 | | | $ | 615,402 | |
Note 5 — INVESTMENT TRANSACTIONS AND INCOME TAX INFORMATION
TMF’s purchases and sales of securities for the year ended December 31, 2020 (excluding short-term investments, short-term options, forward currency contracts, swap contracts and securities sold short) in the aggregate were $4,676,720,757 and $4,023,951,413, respectively. EDF’s purchases and sales of securities for the year ended December 31, 2020 (excluding short-term investments, short-term options, forward currency contracts, swap contracts and securities sold short) in the aggregate were $552,887,616 and $559,051,957, respectively. CEF’s purchases and sales of securities for the year ended December 31, 2020 (excluding short-term investments, short-term options, swap contracts, reverse repurchase agreements and securities sold short) in the aggregate were $19,150,977 and $14,823,555, respectively. There were no purchases or sales of long-term U.S. Government securities by the Funds.
The Merger Fund and Westchester Capital Funds
NOTES TO THE FINANCIAL STATEMENTS (continued)
December 31, 2020
Note 5 — INVESTMENT TRANSACTIONS AND INCOME TAX INFORMATION (continued)
At December 31, 2020, the components of accumulated earnings gains (losses) on a tax basis were as follows:
| | | | | WCM Alternatives: | | | WCM Alternatives: | |
| | The Merger Fund | | | Event-Driven Fund | | | Credit Event Fund | |
Cost of investments* | | $ | 2,950,954,293 | | | $ | 188,616,726 | | | $ | 9,002,998 | |
Gross unrealized appreciation | | | 216,717,350 | | | | 20,465,861 | | | | 1,463,265 | |
Gross unrealized depreciation | | | (57,720,777 | ) | | | (12,695,920 | ) | | | (977,897 | ) |
Net unrealized appreciation | | $ | 158,996,573 | | | $ | 7,769,941 | | | $ | 485,368 | |
Undistributed ordinary income | | | — | | | | 13,037,575 | | | | 696,614 | |
Undistributed long-term capital gain | | | 10,663,741 | | | | — | | | | 28,060 | |
Total distributable earnings | | $ | 10,663,741 | | | $ | 13,037,575 | | | $ | 724,674 | |
Other accumulated losses | | | (33,848,680 | ) | | | (1,301,094 | ) | | | (419 | ) |
Total accumulated gains | | $ | 135,811,634 | | | $ | 19,506,422 | | | $ | 1,209,623 | |
* | Represents cost (including derivative contracts) for federal income tax purposes and differs from the cost for financial reporting purposes due to wash sales, constructive sales, PFIC mark to market, and unsettled short losses. |
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 and swap treatment and equalization. Equalization adjustments resulted primarily from the utilization of earnings and profits on shareholder redemptions. These reclassifications have no effect on net assets or net asset value per share. For the year ended December 31, 2020, the following table shows the reclassifications made:
| | Distributable Earnings | | | Paid-in Capital | |
The Merger Fund | | $ | (18,098,457 | ) | | $ | 18,098,457 | |
WCM Alternatives: Event-Driven Fund | | $ | 172,540 | | | $ | (172,540 | ) |
WCM Alternatives: Credit Event Fund | | $ | — | | | $ | — | |
The tax components of dividends paid during the years ended December 31, 2020 and December 31, 2020 were as follows:
| | | | | | | | WCM Alternatives: | | | WCM Alternatives: | |
| | The Merger Fund | | | Event-Driven Fund | | | Credit Event Fund | |
Investor Class | | 2020 | | | 2019 | | | 2020 | | | 2019 | | | 2020 | | | 2019 | |
Ordinary Income | | $ | 29,676,187 | | | $ | 13,594,494 | | | $ | 416,620 | | | $ | 404,640 | | | $ | 423 | | | $ | 12,495 | |
Long-Term Capital Gains | | | — | | | | — | | | | 304,459 | | | | — | | | | 280 | | | | 958 | |
Total Distributions Paid | | $ | 29,676,187 | | | $ | 13,594,494 | | | $ | 721,079 | | | $ | 404,640 | | | $ | 703 | | | $ | 13,453 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Institutional Class | | | | | | | | | | | | | | | | | | | | | | | | |
Ordinary Income | | $ | 94,593,221 | | | $ | 28,505,531 | | | $ | 4,183,256 | | | $ | 4,526,978 | | | $ | 138,428 | | | $ | 126,453 | |
Long-Term Capital Gains | | | — | | | | — | | | | 3,057,058 | | | | — | | | | 34,969 | | | | 9,457 | |
Total Distributions Paid | | $ | 94,593,221 | | | $ | 28,505,531 | | | $ | 7,240,314 | | | $ | 4,526,978 | | | $ | 173,397 | | | $ | 135,910 | |
The Merger Fund and Westchester Capital Funds
NOTES TO THE FINANCIAL STATEMENTS (continued)
December 31, 2020
Note 5 — INVESTMENT TRANSACTIONS AND INCOME TAX INFORMATION (continued)
The Funds 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, 2020.
As of December 31, 2020, TMF had no post-October and $30,067,004 of late-year losses. As of December 31, 2020, CEF did not have any post-October ordinary losses deferred, on a tax basis. As of December 31, 2020, EDF did not have any post-October ordinary losses deferred, on a tax basis. As of December 31, 2020, TMF had no short-term or long-term capital loss carryover. As of December 31, 2020, EDF had no short-term or long-term capital loss carryover. As of December 31, 2020, CEF had no short-term or long-term capital loss carryover.
Note 6 — 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”) dated July 30, 2013, pursuant to Rule 12b-1 under the 1940 Act that applies to EDF’s Investor Class shares. CEF has adopted a Plan of Distribution (the “CEF Plan” and together with the TMF Plan and EDF Plan, the “Plans”) dated October 31, 2017, pursuant to Rule 12b-1 under the 1940 Act that applies to CEF’s Investor Class shares. Under each Plan, a Fund may pay the Fund’s distributor for certain of the distribution and shareholder service expenses associated with the Fund’s Investor Class shares, as well as to reimburse the distributor for payments made to any broker-dealer or other financial intermediary with whom the Fund has entered into a contract to distribute the Fund’s Investor Class shares, or any other qualified financial services firm, to compensate those broker-dealers, intermediaries or firms for distribution and/or shareholder-related services with respect to the Fund’s Investor Class shares held or purchased by their respective customers or in connection with the purchase of the Fund’s Investor Class shares attributable to their efforts. 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 year ended December 31, 2020, TMF incurred $2,287,015 pursuant to the TMF Plan in respect of TMF’s Investor Class shares. For the year ended December 31, 2020, EDF incurred $51,055 pursuant to the EDF Plan in respect of EDF’s Investor Class shares. For the
The Merger Fund and Westchester Capital Funds
NOTES TO THE FINANCIAL STATEMENTS (continued)
December 31, 2020
Note 6 — DISTRIBUTION PLAN (continued)
year ended December 31, 2020, CEF incurred $490 pursuant to the CEF Plan in respect of CEF’s 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 7 — OFFSETTING ASSETS AND LIABILITIES
Each Fund is subject to various Master Netting Arrangements, which govern the terms of certain transactions with select counterparties. The Master Netting Arrangements allow each Fund to close out and net its total exposure to a counterparty in the event of a default with respect to all the transactions governed under a single agreement with a counterparty. The Master Netting Arrangements also specify collateral posting arrangements at pre-arranged exposure levels. Under the Master Netting Arrangements, collateral is routinely transferred if the total net exposure to certain transactions (net of existing collateral already in place) governed under the relevant Master Netting Arrangement with a counterparty in a given account exceeds a specified threshold depending on the counterparty and the type of Master Netting Arrangement.
The Merger Fund
| | | | | Gross | | | 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 — | | | | | | | | | | | | | | | | | | |
JP Morgan Chase | | | | | | | | | | | | | | | | | | |
& Co., Inc. | | $ | 35,440 | | | $ | 35,440 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
Forward Currency | | | | | | | | | | | | | | | | | | | | | | | | |
Exchange Contracts — | | | | | | | | | | | | | | | | | | | | | | | | |
Goldman, | | | | | | | | | | | | | | | | | | | | | | | | |
Sachs & Co. | | | 414,904 | | | | 414,904 | | | | — | | | | — | | | | — | | | | — | |
Swap Contracts — | | | | | | | | | | | | | | | | | | | | | | | | |
Bank of America | | | | | | | | | | | | | | | | | | | | | | | | |
Merrill Lynch | | | | | | | | | | | | | | | | | | | | | | | | |
& Co., Inc. | | | 43,532,443 | | | | 43,532,443 | | | | — | | | | — | | | | — | | | | — | |
Swap Contracts — | | | | | | | | | | | | | | | | | | | | | | | | |
JPMorgan Chase | | | | | | | | | | | | | | | | | | | | | | | | |
& Co., Inc. | | | 10,994,519 | | | | 10,994,519 | | | | — | | | | — | | | | — | | | | — | |
Swap Contracts — | | | | | | | | | | | | | | | | | | | | | | | | |
Goldman, | | | | | | | | | | | | | | | | | | | | | | | | |
Sachs & Co. | | | 6,013,737 | | | | 6,013,737 | | | | — | | | | — | | | | — | | | | — | |
| | $ | 60,991,043 | | | $ | 60,991,043 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
The Merger Fund and Westchester Capital Funds
NOTES TO THE FINANCIAL STATEMENTS (continued)
December 31, 2020
Note 7 — 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 | |
Liabilities: | | | | | | | | | | | | | | | | | | |
Description | | | | | | | | | | | | | | | | | | |
Written Option | | | | | | | | | | | | | | | | | | |
Contracts** | | $ | 5,678,649 | | | $ | — | | | $ | 5,678,649 | | | $ | — | | | $ | 5,678,649 | | | $ | — | |
Forward Currency | | | | | | | | | | | | | | | | | | | | | | | | |
Exchange Contracts — | | | | | | | | | | | | | | | | | | | | | | | | |
JP Morgan Chase | | | | | | | | | | | | | | | | | | | | | | | | |
& Co., Inc. | | | 7,002,141 | | | | 35,440 | | | | 6,966,701 | | | | — | | | | 6,966,701 | | | | — | |
Forward Currency | | | | | | | | | | | | | | | | | | | | | | | | |
Exchange Contracts — | | | | | | | | | | | | | | | | | | | | | | | | |
Goldman, | | | | | | | | | | | | | | | | | | | | | | | | |
Sachs & Co. | | | 2,433,962 | | | | 414,904 | | | | 2,019,058 | | | | — | | | | 2,019,058 | | | | — | |
Swap Contracts — | | | | | | | | | | | | | | | | | | | | | | | | |
Bank of America | | | | | | | | | | | | | | | | | | | | | | | | |
Merrill Lynch | | | | | | | | | | | | | | | | | | | | | | | | |
& Co., Inc. | | | 80,815,509 | | | | 43,532,443 | | | | 37,283,066 | | | | — | | | | 37,283,066 | | | | — | |
Swap Contracts — | | | | | | | | | | | | | | | | | | | | | | | | |
JPMorgan Chase | | | | | | | | | | | | | | | | | | | | | | | | |
& Co., Inc. | | | 21,523,285 | | | | 10,994,519 | | | | 10,528,766 | | | | — | | | | 10,528,766 | | | | — | |
Swap Contracts — | | | | | | | | | | | | | | | | | | | | | | | | |
Goldman, | | | | | | | | | | | | | | | | | | | | | | | | |
Sachs & Co. | | | 12,968,543 | | | | 6,013,737 | | | | 6,954,806 | | | | — | | | | 6,954,806 | | | | — | |
| | $ | 130,422,089 | | | $ | 60,991,043 | | | $ | 69,431,046 | | | $ | — | | | $ | 69,431,046 | | | $ | — | |
The Merger Fund and Westchester Capital Funds
NOTES TO THE FINANCIAL STATEMENTS (continued)
December 31, 2020
Note 7 — 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 — | | | | | | | | | | | | | | | | | | |
JP Morgan Chase | | | | | | | | | | | | | | | | | | |
& Co., Inc. | | $ | 4,520 | | | $ | 4,520 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
Forward Currency | | | | | | | | | | | | | | | | | | | | | | | | |
Exchange Contracts — | | | | | | | | | | | | | | | | | | | | | | | | |
Goldman, | | | | | | | | | | | | | | | | | | | | | | | | |
Sachs & Co. | | | 18,141 | | | | 18,141 | | | | — | | | | — | | | | — | | | | — | |
Swap Contracts — | | | | | | | | | | | | | | | | | | | | | | | | |
Bank of America | | | | | | | | | | | | | | | | | | | | | | | | |
Merrill Lynch | | | | | | | | | | | | | | | | | | | | | | | | |
& Co., Inc. | | | 5,798,494 | | | | 5,451,076 | | | | 347,418 | | | | — | | | | — | | | | 347,418 | |
Swap Contracts — | | | | | | | | | | | | | | | | | | | | | | | | |
JPMorgan Chase | | | | | | | | | | | | | | | | | | | | | | | | |
& Co., Inc. | | | 6,494,687 | | | | 2,528,176 | | | | 3,966,511 | | | | — | | | | — | | | | 3,966,511 | |
Swap Contracts — | | | | | | | | | | | | | | | | | | | | | | | | |
Goldman, | | | | | | | | | | | | | | | | | | | | | | | | |
Sachs & Co. | | | 3,295,140 | | | | 2,673,124 | | | | 622,016 | | | | — | | | | — | | | | 622,016 | |
| | $ | 15,610,982 | | | $ | 10,675,037 | | | $ | 4,935,945 | | | $ | — | | | $ | — | | | $ | 4,935,945 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Liabilities: | | | | | | | | | | | | | | | | | | | | | | | | |
Description | | | | | | | | | | | | | | | | | | | | | | | | |
Written Option | | | | | | | | | | | | | | | | | | | | | | | | |
Contracts — | | | | | | | | | | | | | | | | | | | | | | | | |
JP Morgan Chase | | | | | | | | | | | | | | | | | | | | | | | | |
& Co., Inc. | | $ | 7,083,715 | | | $ | — | | | $ | 7,083,715 | | | $ | — | | | $ | 7,083,715 | | | $ | — | |
Written Option | | | | | | | | | | | | | | | | | | | | | | | | |
Contracts — | | | | | | | | | | | | | | | | | | | | | | | | |
Bank of America | | | | | | | | | | | | | | | | | | | | | | | | |
Merrill Lynch | | | | | | | | | | | | | | | | | | | | | | | | |
& Co., Inc. | | | 275,977 | | | | — | | | | 275,977 | | | | — | | | | 275,977 | | | | — | |
Forward Currency | | | | | | | | | | | | | | | | | | | | | | | | |
Exchange Contracts — | | | | | | | | | | | | | | | | | | | | | | | | |
JP Morgan Chase | | | | | | | | | | | | | | | | | | | | | | | | |
& Co., Inc. | | | 888,328 | | | | 4,520 | | | | 883,808 | | | | — | | | | 883,808 | | | | — | |
Forward Currency | | | | | | | | | | | | | | | | | | | | | | | | |
Exchange Contracts — | | | | | | | | | | | | | | | | | | | | | | | | |
Goldman, | | | | | | | | | | | | | | | | | | | | | | | | |
Sachs & Co. | | | 283,063 | | | | 18,141 | | | | 264,922 | | | | — | | | | 264,922 | | | | — | |
Swap Contracts — | | | | | | | | | | | | | | | | | | | | | | | | |
Bank of America | | | | | | | | | | | | | | | | | | | | | | | | |
Merrill Lynch | | | | | | | | | | | | | | | | | | | | | | | | |
& Co., Inc. | | | 5,451,076 | | | | 5,451,076 | | | | — | | | | — | | | | — | | | | — | |
Swap Contracts — | | | | | | | | | | | | | | | | | | | | | | | | |
JPMorgan Chase | | | | | | | | | | | | | | | | | | | | | | | | |
& Co., Inc. | | | 2,528,176 | | | | 2,528,176 | | | | — | | | | — | | | | — | | | | — | |
Swap Contracts — | | | | | | | | | | | | | | | | | | | | | | | | |
Goldman, | | | | | | | | | | | | | | | | | | | | | | | | |
Sachs & Co. | | | 2,673,124 | | | | 2,673,124 | | | | — | | | | — | | | | — | | | | — | |
| | $ | 19,183,459 | | | $ | 10,675,037 | | | $ | 8,508,422 | | | $ | — | | | $ | 8,508,422 | | | $ | — | |
The Merger Fund and Westchester Capital Funds
NOTES TO THE FINANCIAL STATEMENTS (continued)
December 31, 2020
Note 7 — OFFSETTING ASSETS AND LIABILITIES (continued)
WCM Alternatives: Credit Event 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 | | | | | | | | | | | | | | | | | | |
Swap | | | | | | | | | | | | | | | | | | |
Contracts — | | | | | | | | | | | | | | | | | | |
JPMorgan | | | | | | | | | | | | | | | | | | |
Chase | | | | | | | | | | | | | | | | | | |
& Co., Inc. | | $ | 78,711 | | | $ | 54 | | | $ | 78,657 | | | $ | — | | | $ | — | | | $ | 78,657 | |
Swap | | | | | | | | | | | | | | | | | | | | | | | | |
Contracts — | | | | | | | | | | | | | | | | | | | | | | | | |
Goldman, | | | | | | | | | | | | | | | | | | | | | | | | |
Sachs & Co. | | | 438,239 | | | | 156,549 | | | | 281,690 | | | | — | | | | — | | | | 281,690 | |
| | $ | 516,950 | | | $ | 156,603 | | | $ | 360,347 | | | $ | — | | | $ | — | | | $ | 360,347 | |
Liabilities: | | | | | | | | | | | | | | | | | | | | | | | | |
Description | | | | | | | | | | | | | | | | | | | | | | | | |
Written Option | | | | | | | | | | | | | | | | | | | | | | | | |
Contracts** | | $ | 2,850 | | | $ | — | | | $ | 2,850 | | | $ | — | | | $ | 2,850 | | | $ | — | |
Swap | | | | | | | | | | | | | | | | | | | | | | | | |
Contracts — | | | | | | | | | | | | | | | | | | | | | | | | |
JPMorgan Chase | | | | | | | | | | | | | | | | | | | | | | | | |
& Co., Inc. | | | 54 | | | | 54 | | | | — | | | | — | | | | — | | | | — | |
Swap | | | | | | | | | | | | | | | | | | | | | | | | |
Contracts — | | | | | | | | | | | | | | | | | | | | | | | | |
Goldman, | | | | | | | | | | | | | | | | | | | | | | | | |
Sachs & Co. | | | 156,549 | | | | 156,549 | | | | — | | | | — | | | | — | | | | — | |
| | $ | 159,453 | | | $ | 156,603 | | | $ | 2,850 | | | $ | — | | | $ | 2,850 | | | $ | — | |
* | | In some instances, the actual collateral pledged/received may be more than the amount shown. |
** | | JPMorgan Chase & Co., Inc. is the prime broker for all written option contracts held by TMF and CEF as of December 31, 2020. EDF written options are disclosed by counterparty in the table above. |
Note 8 — SECURITIES LENDING
Effective November 13, 2018, TMF became authorized to engage in securities lending in order to generate additional income. TMF is able to lend to approved borrowers. TMF’s custodian, U.S. Bank N.A. serves as the lending agent for TMF, pursuant to a Securities Lending Agreement (the “Securities Lending Agreement”). Securities loaned are collateralized by cash equal to at least 100% of the market value plus accrued interest on the securities lent, which is invested in the Mount Vernon Liquid Assets Portfolio, LLC. TMF retains loan fees and the interest on cash collateral investments but is required to pay the borrower a rebate for the use of cash collateral. In cases where the lent security is of high value to
The Merger Fund and Westchester Capital Funds
NOTES TO THE FINANCIAL STATEMENTS (continued)
December 31, 2020
Note 8 — SECURITIES LENDING (continued)
borrowers, there may be a negative rebate (i.e., a net payment from the borrower to TMF). Upon termination of a loan, TMF is required to return to the borrower an amount equal to the cash collateral, plus any rebate owed to the borrowers. The remaining maturities of the securities lending transactions are considered overnight and continuous. Loans are subject to termination by TMF or the borrower at any time.
The net income earned on securities lending (after payment of rebates and U.S Bank N.A.’s fee) is included on the Statements of Operations as Securities lending income (net). TMF also received payments from the borrower during the period of the loan, equivalent to dividends and interest earned on the securities loaned, which are recorded as Dividend or Interest income, respectively, on the Statements of Operations.
Under the Securities Lending Agreement, U.S Bank N.A. marks to market the loaned securities on a daily basis. In the event the cash received from the borrower is less than 102% of the value of the loaned securities (105% for loaned securities that are non-U.S. securities), U.S. Bank N.A. requests additional cash from the borrower so as to maintain a collateralization level of at least 102% of the value of the loaned securities plus accrued interest (105% for loans of non-U.S. securities).
The value of securities out on loan is recorded as an asset on the Statements of Assets and Liabilities. The value of the cash collateral received is recorded as a liability on the Statements of Assets and Liabilities and details of collateral investments are disclosed on the Schedule of Investments. At December 31, 2020, the value of outstanding securities on loan and the value of collateral investment were as follows:
The Merger Fund
| Value of | Cash | Total value |
| Securities | Collateral Posted | of Collateral |
| on Loan | by Borrower | Investments |
Mount Vernon Liquid Asset Portfolio, LLC* | $37,664,058 | $38,662,778 | $38,662,778 |
* | Please refer to the Schedule of Investments to view classification as this instrument is classified as a short-term fund and is not a registered money market fund. |
TMF bears the risk of loss associated with the collateral investments and is not entitled to additional collateral from the borrower to cover any such losses. To the extent that the value of the collateral investments declines below the amount owed to a borrower, TMF may incur losses that exceed the amount it earned on lending the security. Upon termination of a loan, TMF may use leverage (borrow money) to repay the borrower for cash collateral posted if the Adviser does not believe that it is prudent to sell the collateral investments to fund the payment of this liability.
TMF is not subject to a master netting agreement with respect to securities lending.
The Merger Fund and Westchester Capital Funds
NOTES TO THE FINANCIAL STATEMENTS (continued)
December 31, 2020
Note 8 — SECURITIES LENDING (continued)
Securities lending also involves counterparty risks, including the risk that the loaned securities may not be returned in a timely manner or at all. Subject to certain conditions, U.S Bank N.A. has agreed to indemnify TMF from losses resulting from a borrower’s failure to return a loaned security.
Note 9 — TRANSACTIONS WITH AFFILIATED PARTIES
A company is considered to be an affiliate of the Fund under the 1940 Act if the Fund’s holdings of that company represent 5% or more of the outstanding voting securities of the company. For the year ended December 31, 2020, TMF is considered to have affiliated transactions as the Fund holds 5% or more of the outstanding voting securities of Subversive Capital Acquisition Corporation Class A shares ("Subversive"). Neither EDF or CEF would be considered affiliates of Subversive as holdings within these Funds do not exceed 5% of the outstanding voting securities. Transactions with companies that are or were affiliates during the year ended December 31, 2020 are as follows:
The Merger Fund
| | Number of | | | | | | | | | Number of | |
| | shares held at | | | | | | | | | shares held at | |
| | December 31, | | | Gross | | | Gross | | | December 31, | |
Name of issuer | | 2019 | | | additions | | | reductions | | | 2020 | |
Subversive Capital | | | | | | | | | | | | |
Acquisition | | | | | | | | | | | | |
Corporation Class A | | | — | | | | 3,038,321 | | | | — | | | | 3,038,321 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | Net increase | | | | | |
| | Value at | | | Amount of | | | in unrealized | | | Realized capital | |
| | December 31, | | | dividends for | | | appreciation | | | gain (loss) | |
| | 2020 | | | the year | | | for the year | | | for the year | |
Subversive Capital | | | | | | | | | | | | | | | | |
Acquisition | | | | | | | | | | | | | | | | |
Corporation Class A | | $ | 30,747,809 | | | $ | — | | | $ | 1,264,204 | | | $ | — | |
Note 10 — COVID-19
During the period, an outbreak of respiratory disease caused by a novel coronavirus designated as COVID-19 emerged and spread internationally. The transmission of COVID-19 and efforts to contain its spread have resulted in, among other things, border closings and other significant travel restrictions and disruptions, significant disruptions to business operations, supply chains and customer activity, event cancellations and restrictions, service cancellations, reductions and other changes, significant challenges in healthcare service preparation and delivery, and prolonged quarantines, as well as general concern and uncertainty. These impacts also have caused, and may continue to contribute to, significant market volatility, exchange trading suspensions and closures, and declines in global financial markets, which have caused losses for investors. The COVID-19 pandemic and its effects may last for an extended period of time, and could result in
The Merger Fund and Westchester Capital Funds
NOTES TO THE FINANCIAL STATEMENTS (continued)
December 31, 2020
Note 10 — COVID-19 (continued)
significant market volatility, exchange trading suspensions and closures, declines in global financial markets, higher default rates, and a substantial economic downturn or recession. Health crises caused by the outbreak of COVID-19 (or similar outbreaks of infectious disease) and governmental responses thereto may exacerbate other pre-existing political, social, economic, market and financial risks. The impact of the COVID-19 outbreak, and other epidemics and pandemics that may arise in the future, could negatively affect the global economy, the economies of individual countries, and the financial performance of individual companies, sectors, industries, asset classes, and markets in significant and unforeseen ways. Any such impact could adversely affect the value and liquidity of a Fund’s investments, limit severely the Fund’s investment opportunity set, impair a Fund’s ability to satisfy redemption requests, and negatively impact a Fund’s performance. In addition, the outbreak of COVID-19 or similar infectious diseases, and measures taken to mitigate their effects, could result in disruptions to the services provided to the Funds by its service providers, leading to operational delays and failures and additional investment losses. Issues arising out of or related to this recent health crisis and governmental and business responses thereto may cause one or more events in which the Funds have invested to fail to close or occur as expected by the Adviser, leading to a Fund experiencing investment losses.
Note 11 – SUBSEQUENT EVENTS
In preparing these financial statements, the Funds’ management has evaluated events and transactions for potential recognition or disclosure through the date the financial statements were issued.
On February 1, 2021 Westchester Capital Management, LLC, investment adviser of the Funds, and Virtus Investment Partners, Inc. (“Virtus”) entered into an agreement pursuant to which Virtus will acquire Westchester Capital Management, LLC, (the “Acquisition”), subject to a number of conditions. The closing of the Acquisition is expected to result in the termination of the investment advisory agreements of the Funds. Under the terms of the Acquisition, among other matters, it is intended that a wholly-owned subsidiary of Virtus, Virtus Investment Advisers, Inc., will become the investment adviser to the Funds and Westchester Capital Management, LLC will serve as sub-adviser to the Funds. The Boards of Trustees of the Funds will be asked to approve new investment advisory and sub-advisory agreements for the Funds and to nominate new members to the Boards of Trustees. If approved by the Boards of Trustees of the Funds, shareholders of the Funds will be asked to approve the new
The Merger Fund and Westchester Capital Funds
NOTES TO THE FINANCIAL STATEMENTS (continued)
December 31, 2020
Note 11 – SUBSEQUENT EVENTS (continued)
investment advisory and sub-advisory agreements for the Funds and to elect new members to the Boards of Trustees. The Acquisition is expected to close in the second half of 2021, subject to a number of conditions, including Board and shareholder approval of the foregoing matters. Messrs. Behren and Shannon with respect to all the Funds and Mr. Tan with respect to WCM Alternatives: Credit Event Fund, are expected to continue to be responsible for the day-to-day portfolio management of the Funds after the closing of the Acquisition. It is not anticipated that there will be any changes to the Funds’ investment objectives or principal investment strategies as a result of the Acquisition.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Trustees of The Merger Fund and Westchester Capital Funds and Shareholders of The Merger Fund, WCM Alternatives: Event-Driven Fund, and WCM Alternatives: Credit Event Fund
Opinions on the Financial Statements
We have audited the accompanying statements of assets and liabilities, including the schedules of investments of, The Merger Fund and WCM Alternatives: Event-Driven Fund and WCM Alternatives: Credit Event Fund (constituting Westchester Capital Funds) (hereafter collectively referred to as the “Funds”) as of December 31, 2020, the related statements of operations for the year ended December 31, 2020, the statements of changes in net assets for each of the two years in the period ended December 31, 2020, including the related notes, and the financial highlights for each of the periods indicated therein (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of each of the Funds as of December 31, 2020, the results of each of their operations for the year then ended, the changes in each of their net assets for each of the two years in the period ended December 31, 2020 and each of the financial highlights for each of the periods indicated therein, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinions
These financial statements are the responsibility of the Funds’ management. Our responsibility is to express an opinion on the Funds’ financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Funds in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of December 31, 2020 by correspondence with the custodian, agent banks, and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinions.
New York, New York
February 25, 2021
We have served as the auditor of one or more investment companies in Westchester Capital Management (or its predecessor) since 1995.
BOARD APPROVAL OF INVESTMENT ADVISORY AGREEMENT
(Unaudited)
Each year, the Board of Trustees of each of The Merger Fund, The Merger Fund VL, and Westchester Capital Funds (together, the “Board”), including a majority of the Trustees who are not interested persons of The Merger Fund, The Merger Fund VL, and Westchester Capital Funds (together, the “Independent Trustees”), is required to determine whether to continue the advisory agreements for each of The Merger Fund, The Merger Fund VL, WCM Alternatives: Event-Driven Fund, and WCM Alternatives: Credit-Event Fund, respectively. In October 2020, the Board and the Independent Trustees approved the continuation of The Merger Fund’s, The Merger Fund VL’s, WCM Alternatives: Event-Driven Fund’s, and WCM Alternatives: Credit Event Fund’s (each, a “Fund” and, together, the “Funds”) advisory arrangements with Westchester Capital Management, LLC (the “Adviser”) (collectively, the “Agreements”) for an additional one-year period. A summary of the material factors and conclusions that formed the basis for the approval by the Board and the Independent Trustees are discussed below.
Review Process
The Investment Company Act of 1940, as amended, requires that the Board request and evaluate, and that the Adviser furnish, such information as may reasonably be necessary to evaluate the terms of the Agreements. The Independent Trustees began their formal review process in the summer of 2020 by compiling a request for information that sought a wide range of information the Independent Trustees believed might be necessary to evaluate the terms of the Funds’ Agreements. The Independent Trustees were assisted in compiling that information request by counsel to the Independent Trustees.
Following receipt of the Adviser’s response to their information request, the Independent Trustees evaluated all of the information available to them on a Fund-by-Fund basis, and their deliberations were made separately in respect of each Fund. The Independent Trustees also requested additional information after their review of the Adviser’s response to their initial information request. Throughout their review process, the Independent Trustees were advised by their counsel and they also discussed their obligations with respect to the continuation of the Agreements in private sessions with their counsel. The Independent Trustees and the Board, in determining to approve the continuation of the Agreements, did not identify any particular factor that was all-important or controlling, and each Trustee attributed different weights to the various factors. The following summary describes some, but not all, of the factors considered by the Board and the Independent Trustees.
Materials Reviewed
During the course of each year, the Board receives a wide variety of materials relating to the services provided by the Adviser and the Funds’ other
BOARD APPROVAL OF INVESTMENT ADVISORY AGREEMENT
(continued) (Unaudited)
service providers, including reports on: each Fund’s investment results; portfolio construction; portfolio composition; portfolio trading practices; and other information relating to the nature, extent and quality of services provided by the Adviser to the Funds. In addition, in connection with its annual consideration of the Agreements, the Board requested and reviewed supplementary information regarding the terms of the Agreements, the Funds’ investment results, advisory fee and total expense comparisons, financial and profitability information regarding the Adviser, descriptions of various functions undertaken by the Adviser, such as compliance monitoring, information about the personnel providing investment management services to the Funds, and information regarding the terms of the Adviser’s other advisory relationships.
The Board also requested and evaluated performance and expense information for other investment companies that was compiled and presented by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent data provider. During the review process, the Board received information regarding the methodology used in compiling Broadridge’s report and the process by which Broadridge constructed each Fund’s peer group. The Board and the Independent Trustees also considered information regarding so-called “fall-out” benefits to the Adviser and its affiliates due to the Adviser’s relationships with the Funds. After consideration of all of the information presented to it, the Board concluded that it had received all of the information it believed was reasonably necessary to assess the terms of each Agreement and determine whether to renew each Agreement.
Nature, Extent and Quality of Services
Nature and Extent of Services – In considering whether to continue the Agreements for an additional year, the Board and the Independent Trustees evaluated the nature and extent of the services provided by the Adviser. The Board and the Independent Trustees considered information concerning the investment philosophy and investment process used by the Adviser in managing the Funds. In this context, the Board and the Independent Trustees considered the in-house research capabilities of the Adviser as well as other resources available to the Adviser, including research services available to the Adviser as a result of securities transactions effected for the Funds and other investment advisory clients of the Adviser. The Trustees also considered the scope of services provided by the Adviser under the Agreements and noted that the scope of work required of the Adviser to perform the contracted-for and other necessary related services had expanded over time as a result of regulatory and other developments and that the Adviser performed a number of services for the Funds not expressly required by the Agreements. In this respect, the Board also considered the oversight functions, including with respect to the management of Fund expenses, performed by officers of the Funds who were
BOARD APPROVAL OF INVESTMENT ADVISORY AGREEMENT
(continued) (Unaudited)
supplied by the Adviser. The Board and the Independent Trustees also considered the managerial and financial resources available to the Adviser.
Quality of Services – The Board and the Independent Trustees considered the quality of the services provided by the Adviser and the quality of the resources of the Adviser available to the Funds. The Board and the Independent Trustees considered the specialized experience, expertise and professional qualifications of the personnel of the Adviser, including that the Adviser was among a limited number of investment advisers with a long track record managing merger arbitrage and event-driven strategies within the context of a registered mutual fund. The Board and the Independent Trustees considered the complexity of managing the Funds’ strategies relative to other types of funds. The Board and the Independent Trustees also received and reviewed information regarding the non-portfolio management services provided to the Funds by the Adviser in support of the Funds’ operations. The Trustees also considered the Adviser’s efforts at attracting and retaining personnel to maintain and, potentially, enhance the level of services provided to the Funds. The Trustees also took into account the significant investments the Adviser had made in promoting and otherwise supporting the distribution of the Funds and the potential benefits of those investments that might inure to the Funds. The Board and the Independent Trustees also considered whether the Funds operated within their investment objectives and their record of compliance with their investment restrictions.
In their evaluation of the quality of the services provided by the Adviser, the Board and the Independent Trustees considered the performance of the Funds (both net and gross of expenses). The Board and the Independent Trustees reviewed information comparing the Funds’ historical performance to relevant market indices and to performance information for other investment companies with similar investment strategies over the one-, three-, five- and ten-year periods (where applicable) ended August 31, 2020. The Board considered that The Merger Fund (net of expenses) ranked in the first quartile of its peer group for each of the one-, three-, five- and ten-year periods ended August 31, 2020. The Board also considered that the Fund (net of expenses) outperformed its benchmark index, the ICE BofA Merrill Lynch 3-Month U.S. Treasury Bill Index, over the one-, three-, five-, and ten-year periods ended August 31, 2020. The Board considered that The Merger Fund VL (net of expenses) ranked in the first quartile of its peer group over the one-, three-, five- and ten-year periods ended August 31, 2020. The Board also considered that The Merger Fund VL (net of expenses) outperformed its benchmark, the ICE BofA Merrill Lynch 3-Month U.S. Treasury Bill Index, over the one-, three-, five-, and ten-year periods ended August 31, 2020. The Board also considered that WCM Alternatives: Event-Driven Fund (net of expenses) ranked in the fourth quartile
BOARD APPROVAL OF INVESTMENT ADVISORY AGREEMENT
(continued) (Unaudited)
of its peer group for the one-, three- and five-year periods ended August 31, 2020. The Board also considered that WCM Alternatives: Event-Driven Fund (net of expenses) outperformed its benchmark, the ICE BofA Merrill Lynch 3-Month U.S. Treasury Bill Index, over the three- and five-year periods ended August 31, 2020, though it underperformed its benchmark over the one-year period ended August 31, 2020. In considering the relative underperformance of WCM Alternatives: Event-Driven Fund, the Board considered the Adviser’s explanations for that relative underperformance as well as the Adviser’s longer-term track record in merger arbitrage and event-driven investing generally. The Board also considered that WCM Alternatives: Credit Event Fund (net and expenses) ranked in the third quartile of its peer group for the one-year period ended August 31, 2020, and underperformed its benchmark, the ICE BofA Merrill Lynch 3-Month U.S. Treasury Bill Index, and its peer group median by 26 and 13 basis points, respectively, for the one-year period ended August 31, 2020. The Trustees noted that in evaluating the relative performance and percentile information presented they considered the limited number of close peers for each Fund, especially for periods of five years or longer (where applicable). The Trustees also considered that the WCM Alternatives: Credit Event Fund had a limited operating history to evaluate.
In all of their evaluations of relative performance, the Trustees noted that the report provided by Broadridge included a relatively small number of peer funds for The Merger Fund, The Merger Fund VL, WCM Alternatives: Event-Driven Fund and WCM Alternatives: Credit Event Fund, especially over longer-term periods (where performance information was available over longer-term periods), due to the limited number of registered mutual funds pursuing merger-arbitrage and/or event-driven investment strategies. In their evaluation of each Fund’s performance, including each Fund’s level of absolute performance over recent periods, the Trustees also considered, among other things, information the Adviser had provided regarding the market conditions affecting merger-arbitrage and event-driven strategies generally, the prevailing low interest rate environment generally, and the historical relationship between the Funds’ performance and interest rates generally, and that the Adviser had continued to deliver low volatility returns. The Board and the Independent Trustees concluded, within the context of their overall conclusions regarding each of the Agreements, that they were satisfied with the nature, extent and quality of the services provided by the Adviser and that each Fund’s performance record supported the renewal of the Agreements.
Management Fees and Expenses
The Board and the Independent Trustees reviewed information, including comparative information provided by Broadridge, regarding the advisory fees paid to the Adviser and the total expenses borne by the Funds. They
BOARD APPROVAL OF INVESTMENT ADVISORY AGREEMENT
(continued) (Unaudited)
considered the Funds’ advisory fees relative to their peer groups. In this regard, the Independent Trustees noted The Merger Fund’s gross advisory fees and net operating expenses (Institutional Class) were below the median of its peer group. The Independent Trustees also noted The Merger Fund VL’s gross advisory fees were at the median of its peer group at its current asset level and its net operating expenses were below the median of its peer group. The Independent Trustees noted that WCM Alternatives: Event-Driven Fund’s gross advisory fees were above, though near, the median of its peer group at its current asset level. The Independent Trustees also noted that WCM Alternatives: Event-Driven Fund’s net operating expenses (Institutional Class) were above, though near, the median of its peer group. In respect of WCM Alternatives: Event-Driven Fund, the Independent Trustees also considered that the Adviser has in place an expense cap limitation arrangement that is within five basis points of the median of its peer group, a level of expense cap that was lowered to that level approximately one year ago. The Independent Trustees also noted that WCM Alternatives: Credit Event Fund’s gross advisory fees and net operating expenses (Institutional Class) were above its peer group medians, respectively, though they noted that the Adviser was waiving substantially all of its advisory fee under the terms of the Fund’s expense limitation agreement due to, among other things, the Fund’s very limited asset base.
The Board and the Independent Trustees also considered the fees that the Adviser and its affiliates charge other clients with investment strategies similar to the Funds, including where an account is subject to a performance-based fee. The Board and the Independent Trustees considered information provided by the Adviser describing the differences in services provided to these other clients. In this regard, the Adviser noted that the services provided to these other clients typically consist nearly exclusively or primarily of portfolio management services. The Adviser described the additional level of services provided to the Funds under the terms of the Funds’ advisory arrangements or otherwise, such as supplying Fund management, general coordination of the Funds’ other service providers, the provision of middle and back office support functions, the provision of certain compliance and regulatory functions, and quarterly preparation and attendance of meetings with the Board, as well as the greater financial obligations and entrepreneurial risks the Adviser undertakes in respect of sponsoring a registered mutual fund. The Board and the Independent Trustees concluded, within the context of their overall conclusions regarding each of the Agreements, that the fees charged under the Agreements represent reasonable compensation to the Adviser in light of the services provided and the sponsorship and other risks assumed by the Adviser.
BOARD APPROVAL OF INVESTMENT ADVISORY AGREEMENT
(continued) (Unaudited)
Profitability and Possible Economies of Scale
Profitability – The Board and the Independent Trustees reviewed information regarding the cost of services provided by the Adviser and the profitability (before distribution and certain other expenses) of the Adviser’s relationship with each Fund. The Board noted that, in reporting on its profitability, the Adviser had included an estimated expense for compensation of the Funds’ portfolio managers (other than Mr. Tan) because those portfolio managers are the principal owners of the Adviser and do not receive a salary or bonus. The Board noted that the Adviser would have incurred significant compensation expense if it instead had to hire equivalently qualified portfolio managers to perform the services performed by the owners, which costs would significantly reduce the Adviser’s profitability. In conducting their review, the Board considered the Adviser’s profitability both with and without the estimated compensation expense for the Funds’ portfolio managers who are also the Adviser’s principal owners.
In evaluating the Adviser’s reported profitability, the Independent Trustees considered that certain of the information provided by the Adviser was necessarily estimated and that preparing the related profitability information involved certain assumptions and allocations that were subjective in nature. The Board and the Independent Trustees recognized that the probative value of profitability information may be limited because a wide range of comparative information for peer advisers often is not generally available and it can be affected by numerous factors, including the structure of the particular adviser, the types of funds it manages, its overall business mix, the efficiency of an adviser’s operations, numerous assumptions about allocations and the adviser’s cost of capital. The Independent Trustees concluded that the Adviser’s profitability with respect to The Merger Fund and Merger Fund VL was not excessive, especially in light of the Adviser’s experience; the Adviser’s status as one of a limited number of investment advisers with an extensive history of providing competitive merger-arbitrage portfolio management services within a registered mutual fund vehicle; and the Funds’ highly competitive gross advisory fees and net operating expenses. The Independent Trustees concluded that the Adviser’s profitability with respect to WCM Alternatives: Event-Driven Fund was not excessive, especially in light of the Adviser’s investment experience in event-driven investing; the Adviser’s status as one of a limited number of investment advisers with an extensive history of providing competitive event-driven portfolio management services within a registered mutual fund vehicle; and the Adviser’s agreement to continue an expense cap limitation that was expected to benefit the Fund’s shareholders for an additional one-year period. The Independent Trustees noted that the Adviser experienced a loss
BOARD APPROVAL OF INVESTMENT ADVISORY AGREEMENT
(continued) (Unaudited)
in respect of its relationship with WCM Alternatives: Credit Event Fund due to the effect of the expense limitation agreement between that Fund and the Adviser and the Adviser’s agreement to continue the expense cap limitation for an additional one-year period.
In addition, the Board and the Independent Trustees considered information regarding the direct and indirect benefits the Adviser receives as a result of its relationship with the Funds, including research purchased with soft dollar credits earned from portfolio transactions effected on behalf of the Funds (soft dollar arrangements) and reputational benefits.
Economies of Scale – The Board and the Independent Trustees reviewed the extent to which the Adviser may realize economies of scale in managing the Funds. The Board and the Independent Trustees concluded within the context of their overall conclusions regarding each of the Agreements that the Adviser’s level of profitability from its relationship with each Fund was not excessive in light of, among other things, the Funds’ competitive advisory fees and expense ratios. The Trustees also considered that the Adviser proposed to continue the expense limitation agreements applicable to The Merger Fund VL, WCM Alternatives: Event-Driven Fund and WCM Alternatives: Credit Event Fund, and the advisory fee waiver in respect of The Merger Fund for another one-year period. The Independent Trustees concluded that those measures were reasonably designed to result in the sharing of economies of scale realized by the Adviser, if any, with the Funds and their shareholders.
Conclusions
Based on their review, including their consideration of each of the factors referred to above, the Board and the Independent Trustees concluded that the terms of the Agreements, including the fees payable to the Adviser, are fair and reasonable to the Funds and their shareholders given the scope and quality of the services provided to the Funds and such other considerations as the Independent Trustees believed relevant in the exercise of their reasonable business judgment and that the continuation of the Agreements was in the best interests of the Funds and their shareholders. Accordingly, the Board and Independent Trustees unanimously approved the continuation of the Agreements for an additional one-year period.
STATEMENT REGARDING THE FUNDS’ LIQUIDITY RISK MANAGEMENT PROGRAM
The Funds have adopted a liquidity risk management program. The program’s principal objectives are to support each Fund’s compliance with limits on investments in illiquid assets and to mitigate the risk that a Fund is unable to meet its redemption obligations timely. During the period covered by the report, the program supported the Fund’s ability to honor redemption requests timely and the Adviser’s management of each Fund’s liquidity profile, including during any periods of market volatility and net redemptions. In this regard, the program includes a number of elements that support the management or assessment of liquidity risk, including an assessment of factors that influence a Fund’s liquidity and the periodic classification and re-classification of a Fund’s investments into groupings that reflect an assessment of their relative liquidity under current market conditions. There can be no assurance that the program will achieve its objectives under all circumstances in the future. Please refer to your Fund’s prospectus for more information regarding the Fund’s exposure to liquidity risk and other risks to which it may be subject.
INFORMATION ABOUT TRUSTEES AND OFFICERS
The business and affairs of the Fund are managed under the direction of the Fund’s Board of Trustees. Information pertaining to the Fund’s Trustees and Officers is set forth below. The Statement of Additional Information includes additional information about the Fund’s Trustees and Officers and is available, without charge, upon request by calling 1-800-343-8959.
| | | | # of | Other |
| | Term of | | Portfolios | Directorships |
| | Office | | in Fund | Held by |
| | and | Principal | Complex | Trustee |
Name, | Position(s) | Length | Occupation(s) | Overseen | During |
Address and | Held with | of Time | During the | by | the Past |
Year of Birth | the Fund | Served | Past Five Years | Trustee** | Five Years |
Interested Trustees | | | | | |
Roy D. Behren* | Co-President | Indefinite, | Co-Portfolio Manager | 4 | None |
Westchester Capital | and | since | and Co-President of | | |
Management, LLC | Treasurer; | 2011 | Westchester Capital | | |
100 Summit Lake Drive | Trustee | | Management, LLC, the | | |
Valhalla, NY 10595 | | | Fund’s Adviser, since | | |
Year of Birth: 1960 | | | 2011. | | |
| | | | | |
Michael T. Shannon* | Co-President | Indefinite, | Co-Portfolio Manager | 4 | None |
Westchester Capital | and | since | and Co-President of | | |
Management, LLC | Trustee | 2011 | Westchester Capital | | |
100 Summit Lake Drive | | | Management, LLC, the | | |
Valhalla, NY 10595 | | | Fund’s Adviser, since | | |
Year of Birth: 1966 | | | 2011. | | |
| | | | | |
Non-Interested Trustees | | | | | |
Barry Hamerling | Independent | Indefinite, | Managing Partner of | 4 | Former |
c/o Westchester | Trustee | since | Premium Ice Cream of | | Trustee of |
Capital | | 2007 | America since 1995. | | AXA Premier |
Management, LLC | | | Managing Partner of | | VIP Trust |
100 Summit Lake Drive | | | B&J Freeport since | | |
Valhalla, NY 10595 | | | 1990. | | |
Year of Birth: 1946 | | | | | |
| | | | | |
Richard V. Silver | Independent | Indefinite, | Retired Senior | 4 | None |
c/o Westchester | Trustee | since | Executive Vice | | |
Capital | | 2013 | President, Chief | | |
Management, LLC | | | Administrative Officer | | |
100 Summit Lake Drive | | | and Chief Legal Officer | | |
Valhalla, NY 10595 | | | of AXA Equitable Life | | |
Year of Birth: 1955 | | | Insurance Company. | | |
| | | Senior Advisor to AXA | | |
| | | Equitable Life Insurance | | |
| | | Company from May | | |
| | | 2012 to April 2013. | | |
| | | | | |
Christianna Wood | Independent | Indefinite, | Chief Executive Officer | 4 | Director of |
c/o Westchester | Trustee | since | and President of Gore | | H&R Block |
Capital | | 2013 | Creek Capital, Ltd. | | Corporation; |
Management, LLC | | | since August 2009. | | Director of |
100 Summit Lake Drive | | | | | Grange |
Valhalla, NY 10595 | | | | | Insurance; |
Year of Birth: 1959 | | | | | Trustee of |
| | | | | 85 funds in |
| | | | | the Delaware |
| | | | | Funds |
| | | | | complex |
INFORMATION ABOUT TRUSTEES AND OFFICERS (continued)
| | | | # of | Other |
| | Term of | | Portfolios | Directorships |
| | Office | | in Fund | Held by |
| | and | Principal | Complex | Trustee |
Name, | Position(s) | Length | Occupation(s) | Overseen | During |
Address and | Held with | of Time | During the | by | the Past |
Year of Birth | the Fund | Served | Past Five Years | Trustee** | Five Years |
Officers | | | | | |
Bruce Rubin | Vice | One-year | Chief Operating | N/A | N/A |
Westchester Capital | President, | terms, | Officer of Westchester | | |
Management, LLC | Chief | since | Capital Management, | | |
100 Summit Lake Drive | Compliance | 2010 | LLC, the Fund’s Adviser, | | |
Valhalla, NY 10595 | Officer and | | since 2010. | | |
Year of Birth: 1959 | Anti-Money | | | | |
| Laundering | | | | |
| Compliance | | | | |
| Officer | | | | |
| | | | | |
Abraham R. Cary | Secretary | One-year | Head of Trading of | N/A | N/A |
Westchester Capital | | terms, | Westchester Capital | | |
Management, LLC | | since | Management, LLC, the | | |
100 Summit Lake Drive | | 2012 | Fund’s Adviser, since | | |
Valhalla, NY 10595 | | | 2011. | | |
Year of Birth: 1975 | | | | | |
| | | | | |
Christopher Colomb | Principal | One-year | Controller of | N/A | N/A |
Westchester Capital | Financial | terms, | Westchester Capital | | |
Management, LLC | Officer | since | Management, LLC, | | |
100 Summit Lake Drive | | 2020 | the Fund’s Adviser | | |
Valhalla, NY 10595 | | | since 2017. | | |
Year of Birth: 1983 | | | Associate of Fortress | | |
| | | Investment Group, | | |
| | | LLC from 2015 | | |
| | | to 2017. | | |
* | | Denotes a trustee who is an “interested person” (as that term is defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended) of the Fund or of the Adviser. Messrs. Behren and Shannon are deemed to be interested persons because of their affiliation with the Fund’s investment adviser, Westchester Capital Management, LLC, and because they are officers of the Fund. |
** | | The fund complex consists of TMF, The Merger Fund VL, EDF and CEF. |
ADDITIONAL INFORMATION (Unaudited)
For the fiscal year ended December 31, 2020, certain dividends paid by the Funds may be reported as qualified dividend income (QDI) and may be eligible for taxation at capital gains rates. The percentage of dividends declared from ordinary income designated as qualified dividend income for the fiscal year ended December 31, 2020 was 13.19% for TMF and 11.08% for EDF and 0.46% for CEF.
For corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividends-received deduction for the fiscal year ended December 31, 2020 was 11.84% for TMF and 9.64% for EDF and 0.66% for CEF.
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, 2020 was 72.81% for TMF and 51.01% for EDF and 21.86% for CEF.
AVAILABILITY OF PROXY VOTING INFORMATION
Information regarding how the Funds generally vote proxies relating to portfolio securities may be obtained without charge by calling the Funds’ Transfer Agent at 1-800-343-8959 or by visiting the SEC’s website at www.sec.gov. Information regarding how the Funds voted proxies during the most recent 12-month period ended June 30 is available on the SEC’s website or by calling the toll-free number listed above.
AVAILABILITY OF QUARTERLY PORTFOLIO SCHEDULE
The Funds file their complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Part F of Form N-PORT. The Funds’ Parts F of Form N-PORT are available on the SEC’s website at www.sec.gov. Once filed, the most recent Parts F of Form N-PORT will also be available without charge, upon request, by calling 1-800-343-8959.
The Merger Fund and Westchester Capital Funds
PRIVACY POLICY
We collect the following non-public personal information about you:
| • | Information we receive from you on or in applications or other forms, correspondence, or conversations, including, but not limited to, your name, address, phone number, social security number, assets, income and date of birth; and |
| | |
| • | Information about your transactions with us, our affiliates, or others, including, but not limited to, your account number and balance, payments history, parties to transactions, cost basis information, and other financial information. |
We do not disclose any non-public personal information about our current or former shareholders to non-affiliated third parties, except as permitted by law. For example, we are permitted by law to disclose all of the information we collect, as described above, to our transfer agent to process your transactions. Furthermore, we restrict access to your non- public personal information to those persons who require such information to provide products or services to you. We maintain physical, electronic, and procedural safeguards that comply with federal standards to guard your non-public personal information.
In the event that you hold shares of the Fund through a financial intermediary, including, but not limited to, a broker-dealer, bank, or trust company, the privacy policy of your financial intermediary would govern how your non-public personal information would be shared with non-affiliated third parties.
THIS PRIVACY POLICY IS NOT A PART OF THE ANNUAL REPORT.
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
Compass Distributors, LLC
Three Canal Plaza, 3rd Floor
Portland, ME 04101
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
Christopher Colomb, Principal Financial Officer
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
This report is authorized for distribution only when
preceded or accompanied by a current prospectus.
(b) Not applicable for the Registrant.
Item 2. Code of Ethics.
The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer and principal financial officer. The registrant has not made any substantive amendments to its code of ethics during the period covered by this report. The registrant has not granted any waivers from any provisions of the code of ethics during the period covered by this report. A copy of the registrant’s Code of Ethics is filed herewith. The registrant also undertakes to provide to any person without charge, upon request, a copy of its code of ethics by mail when they call the registrant at (800) 343-8959.
Item 3. Audit Committee Financial Expert.
The registrant’s board of trustees has determined that there is at least one audit committee financial expert serving on its audit committee. Barry Hamerling and Christianna Wood are the “audit committee financial experts” and are considered to be “independent” as each term is defined in Item 3 of Form N-CSR.
Item 4. Principal Accountant Fees and Services.
The registrant has engaged its principal accountant, PricewaterhouseCoopers LLP, to perform audit services, audit-related services, tax services and other services during the past two fiscal years. “Audit services” refer to performing an audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years. “Audit-related services” refer to the assurance and related services by the principal accountant that are reasonably related to the performance of the audit. “Tax services” refer to professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning. The following table details the aggregate fees billed or expected to be billed for each of the last two fiscal years for audit fees, audit-related fees, tax fees and other fees by the principal accountant.
| FYE 12/31/2020 | FYE 12/31/2019 |
Audit Fees | $113,750 | $109,250 |
Audit-Related Fees | $ - | $ - |
Tax Fees | $14,110 | $12,605 |
All Other Fees | $ - | $ - |
The audit committee has adopted pre-approval policies and procedures that require the audit committee to pre approve all audit and non-audit services of the registrant, including services provided to any entity affiliated with the registrant.
The percentage of fees billed by PricewaterhouseCoopers LLP applicable to non-audit services pursuant to waiver of pre-approval requirement were as follows:
| FYE 12/31/2020 | FYE 12/31/2019 |
Audit-Related Fees | 0% | 0% |
Tax Fees | 0% | 0% |
All Other Fees | 0% | 0% |
All of the principal accountant’s hours spent on auditing the registrant’s financial statements were attributed to work performed by full time permanent employees of the principal accountant.
The following table indicates the non-audit fees billed or expected to be billed by the registrant’s accountant for services to the registrant and to the registrant’s investment adviser (and any other controlling entity, etc.—not sub-adviser) for the last two years. The audit committee of the board of trustees/directors has considered whether the provision of non-audit services that were rendered to the registrant's investment adviser is compatible with maintaining the principal accountant's independence and has concluded that the provision of such non-audit services by the accountant has not compromised the accountant’s independence.
Non-Audit Related Fees | FYE 12/31/2020 | FYE 12/31/2019 |
Registrant | - | - |
Registrant’s Investment Adviser | - | - |
Item 5. Audit Committee of Listed Registrants.
Not applicable.
Item 6. Investments.
The registrant’s Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable 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. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.
Not applicable to open-end investment companies.
Item 13. Exhibits.
(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.
(4) Change in the registrant’s independent public accountant. Provide the information called for by Item 4 of Form 8-K under the Exchange Act (17 CFR 249.308). Unless otherwise specified by Item 4, or related to and necessary for a complete understanding of information not previously disclosed, the information should relate to events occurring during the reporting period. Not Applicable.
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. ShannonMichael T. Shannon, Co-President
Date 3/8/2021
By (Signature and Title)* /s/ Roy Behren
Roy Behren, Co-President and Treasurer
Date 3/8/2021
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 3/8/2021
By (Signature and Title)* /s/ Roy Behren
Roy Behren, Co-President and Treasurer
Date 3/8/2021
* Print the name and title of each signing officer under his or her signature.