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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Security Federal Corporation (PK) | USOTC:SFDL | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.24 | 1.02% | 23.74 | 23.10 | 24.15 | 23.75 | 23.11 | 23.75 | 400 | 21:00:00 |
Prospectus
|
WILSHIRE
|
April 2, 2013
|
MUTUAL FUNDS, INC.
|
||
Large Company Growth Portfolio
Investment Class Shares (DTLGX)
Institutional Class Shares (WLCGX
Large Company Value Portfolio
Investment Class Shares (DTLVX)
Institutional Class Shares (WLCVX)
Small Company Growth Portfolio
Investment Class Shares (DTSGX)
Institutional Class Shares (WSMGX)
Small Company Value Portfolio
Investment Class Shares (DTSVX)
Institutional Class Shares (WSMVX)
Wilshire 5000 Index
SM
Fund
Investment Class Shares (WFIVX)
Institutional Class Shares (WINDX)
Wilshire International Equity Fund (formerly, Wilshire Large Cap Core Plus Fund)
Investment Class Shares (WLCTX)
Institutional Class Shares (WLTTX)
http://advisor.wilshire.com
|
||
As with all mutual funds, the Securities and Exchange Commission (the “SEC”) has not approved or disapproved any shares of these Portfolios or determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
|
TABLE OF CONTENTS
|
Page
|
FUND SUMMARIES
|
3
|
Large Company Growth Portfolio
|
3
|
Large Company Value Portfolio
|
8
|
Small Company Growth Portfolio
|
13
|
Small Company Value Portfolio
|
18
|
Wilshire 5000 Index
SM
Fund
|
23
|
Wilshire International Equity Fund
|
27
|
MORE INFORMATION ABOUT INVESTMENTS AND RISKS
|
33
|
MANAGEMENT OF THE PORTFOLIOS
|
39
|
Investment Adviser
|
39
|
Investment Subadvisers
|
40
|
Service and Distribution Plan
|
44
|
SHAREHOLDER INFORMATION
|
44
|
How To Buy Portfolio Shares
|
44
|
How To Sell Portfolio Shares
|
46
|
Pricing of Shares
|
47
|
How to Exchange Portfolio Shares
|
48
|
Anti-Money Laundering Program
|
48
|
Right to Reject Purchase or Exchange Orders
|
49
|
Householding Policy
|
49
|
DIVIDEND AND DISTRIBUTION INFORMATION
|
49
|
FEDERAL INCOME TAX INFORMATION
|
50
|
FINANCIAL HIGHLIGHTS
|
51
|
Shares of a Portfolio are not deposits or obligations of, or guaranteed or endorsed by, any bank. The shares are not insured or guaranteed by the Federal Deposit Insurance Corporation, the Federal Reserve Board, or any other government agency. You could lose money by investing in a Portfolio.
|
Investment
Class
|
Institutional
Class
|
|
Management Fees
|
0.75%
|
0.75%
|
Distribution and Service (12b-1) Fees
|
0.25%
|
None
|
Other Expenses
|
0.39%
|
0.36%
|
Total Annual Portfolio Operating Expenses
|
1.39%
|
1.11%
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
|
Investment Class
|
$142
|
$440
|
$761
|
$1,669
|
Institutional Class
|
$113
|
$353
|
$612
|
$1,352
|
|
•
|
The Portfolio focuses on the large company growth segment of the U.S. equity market.
|
|
•
|
The Portfolio invests substantially all of its assets in common stock of companies with larger market capitalizations—generally greater than $10 billion at the time of purchase.
|
|
•
|
The Portfolio invests in companies that historically have above average earnings or sales growth and retention of earnings, often such companies have above average price to earnings ratios.
|
|
•
|
The Portfolio uses a multi-manager strategy with multiple subadvisers who employ different strategies. Each subadviser’s strategy is set forth below:
|
|
•
|
you are a long-term investor;
|
|
•
|
you seek growth of capital;
|
|
•
|
you believe that the market will favor a particular investment style, such as large cap growth stocks, over other investment styles in the long term and you want a more focused exposure to that investment style; or
|
|
•
|
you own other funds or stocks which provide exposure to some but not all investment styles and would like a more complete exposure to the equity market.
|
1 year
|
5 years
|
10 years
|
|
Investment Class
|
|||
Return Before Taxes
|
13.72%
|
0.72%
|
6.36%
|
Return After Taxes on Distributions
|
13.16%
|
0.50%
|
5.93%
|
Return After Taxes on Distributions and Sale of Shares
|
9.64%
|
0.53%
|
5.50%
|
Institutional Class
|
|||
Return Before Taxes
|
14.04%
|
1.06%
|
6.73%
|
Russell 1000 Growth Index
(reflects no deduction for fees, expenses or taxes)
|
15.26%
|
3.12%
|
7.52%
|
Investment
Class
|
Institutional
Class
|
|
Management Fees
|
0.75%
|
0.75%
|
Distribution and Service (12b-1) Fees
|
0.25%
|
None
|
Other Expenses
|
0.36%
|
0.40%
|
Total Annual Portfolio Operating Expenses
|
1.36%
|
1.15%
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
|
Investment Class
|
$138
|
$431
|
$745
|
$1,635
|
Institutional Class
|
$117
|
$365
|
$633
|
$1,398
|
|
•
|
The Portfolio focuses on the large company value segment of the U.S. equity market.
|
|
•
|
The Portfolio invests substantially all of its assets in the common stock companies with larger market capitalizations—generally greater than $10 billion at the time of purchase.
|
|
•
|
The Portfolio invests, generally, in companies with relatively low price to book value ratios, low price to earnings ratios and higher than average dividend yields (which means that their prices are low relative to the size of their dividends).
|
|
•
|
The Portfolio uses a multi-manager strategy with multiple subadvisers who employ different strategies. Each subadviser’s strategy is set forth below:
|
|
•
|
you are a long-term investor;
|
|
•
|
you seek growth of capital;
|
|
•
|
you believe that the market will favor a particular investment style, such as large cap value stocks, over other investment styles in the long term and you want a more focused exposure to that investment style; or
|
|
•
|
you own other funds or stocks which provide exposure to some but not all investment styles and would like a more complete exposure to the equity market.
|
1 year
|
5 years
|
10 years
|
|
Investment Class
|
|||
Return Before Taxes
|
15.92%
|
(0.94%)
|
5.79%
|
Return After Taxes on Distributions
|
15.75%
|
(1.09%)
|
4.74%
|
Return After Taxes on Distributions and Sale of Shares
|
10.58%
|
(0.83%)
|
4.86%
|
Institutional Class
|
|||
Return Before Taxes
|
16.18%
|
(0.71%)
|
6.05%
|
Russell 1000 Value Index
(reflects no deduction for fees, expenses or taxes)
|
17.51%
|
0.59%
|
7.38%
|
Investment
Class
|
Institutional
Class
|
|
Management Fees
|
0.85%
|
0.85%
|
Distribution and Service (12b-1) Fees
|
0.25%
|
None
|
Other Expenses
|
0.87%
|
0.94%
|
Total Annual Portfolio Operating Expenses*
|
1.97%
|
1.79%
|
Less Fee Waiver/Expense Reimbursement
|
(0.47%)
|
(0.54%)
|
Net Annual Fund Operating Expenses
|
1.50%
|
1.25%
|
*
|
Wilshire Associates Incorporated (“Wilshire”) has entered into a contractual expense limitation agreement with Wilshire Mutual Funds, Inc. (the “Company”), on behalf of the Portfolio to waive a portion of its management fee to limit expenses of the Portfolio (excluding taxes, brokerage expenses, dividend expenses on short securities and extraordinary expenses) to 1.50% and 1.25% of average daily net assets for Investment Class Shares and Institutional Class Shares, respectively. This agreement to limit expenses continues through at least April 30, 2014 or upon the termination of the Advisory Agreement. To the extent that the Portfolio’s expenses are less than the expense limitation, Wilshire may recoup the amount of any management fee waived within three years after the year in which Wilshire incurred the expense if the recoupment does not exceed the existing expense limitation.
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
|
Investment Class
|
$153
|
$573
|
$1,019
|
$2,258
|
Institutional Class
|
$127
|
$511
|
$919
|
$2,061
|
|
•
|
The Portfolio focuses on the small company growth segment of the U.S. equity market.
|
|
•
|
The Portfolio invests substantially all of its assets in the common stock of companies with smaller market capitalizations—which is generally less than $3 billion at the time of purchase.
|
|
•
|
The Portfolio invests in companies that historically have above average earnings or sales growth and retention of earnings, often such companies have above average price to earnings ratios.
|
|
•
|
The Portfolio places less emphasis on companies with a long history of established growth than the Large Company Growth Portfolio.
|
|
•
|
The Portfolio invests in small-cap companies that may still further develop.
|
|
•
|
The Portfolio uses a multi-manager strategy with multiple subadvisers who employ different strategies. Each subadviser’s strategy is set forth below:
|
|
•
|
you are a long-term investor;
|
|
•
|
you seek growth of capital;
|
|
•
|
you believe that the market will favor a particular investment style, such as small-cap growth stocks, over other investment styles in the long term and you want a more focused exposure to that investment style; or
|
|
•
|
you own other funds or stocks which provide exposure to some but not all investment styles and would like a more complete exposure to the equity market.
|
1 year
|
5 years
|
10 years
|
|
Investment Class
|
|
|
|
Return Before Taxes
|
13.58%
|
2.53%
|
8.53%
|
Return After Taxes on Distributions
|
13.58%
|
2.35%
|
7.85%
|
Return After Taxes on Distributions and Sale of Shares
|
8.83%
|
2.09%
|
7.35%
|
Institutional Class
|
|
||
Return Before Taxes
|
13.80%
|
2.76%
|
8.80%
|
Russell 2000 Growth Index
(reflects no deduction for fees, expenses or taxes)
|
14.59%
|
3.49%
|
9.80%
|
Investment
Class
|
Institutional
Class
|
|
Management Fees
|
0.85%
|
0.85%
|
Distribution and Service (12b-1) Fees
|
0.25%
|
None
|
Other Expenses
|
0.74%
|
0.81%
|
Total Annual Portfolio Operating Expenses*
|
1.84%
|
1.66%
|
Less Fee Waiver/Expense Reimbursement
|
(0.34%)
|
(0.41%)
|
Net Annual Fund Operating Expenses
|
1.50%
|
1.25%
|
*
|
Wilshire Associates Incorporated (“Wilshire”) has entered into a contractual expense limitation agreement with Wilshire Mutual Funds, Inc. (the “Company”), on behalf of the Portfolio to waive a portion of its management fee to limit expenses of the Portfolio (excluding taxes, brokerage expenses, dividend expenses on short securities and extraordinary expenses) to 1.50% and 1.25% of average daily net assets for Investment Class Shares and Institutional Class Shares, respectively. This agreement to limit expenses continues through at least April 30, 2014 or upon the termination of the Advisory Agreement. To the extent that the Portfolio’s expenses are less than the expense limitation, Wilshire may recoup the amount of any management fee waived within three years after the year in which Wilshire incurred the expense if the recoupment does not exceed the existing expense limitation.
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
|
Investment Class
|
$153
|
$546
|
$964
|
$2,131
|
Institutional Class
|
$127
|
$483
|
$864
|
$1,931
|
|
•
|
The Portfolio focuses on the small company value segment of the U.S. equity market.
|
|
•
|
The Portfolio invests substantially all of its assets in the common stock of companies with smaller market capitalizations—which is generally less than $3 billion at the time of purchase.
|
|
•
|
The Portfolio invests, generally, in companies with relatively low price to book value ratios, low price to earnings ratios and relatively high dividend yields (dividend yields for small companies are generally less than those of large companies).
|
|
•
|
The Portfolio invests in small-cap companies that may still further develop.
|
|
•
|
The Portfolio uses a multi-manager strategy with multiple subadvisers who employ different strategies. Each subadviser’s strategy is set forth below:
|
|
•
|
you are a long-term investor;
|
|
•
|
you seek growth of capital;
|
|
•
|
you believe that the market will favor a particular investment style, such as small-cap value stocks, over other investment styles in the long term and you want a more focused exposure to that investment style; or
|
|
•
|
you own other funds or stocks which provide exposure to some but not all investment styles and would like a more complete exposure to the equity market.
|
1 year
|
5 years
|
10 years
|
|
Investment Class
|
|||
Return Before Taxes
|
17.20%
|
2.02%
|
8.47%
|
Return After Taxes on Distributions
|
16.98%
|
1.88%
|
7.09%
|
Return After Taxes on Distributions and Sale of Shares
|
11.48%
|
1.70%
|
6.93%
|
Institutional Class
|
|||
Return Before Taxes
|
17.41%
|
2.40%
|
8.83%
|
Russell 2000 Value Index
(reflects no deduction for fees, expenses or taxes)
|
18.05%
|
3.55%
|
9.50%
|
Investment
Class
|
Institutional
Class
|
|
Management Fees
|
0.10%
|
0.10%
|
Distribution and Service (12b-1) Fees
|
0.25%
|
None
|
Other Expenses
|
0.35%
|
0.37%
|
Total Annual Portfolio Operating Expenses
|
0.70%
|
0.47%
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
|
Investment Class
|
$72
|
$224
|
$390
|
$871
|
Institutional Class
|
$48
|
$151
|
$263
|
$591
|
|
•
|
The Index Fund invests at least 80% of its assets in the common stock of companies included in the Index that are representative of the Index.
|
|
•
|
The Index Fund may invest in the common stock of companies of any size, including small-cap companies.
|
|
•
|
The Index Fund uses enhanced “stratified sampling” techniques in an attempt to replicate the performance of the Index. Stratified sampling is a technique that uses sector weighting and portfolio characteristics profiling to keep the Index Fund within acceptable parameter ranges relative to the benchmark.
|
|
•
|
The Index Fund normally holds stocks representing at least 90% of the total market value of the Index.
|
|
•
|
you are a long-term investor;
|
|
•
|
you seek growth of capital;
|
|
•
|
you seek to capture returns that are representative of the entire U.S. equity market;
|
|
•
|
you seek to potentially reduce risk through broad diversification across large and small capitalization stocks and value and growth stocks; or
|
|
•
|
you seek an index fund which, unlike a traditional index fund, includes the stocks of small- and mid-capitalization companies as well as large capitalization companies.
|
1 year
|
5 years
|
10 years
|
|
Investment Class
|
|||
Return Before Taxes
|
15.36%
|
1.46%
|
6.97%
|
Return After Taxes on Distributions
|
15.11%
|
1.24%
|
6.70%
|
Return After Taxes on Distributions and Sale of Shares
|
10.30%
|
1.20%
|
6.03%
|
Institutional Class
|
|||
Return Before Taxes
|
15.54%
|
1.65%
|
7.21%
|
Wilshire 5000 Index
SM
(reflects no deduction for fees, expenses or taxes)
|
16.07%
|
2.04%
|
7.85%
|
Investment
Class
|
Institutional
Class
|
|
Management Fees
|
1.00%
|
1.00%
|
Distribution and Service (12b-1) Fees
|
0.25%
|
None
|
Other Expenses*
|
0.40%
|
0.40%
|
Total Annual Fund Operating Expenses**
|
1.65%
|
1.40%
|
Less Fee Waiver/Expense Reimbursement
|
(0.15%)
|
(0.15%)
|
Net Annual Fund Operating Expenses
|
1.50%
|
1.25%
|
*
|
“Other Expenses” are based on estimated amounts because of the Fund’s new strategy effective April 2, 2013.
|
**
|
Wilshire Associates Incorporated (“Wilshire”) has entered into a contractual expense limitation agreement with Wilshire Mutual Funds, Inc. (the “Company”), on behalf of the International Fund to waive a portion of its management fee to limit expenses of the International Fund (excluding taxes, brokerage expenses, dividend expenses on short securities and extraordinary expenses) to 1.50% and 1.25% of average daily net assets for Investment Class Shares and Institutional Class Shares, respectively. This agreement to limit expenses continues through at least April 30, 2014 or upon the termination of the Advisory Agreement. To the extent that the International Fund’s expenses are less than the expense limitation, Wilshire may recoup the amount of any management fee waived within three years after the year in which Wilshire incurred the expense if the recoupment does not exceed the existing expense limitation.
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
|
Investment Class
|
$153
|
$506
|
$883
|
$1,942
|
Institutional Class
|
$127
|
$428
|
$752
|
$1,667
|
1 year
|
5 years
|
Since Inception (11/16/07)
|
|
Investment Class
|
|||
Return Before Taxes
|
13.36%
|
(1.99%)
|
(1.71%)
|
Return After Taxes on Distributions
|
12.75%
|
(2.29%)
|
(2.01%)
|
Return After Taxes on Distributions and Sale of Shares
|
9.49%
|
(1.73%)
|
(1.50%)
|
Institutional Class
|
|||
Return Before Taxes
|
13.63%
|
(1.71%)
|
(1.43%)
|
MSCI EAFE Index
(reflects no deduction for fees, expenses and taxes)*
|
17.90%
|
(3.21%)
|
—
|
S&P 500 Index
(reflects no deduction for fees, expenses and taxes)
|
16.00%
|
1.66%
|
1.80%
|
*
|
Effective April 2, 2013, the Fund changed its investment strategy.
|
**
|
Effective April 2, 2013, the Fund changed its benchmark to the MSCI EAFE Index because it is more reflective of the Fund’s investment strategy.
|
|
•
|
The market price of their equity securities is undervalued relative to earnings power, break-up value and inherent profitability.
|
|
•
|
The companies are, or may soon be, exhibiting improved financial characteristics represented by rising cash flow, return on equity, operating margins and book value.
|
|
•
|
The price of their equities may have recently underperformed the general market due to a low level of investor expectations regarding the earnings outlook.
|
|
•
|
The companies should have the strength to operate successfully through adverse business conditions.
|
Portfolio
|
Management fee as a % of average daily net assets of
the Portfolio
|
Large Company Growth Portfolio
|
0.75%
|
Large Company Value Portfolio
|
0.75%
|
Small Company Growth Portfolio*
|
0.26%
|
Small Company Value Portfolio**
|
0.51%
|
Wilshire 5000 Index
SM
Fund
|
0.10%
|
Wilshire International Equity Fund***
|
0.96%
|
*
|
Wilshire voluntarily waived 0.49% of its management fee during the 2012 fiscal year.
|
**
|
Wilshire voluntarily waived 0.34% of its management fee during the 2012 fiscal year.
|
***
|
The Advisor waived 0.04% of its management fee pursuant to a contractual agreement to limit expenses during the 2012 fiscal year.
|
|
•
|
Investment Class Shares
. The minimum initial investment in each Style Portfolio and the International Fund is $2,500, or $1,000 if you are a client of a securities dealer, bank or other financial institution which has made an aggregate minimum initial purchase for its customers of at least $2,500. The minimum initial investment in the Index Fund is $1,000. Subsequent investments for all Portfolios must be at least $100. The minimum investments do not apply to certain employee benefit plans.
|
|
•
|
Institutional Class Shares
. The minimum initial investment is $250,000 for all Portfolios. Subsequent investments must be at least $100,000.
|
|
•
|
Telephone Redemption by Check. We will make checks payable to the name in which the account is registered and normally will mail the check to you at your address of record within seven days after we receive your request. Any request for redemption proceeds made within 60 days of changing your address of record must be in writing with the signature guaranteed.
|
|
•
|
Telephone Redemption by Wire. We accept telephone requests for wire redemptions of at least $1,000 per Portfolio. We will send a wire to either a bank designated on your Account Application or in a subsequent letter with a guaranteed signature. Your designated bank must be a member of the Federal Reserve System or a correspondent bank. We normally wire proceeds on the next business day after we receive your request.
|
|
•
|
Automated Clearing House (ACH) Redemption. Redemption proceeds can be sent to your bank account by ACH transfer. You can elect this option by completing the appropriate section of the Account Application. There is no minimum per ACH transfer.
|
|
•
|
We reserve the right to reject any exchange request in whole or in part.
|
|
•
|
We may modify or terminate the availability of exchanges at any time with notice to shareholders.
|
|
•
|
You should read the prospectus of a Portfolio whose shares you are acquiring.
|
Investment Class Shares
|
||||||||||||||||||||
Year
Ended
12/31/2012
|
Year
Ended
12/31/2011
|
Year
Ended
12/31/2010
|
Year
Ended
12/31/2009
|
Year
Ended
12/31/2008
|
||||||||||||||||
Net asset value, beginning of year
|
$ | 31.54 | $ | 32.00 | $ | 26.88 | $ | 20.12 | $ | 35.34 | ||||||||||
Income/(loss) from investment operations:
|
||||||||||||||||||||
Net investment income/(loss)
1
|
0.07 | (0.09 | ) | 0.01 | 0.00 | (0.09 | ) | |||||||||||||
Net realized and unrealized gain/(loss) on investments
|
4.24 | (0.37 | ) | 5.12 | 6.76 | (14.73 | ) | |||||||||||||
Total from investment operations
|
4.31 | (0.46 | ) | 5.13 | 6.76 | (14.82 | ) | |||||||||||||
Less distributions:
|
||||||||||||||||||||
From net investment income
|
(0.07 | ) | 0.00 | (0.01 | ) | 0.00 | 0.00 | |||||||||||||
Return of capital
|
0.00 | 0.00 | (0.00 | ) 2 | 0.00 | 0.00 | ||||||||||||||
From capital gains
|
(1.08 | ) | 0.00 | 0.00 | 0.00 | (0.40 | ) | |||||||||||||
Total distributions
|
(1.15 | ) | 0.00 | (0.01 | ) | 0.00 | (0.40 | ) | ||||||||||||
Net asset value, end of year
|
$ | 34.70 | $ | 31.54 | $ | 32.00 | $ | 26.88 | $ | 20.12 | ||||||||||
Total return
|
13.72 | % | (1.44 | )% | 19.10 | % | 33.60 | % | (41.88 | )% | ||||||||||
Ratios to average net assets/supplemental data:
|
||||||||||||||||||||
Net assets, end of year (in 000’s)
|
$ | 100,853 | $ | 94,872 | $ | 111,904 | $ | 116,799 | $ | 118,683 | ||||||||||
Operating expenses including reimbursement/fees paid indirectly
|
1.39 | % | 1.41 | % | 1.42 | % | 1.43 | % | 1.43 | % | ||||||||||
Operating expenses excluding reimbursement/fees paid indirectly
3
|
1.39 | % | 1.41 | % | 1.42 | % | 1.43 | % | 1.43 | % | ||||||||||
Net investment income/(loss)
|
0.20 | % | (0.27 | )% | 0.04 | % | (0.02 | )% | (0.31 | )% | ||||||||||
Portfolio turnover rate
|
71 | % | 104 | % | 167 | % | 84 | % | 178 | % |
1
|
The selected per share data was calculated using the average shares outstanding method for the period.
|
2
|
Amount is less than $0.01 per share.
|
3
|
The ratio of operating expenses excluding reimbursement/waiver for the year ended December 31, 2012, excludes the effect of fees paid indirectly. If this expense offset was included the ratio would have been 1.39%.
|
Institutional Class Shares
|
||||||||||||||||||||
Year
Ended
12/31/2012
|
Year
Ended
12/31/2011
|
Year
Ended
12/31/2010
|
Year
Ended
12/31/2009
|
Year
Ended
12/31/2008
|
||||||||||||||||
Net asset value, beginning of year
|
$ | 32.63 | $ | 32.99 | $ | 27.70 | $ | 20.72 | $ | 36.25 | ||||||||||
Income/(loss) from investment operations:
|
||||||||||||||||||||
Net investment income
1
|
0.18 | 0.03 | 0.12 | 0.08 | 0.02 | |||||||||||||||
Net realized and unrealized gain/(loss) on investments
|
4.38 | (0.39 | ) | 5.30 | 6.98 | (15.15 | ) | |||||||||||||
Total from investment operations
|
4.56 | (0.36 | ) | 5.42 | 7.06 | (15.13 | ) | |||||||||||||
Less distributions:
|
||||||||||||||||||||
From net investment income
|
(0.17 | ) | 0.00 | (0.13 | ) | (0.08 | ) | 0.00 | ||||||||||||
Return of capital
|
0.00 | 0.00 | (0.00 | ) 2 | 0.00 | 0.00 | ||||||||||||||
From capital gains
|
(1.08 | ) | 0.00 | 0.00 | 0.00 | (0.40 | ) | |||||||||||||
Total distributions
|
(1.25 | ) | 0.00 | (0.13 | ) | (0.08 | ) | (0.40 | ) | |||||||||||
Net asset value, end of year
|
$ | 35.94 | $ | 32.63 | $ | 32.99 | $ | 27.70 | $ | 20.72 | ||||||||||
Total return
|
14.04 | % | (1.09 | )% | 19.55 | % | 34.07 | % | (41.70 | )% | ||||||||||
Ratios to average net assets/supplemental data:
|
||||||||||||||||||||
Net assets, end of year (in 000’s)
|
$ | 85,740 | $ | 74,201 | $ | 82,007 | $ | 89,049 | $ | 81,680 | ||||||||||
Operating expenses including reimbursement/fees paid indirectly
|
1.11 | % | 1.05 | % | 1.05 | % | 1.09 | % | 1.06 | % | ||||||||||
Operating expenses excluding reimbursement/fees paid indirectly
3
|
1.11 | % | 1.05 | % | 1.05 | % | 1.09 | % | 1.06 | % | ||||||||||
Net investment income
|
0.50 | % | 0.09 | % | 0.40 | % | 0.33 | % | 0.07 | % | ||||||||||
Portfolio turnover rate
|
71 | % | 104 | % | 167 | % | 84 | % | 178 | % |
1
|
The selected per share data was calculated using the average shares outstanding method for the period.
|
2
|
Amount is less than $0.01 per share.
|
3
|
The ratio of operating expenses excluding reimbursement/waiver for the year ended December 31, 2012, excludes the effect of fees paid indirectly. If this expense was offset included the ratio would have been 1.11%.
|
Investment Class Shares
|
||||||||||||||||||||
Year
Ended
12/31/2012
|
Year
Ended
12/31/2011
|
Year
Ended
12/31/2010
|
Year
Ended
12/31/2009
|
Year
Ended
12/31/2008
|
||||||||||||||||
Net asset value, beginning of year
|
$ | 13.82 | $ | 14.42 | $ | 12.78 | $ | 10.02 | $ | 17.51 | ||||||||||
Income/(loss) from investment operations:
|
||||||||||||||||||||
Net investment income
1
|
0.17 | 0.11 | 0.07 | 0.08 | 0.17 | |||||||||||||||
Net realized and unrealized gain/(loss) on investments
|
2.03 | (0.59 | ) | 1.64 | 2.77 | (7.45 | ) | |||||||||||||
Total from investment operations
|
2.20 | (0.48 | ) | 1.71 | 2.85 | (7.28 | ) | |||||||||||||
Less distributions:
|
||||||||||||||||||||
From net investment income
|
(0.16 | ) | (0.12 | ) | (0.07 | ) | (0.09 | ) | (0.21 | ) | ||||||||||
Return of capital
|
0.00 | 0.00 | (0.00 | ) 2 | 0.00 | 0.00 | 2 | |||||||||||||
From capital gains
|
0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 2 | ||||||||||||||
Total distributions
|
(0.16 | ) | (0.12 | ) | (0.07 | ) | (0.09 | ) | (0.21 | ) | ||||||||||
Net asset value, end of year
|
$ | 15.86 | $ | 13.82 | $ | 14.42 | $ | 12.78 | $ | 10.02 | ||||||||||
Total return
|
15.92 | % | (3.36 | )% | 13.40 | % | 28.48 | % | (41.55 | )% | ||||||||||
Ratios to average net assets/supplemental data:
|
||||||||||||||||||||
Net assets, end of year (in 000’s)
|
$ | 44,220 | $ | 30,968 | $ | 33,887 | $ | 30,677 | $ | 24,791 | ||||||||||
Operating expenses including reimbursement/fees paid indirectly
|
1.35 | % | 1.39 | % | 1.39 | % | 1.48 | % | 1.49 | % | ||||||||||
Operating expenses excluding reimbursement/fees paid indirectly
3
|
1.36 | % | 1.39 | % | 1.39 | % | 1.48 | % | 1.49 | % | ||||||||||
Net investment income
|
1.12 | % | 0.77 | % | 0.54 | % | 0.75 | % | 1.22 | % | ||||||||||
Portfolio turnover rate
|
97 | % | 140 | % | 140 | % | 188 | % | 183 | % |
1
|
The selected per share data was calculated using the average shares outstanding method for the period.
|
2
|
Amount is less than $0.01 per share.
|
3
|
The ratio of operating expenses excluding reimbursement/waiver for the year ended December 31, 2012 excludes the effect of fees paid indirectly. If this expense offset was included, the ratio would have been 1.35%.
|
Institutional Class Shares
|
||||||||||||||||||||
Year
Ended
12/31/2012
|
Year
Ended
12/31/2011
|
Year
Ended
12/31/2010
|
Year
Ended
12/31/2009
|
Year
Ended
12/31/2008
|
||||||||||||||||
Net asset value, beginning of year
|
$ | 13.84 | $ | 14.44 | $ | 12.79 | $ | 10.01 | $ | 17.49 | ||||||||||
Income/(loss) from investment operations:
|
||||||||||||||||||||
Net investment income
1
|
0.20 | 0.16 | 0.08 | 0.10 | 0.20 | |||||||||||||||
Net realized and unrealized gain/(loss) on investments
|
2.04 | (0.58 | ) | 1.66 | 2.76 | (7.45 | ) | |||||||||||||
Total from investment operations
|
2.24 | (0.42 | ) | 1.74 | 2.86 | (7.25 | ) | |||||||||||||
Less distributions:
|
||||||||||||||||||||
From net investment income
|
(0.19 | ) | (0.18 | ) | (0.09 | ) | (0.08 | ) | (0.23 | ) | ||||||||||
Return of capital
|
0.00 | 0.00 | (0.00 | ) 2 | 0.00 | 0.00 | ||||||||||||||
From capital gains
|
0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 2 | ||||||||||||||
Total distributions
|
(0.19 | ) | (0.18 | ) | (0.09 | ) | (0.08 | ) | (0.23 | ) | ||||||||||
Net asset value, end of year
|
$ | 15.89 | $ | 13.84 | $ | 14.44 | $ | 12.79 | $ | 10.01 | ||||||||||
Total return
|
16.18 | % | (2.95 | )% | 13.57 | % | 28.60 | % | (41.41 | )% | ||||||||||
Ratios to average net assets/supplemental data:
|
||||||||||||||||||||
Net assets, end of year (in 000’s)
|
$ | 800 | $ | 773 | $ | 1,105 | $ | 1,461 | $ | 4,736 | ||||||||||
Operating expenses including reimbursement/fees paid indirectly
|
1.14 | % | 1.00 | % | 1.27 | % | 1.36 | % | 1.30 | % | ||||||||||
Operating expenses excluding reimbursement/fees paid indirectly
3
|
1.15 | % | 1.16 | % | 1.27 | % | 1.36 | % | 1.30 | % | ||||||||||
Net investment income
|
1.32 | % | 1.13 | % | 0.65 | % | 0.97 | % | 1.34 | % | ||||||||||
Portfolio turnover rate
|
97 | % | 140 | % | 140 | % | 188 | % | 183 | % |
1
|
The selected per share data was calculated using the average shares outstanding method for the period.
|
2
|
Amount is less than $0.01 per share.
|
3
|
The ratio of operating expenses excluding reimbursement/waiver for the year ended December 31, 2012 excludes the effect of fees paid indirectly. If this expense offset was included, the ratio would have been 1.14%.
|
Investment Class Shares
|
||||||||||||||||||||
Year
Ended
12/31/2012
|
Year
Ended
12/31/2011
|
Year
Ended
12/31/2010
|
Year
Ended
12/31/2009
|
Year
Ended
12/31/2008
|
||||||||||||||||
Net asset value, beginning of year
|
$ | 15.90 | $ | 15.95 | $ | 12.64 | $ | 9.70 | $ | 16.94 | ||||||||||
Income/(loss) from investment operations:
|
||||||||||||||||||||
Net investment income/(loss)
1
|
0.09 | (0.14 | ) | (0.05 | ) | (0.08 | ) | (0.10 | ) | |||||||||||
Net realized and unrealized gain/(loss) on investments
|
2.07 | 0.09 | 2 | 3.36 | 3.02 | (6.56 | ) | |||||||||||||
Total from investment operations
|
2.16 | (0.05 | ) | 3.31 | 2.94 | (6.66 | ) | |||||||||||||
Less distributions:
|
||||||||||||||||||||
From capital gains
|
0.00 | 0.00 | 0.00 | 0.00 | (0.58 | ) | ||||||||||||||
Total distributions
|
0.00 | 0.00 | 0.00 | 0.00 | (0.58 | ) | ||||||||||||||
Net asset value, end of year
|
$ | 18.06 | $ | 15.90 | $ | 15.95 | $ | 12.64 | $ | 9.70 | ||||||||||
Total return
|
13.58 | % | (0.31 | )% | 26.19 | % | 30.31 | % | (39.13 | )% | ||||||||||
Ratios to average net assets/supplemental data:
|
||||||||||||||||||||
Net assets, end of year (in 000’s)
|
$ | 7,225 | $ | 6,813 | $ | 7,521 | $ | 6,513 | $ | 5,273 | ||||||||||
Operating expenses including reimbursement/waiver and fees paid indirectly
|
1.47 | % | 1.50 | % | 1.45 | % | 1.50 | % | 1.47 | % | ||||||||||
Operating expenses excluding reimbursement/waiver and fees paid indirectly
3
|
1.97 | % | 2.02 | % | 2.18 | % | 2.41 | % | 2.07 | % | ||||||||||
Net investment income/(loss)
|
0.55 | % | (0.85 | )% | (0.41 | )% | (0.74 | )% | (0.66 | )% | ||||||||||
Portfolio turnover rate
|
99 | % | 177 | % | 83 | % | 98 | % | 87 | % |
1
|
The selected per share data was calculated using the average shares outstanding method for the period.
|
2
|
The amount shown for a share outstanding throughout the year ended December 31, 2011, does not accord with the aggregate net gains on investments for the year because of the sales and repurchases of Portfolio shares in relation to fluctuating market value of the investments of the Portfolio.
|
3
|
The ratio of operating expenses excluding reimbursement/waiver for the year ended December 31, 2012 excludes the effect of fees paid indirectly. If this expense offset was included, the ratio would have been 1.95%.
|
Institutional Class Shares
|
||||||||||||||||||||
Year
Ended
12/31/2012
|
Year
Ended
12/31/2011
|
Year
Ended
12/31/2010
|
Year
Ended
12/31/2009
|
Year
Ended
12/31/2008
|
||||||||||||||||
Net asset value, beginning of year
|
$ | 16.60 | $ | 16.61 | $ | 13.12 | $ | 10.03 | $ | 17.50 | ||||||||||
Income/(loss) from investment operations:
|
||||||||||||||||||||
Net investment income/(loss)
1
|
0.11 | (0.12 | ) | (0.01 | ) | (0.04 | ) | (0.06 | ) | |||||||||||
Net realized and unrealized gain/(loss) on investments
|
2.18 | 0.11 | 2 | 3.50 | 3.13 | (6.83 | ) | |||||||||||||
Total from investment operations
|
2.29 | (0.01 | ) | 3.49 | 3.09 | (6.89 | ) | |||||||||||||
Less distributions:
|
||||||||||||||||||||
From capital gains
|
0.00 | 0.00 | 0.00 | 0.00 | (0.58 | ) | ||||||||||||||
Total distributions
|
0.00 | 0.00 | 0.00 | 0.00 | (0.58 | ) | ||||||||||||||
Net asset value, end of year
|
$ | 18.89 | $ | 16.60 | $ | 16.61 | $ | 13.12 | $ | 10.03 | ||||||||||
Total return
|
13.80 | % | (0.06 | )% | 26.60 | % | 30.81 | % | (39.17 | )% | ||||||||||
Ratios to average net assets/supplemental data:
|
||||||||||||||||||||
Net assets, end of year (in 000’s)
|
$ | 15 | $ | 13 | $ | 179 | $ | 135 | $ | 154 | ||||||||||
Operating expenses including reimbursement/waiver and fees paid indirectly
|
1.28 | % | 1.23 | % | 1.15 | % | 1.18 | % | 1.24 | % | ||||||||||
Operating expenses excluding reimbursement/waiver and fees paid indirectly
3
|
1.79 | % | 1.69 | % | 1.87 | % | 2.09 | % | 1.78 | % | ||||||||||
Net investment income/(loss)
|
0.60 | % | (0.68 | )% | (0.09 | )% | (0.43 | )% | (0.39 | )% | ||||||||||
Portfolio turnover rate
|
99 | % | 177 | % | 83 | % | 98 | % | 87 | % |
1
|
The selected per share data was calculated using the average shares outstanding method for the period.
|
2
|
The amount shown for a share outstanding throughout the year ended December 31, 2011, does not accord with the aggregate net gains on investments for the year because of the sales and repurchases of Portfolio shares in relation to fluctuating market value of the investments of the Portfolio.
|
3
|
The ratio of operating expenses excluding reimbursement/waiver for the year ended December 31, 2012, excludes the effect of fees paid indirectly. If this expense offset was included the ratio would have been 1.78%.
|
Investment Class Shares
|
||||||||||||||||||||
Year
Ended
12/31/2012
|
Year
Ended
12/31/2011
|
Year
Ended
12/31/2010
|
Year
Ended
12/31/2009
|
Year
Ended
12/31/2008
|
||||||||||||||||
Net asset value, beginning of year
|
$ | 15.04 | $ | 16.34 | $ | 13.32 | $ | 10.93 | $ | 16.49 | ||||||||||
Income/(loss) from investment operations:
|
||||||||||||||||||||
Net investment income
1
|
0.20 | 0.00 | 0.12 | 0.05 | 0.09 | |||||||||||||||
Net realized and unrealized gain/(loss) on investments
|
2.38 | (1.23 | ) | 3.02 | 2.44 | (5.51 | ) | |||||||||||||
Total from investment operations
|
2.58 | (1.23 | ) | 3.14 | 2.49 | (5.42 | ) | |||||||||||||
Less distributions:
|
||||||||||||||||||||
From net investment income
|
(0.22 | ) | (0.07 | ) | (0.12 | ) | (0.10 | ) | (0.14 | ) | ||||||||||
From capital gains
|
0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 2 | ||||||||||||||
Total distributions
|
(0.22 | ) | (0.07 | ) | (0.12 | ) | (0.10 | ) | (0.14 | ) | ||||||||||
Net asset value, end of year
|
$ | 17.40 | $ | 15.04 | $ | 16.34 | $ | 13.32 | $ | 10.93 | ||||||||||
Total return
|
17.20 | % | (7.54 | )% | 23.60 | % | 22.81 | % | (32.81 | )% | ||||||||||
Ratios to average net assets/supplemental data:
|
||||||||||||||||||||
Net assets, end of year (in 000’s)
|
$ | 9,641 | $ | 8,795 | $ | 13,754 | $ | 9,511 | $ | 8,211 | ||||||||||
Operating expenses including reimbursement/waiver and fees paid indirectly
|
1.49 | % | 1.50 | % | 1.50 | % | 1.50 | % | 1.34 | % | ||||||||||
Operating expenses excluding reimbursement/waiver and fees paid indirectly
3
|
1.84 | % | 1.90 | % | 1.87 | % | 2.01 | % | 1.94 | % | ||||||||||
Net investment income/(loss)
|
1.24 | % | (0.02 | )% | 0.82 | % | 0.49 | % | 0.62 | % | ||||||||||
Portfolio turnover rate
|
68 | % | 118 | % | 89 | % | 61 | % | 83 | % |
1
|
The selected per share data was calculated using the average shares outstanding method for the period.
|
2
|
Amount is less than $0.01 per share
|
3
|
The ratio of operating expenses excluding reimbursement/waiver for the year ended December 31, 2012, excludes the effect of fees paid indirectly. If this expense offset was included the ratio would have been 1.83%.
|
Institutional Class Shares
|
||||||||||||||||||||
Year
Ended
12/31/2012
|
Year
Ended
12/31/2011
|
Year
Ended
12/31/2010
|
Year
Ended
12/31/2009
|
Year
Ended
12/31/2008
|
||||||||||||||||
Net asset value, beginning of year
|
$ | 15.19 | $ | 16.51 | $ | 13.45 | $ | 11.02 | $ | 16.61 | ||||||||||
Income/(loss) from investment operations:
|
||||||||||||||||||||
Net investment income
1
|
0.22 | 0.09 | 0.14 | 0.07 | 0.12 | |||||||||||||||
Net realized and unrealized gain/(loss) on investments
|
2.42 | (1.24 | ) | 3.06 | 2.48 | (5.51 | ) | |||||||||||||
Total from investment operations
|
2.64 | (1.15 | ) | 3.20 | 2.55 | (5.39 | ) | |||||||||||||
Less distributions:
|
||||||||||||||||||||
From net investment income
|
(0.25 | ) | (0.17 | ) | (0.14 | ) | (0.12 | ) | (0.20 | ) | ||||||||||
From capital gains
|
0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 2 | ||||||||||||||
Total distributions
|
(0.25 | ) | (0.17 | ) | (0.14 | ) | (0.12 | ) | (0.20 | ) | ||||||||||
Net asset value, end of year
|
$ | 17.58 | $ | 15.19 | $ | 16.51 | $ | 13.45 | $ | 11.02 | ||||||||||
Total return
|
17.41 | % | (6.95 | )% | 23.80 | % | 23.11 | % | (32.37 | )% | ||||||||||
Ratios to average net assets/supplemental data:
|
||||||||||||||||||||
Net assets, end of year (in 000’s)
|
$ | 54 | $ | 82 | $ | 156 | $ | 170 | $ | 441 | ||||||||||
Operating expenses including reimbursement/waiver and fees paid indirectly
|
1.31 | % | 0.94 | % | 1.29 | % | 1.30 | % | 1.00 | % | ||||||||||
Operating expenses excluding reimbursement/waiver and fees paid indirectly
3
|
1.66 | % | 1.64 | % | 1.67 | % | 1.71 | % | 1.61 | % | ||||||||||
Net investment income
|
1.33 | % | 0.53 | % | 0.96 | % | 0.65 | % | 0.82 | % | ||||||||||
Portfolio turnover rate
|
68 | % | 118 | % | 89 | % | 61 | % | 83 | % |
1
|
The selected per share data was calculated using the average shares outstanding method for the period.
|
2
|
Amount is less than $0.01 per share.
|
3
|
The ratio of operating expenses excluding reimbursement/waiver for the year ended December 31, 2012, excludes the effect of fees paid indirectly. If this expense offset was included the ratio would have been 1.65%.
|
Investment Class Shares
|
||||||||||||||||||||
Year
Ended
12/31/2012
|
Year
Ended
12/31/2011
|
Year
Ended
12/31/2010
|
Year
Ended
12/31/2009
|
Year
Ended
12/31/2008
|
||||||||||||||||
Net asset value, beginning of year
|
$ | 10.93 | $ | 11.05 | $ | 9.61 | $ | 7.67 | $ | 12.42 | ||||||||||
Income/(loss) from investment operations:
|
||||||||||||||||||||
Net investment income
1
|
0.19 | 0.14 | 0.13 | 0.11 | 0.15 | |||||||||||||||
Net realized and unrealized gain/(loss) on investments
|
1.49 | (0.12 | ) | 1.45 | 1.96 | (4.77 | ) | |||||||||||||
Total from investment operations
|
1.68 | 0.02 | 1.58 | 2.07 | (4.62 | ) | ||||||||||||||
Less distributions:
|
||||||||||||||||||||
From net investment income
|
(0.18 | ) | (0.14 | ) | (0.14 | ) | (0.13 | ) | (0.13 | ) | ||||||||||
Total distributions
|
(0.18 | ) | (0.14 | ) | (0.14 | ) | (0.13 | ) | (0.13 | ) | ||||||||||
Net asset value, end of year
|
$ | 12.43 | $ | 10.93 | $ | 11.05 | $ | 9.61 | $ | 7.67 | ||||||||||
Total return
|
15.36 | % | 0.21 | % | 16.44 | % | 26.98 | % | (37.11 | )% | ||||||||||
Ratios to average net assets/supplemental data:
|
||||||||||||||||||||
Net assets, end of year (in 000’s)
|
$ | 107,888 | $ | 99,545 | $ | 105,019 | $ | 109,304 | $ | 98,032 | ||||||||||
Operating expenses including reimbursement/fees paid indirectly
|
0.70 | % | 0.74 | % | 0.72 | % | 0.77 | % | 0.78 | % | ||||||||||
Operating expenses excluding reimbursement/fees paid indirectly
|
0.70 | % | 0.74 | % | 0.72 | % | 0.77 | % | 0.78 | % | ||||||||||
Net investment income
|
1.61 | % | 1.22 | % | 1.26 | % | 1.36 | % | 1.48 | % | ||||||||||
Portfolio turnover rate
|
2 | % | 9 | % | 2 | % | 57 | % | 52 | % |
1
|
The selected per share data was calculated using the average shares outstanding method for the period.
|
Institutional Class Shares
|
||||||||||||||||||||
Year
Ended
12/31/2012
|
Year
Ended
12/31/2011
|
Year
Ended
12/31/2010
|
Year
Ended
12/31/2009
|
Year
Ended
12/31/2008
|
||||||||||||||||
Net asset value, beginning of year
|
$ | 10.92 | $ | 11.04 | $ | 9.60 | $ | 7.67 | $ | 12.41 | ||||||||||
Income/(loss) from investment operations:
|
||||||||||||||||||||
Net investment income
1
|
0.22 | 0.16 | 0.15 | 0.13 | 0.17 | |||||||||||||||
Net realized and unrealized gain/(loss) on investments
|
1.47 | (0.11 | ) | 1.45 | 1.95 | (4.76 | ) | |||||||||||||
Total from investment operations
|
1.69 | 0.05 | 1.60 | 2.08 | (4.59 | ) | ||||||||||||||
Less distributions:
|
||||||||||||||||||||
From net investment income
|
(0.20 | ) | (0.17 | ) | (0.16 | ) | (0.15 | ) | (0.15 | ) | ||||||||||
Total distributions
|
(0.20 | ) | (0.17 | ) | (0.16 | ) | (0.15 | ) | (0.15 | ) | ||||||||||
Net asset value, end of year
|
$ | 12.41 | $ | 10.92 | $ | 11.04 | $ | 9.60 | $ | 7.67 | ||||||||||
Total return
|
15.54 | % | 0.43 | % | 16.71 | % | 27.10 | % | (36.95 | )% | ||||||||||
Ratios to average net assets/supplemental data:
|
||||||||||||||||||||
Net assets, end of year (in 000’s)
|
$ | 50,633 | $ | 50,252 | $ | 53,415 | $ | 66,764 | $ | 55,088 | ||||||||||
Operating expenses including reimbursement/fees paid indirectly
|
0.47 | % | 0.53 | % | 0.50 | % | 0.54 | % | 0.59 | % | ||||||||||
Operating expenses excluding reimbursement/fees paid indirectly
|
0.47 | % | 0.53 | % | 0.50 | % | 0.54 | % | 0.59 | % | ||||||||||
Net investment income
|
1.84 | % | 1.43 | % | 1.48 | % | 1.59 | % | 1.62 | % | ||||||||||
Portfolio turnover rate
|
2 | % | 9 | % | 2 | % | 57 | % | 52 | % |
1
|
The selected per share data was calculated using the average shares outstanding method for the period.
|
Investment Class Shares
|
||||||||||||||||||||
Year
Ended
12/31/2012
|
Year
Ended
12/31/2011
|
Year
Ended
12/31/2010
|
Year
Ended
12/31/2009
|
Year
Ended
12/31/2008
|
||||||||||||||||
Net asset value, beginning of year
|
$ | 7.63 | $ | 8.09 | $ | 7.37 | $ | 6.23 | $ | 10.12 | ||||||||||
Income/(loss) from investment operations:
|
||||||||||||||||||||
Net investment income
1
|
0.06 | 0.00 | 2 | 0.00 | 2 | 0.04 | 0.02 | |||||||||||||
Net realized and unrealized gain/(loss) on investments
|
0.96 | (0.19 | ) | 0.84 | 1.13 | (3.90 | ) | |||||||||||||
Total from investment operations
|
1.02 | (0.19 | ) | 0.84 | 1.17 | (3.88 | ) | |||||||||||||
Less distributions:
|
||||||||||||||||||||
From net investment income
|
(0.09 | ) | (0.06 | ) | (0.04 | ) | (0.03 | ) | (0.01 | ) | ||||||||||
From capital gains
|
(0.22 | ) | (0.21 | ) | (0.08 | ) | 0.00 | 0.00 | ||||||||||||
Total distributions
|
(0.31 | ) | (0.27 | ) | (0.12 | ) | (0.03 | ) | (0.01 | ) | ||||||||||
Net asset value, end of year
|
$ | 8.34 | $ | 7.63 | $ | 8.09 | $ | 7.37 | $ | 6.23 | ||||||||||
Total return
|
13.36 | % | (2.28 | )% | 11.47 | % | 18.73 | % | (38.31 | )% | ||||||||||
Ratios to average net assets/supplemental data:
3
|
||||||||||||||||||||
Net assets, end of year (in 000’s)
|
$ | 74,999 | $ | 80,004 | $ | 91,641 | $ | 93,553 | $ | 36,356 | ||||||||||
Operating expenses including dividends and rebates on securities sold short and interest expense, after expense reimbursement/waiver and fees paid indirectly
|
2.24 | % | 2.27 | % | 2.19 | % | 2.17 | % | 2.70 | % | ||||||||||
Operating expenses including dividends and rebates on securities sold short and interest expense, before expense reimbursement/waiver and fees paid indirectly
4
|
2.29 | % | 2.33 | % | 2.23 | % | 2.33 | % | 3.79 | % | ||||||||||
Net investment income/(loss)
|
0.77 | % | 0.06 | % | 0.05 | % | 0.61 | % | 0.20 | % | ||||||||||
Portfolio turnover rate
|
45 | % | 134 | % | 283 | % | 289 | % | 175 | % |
1
|
The selected per share data was calculated using the average shares outstanding method for the period.
|
2
|
Amount is less than $0.01 per share.
|
3
|
The operating expense ratios reflect the expenses related to investing in securities sold short. Had these expenses been excluded, the expense ratio (after waiver and fees paid indirectly) would have been 1.50% for each of the last five years.
|
4
|
The ratio of operating expenses including dividends and rebates on securities sold short and interest expense, before reimbursement/waiver for the year ended December 31, 2012, excludes the effect of fees paid indirectly. If this expense offset was included the ratio would have been 2.28%.
|
Institutional Class Shares
|
||||||||||||||||||||
Year
Ended
12/31/2012
|
Year
Ended
12/31/2011
|
Year
Ended
12/31/2010
|
Year
Ended
12/31/2009
|
Year
Ended
12/31/2008
|
||||||||||||||||
Net asset value, beginning of year
|
$ | 7.67 | $ | 8.14 | $ | 7.41 | $ | 6.25 | $ | 10.12 | ||||||||||
Income/(loss) from investment operations:
|
||||||||||||||||||||
Net investment income
1
|
0.09 | 0.02 | 0.02 | 0.06 | 0.04 | |||||||||||||||
Net realized and unrealized gain/(loss) on investments
|
0.95 | (0.20 | ) | 0.85 | 1.14 | (3.89 | ) | |||||||||||||
Total from investment operations
|
1.04 | (0.18 | ) | 0.87 | 1.20 | (3.85 | ) | |||||||||||||
Less distributions:
|
||||||||||||||||||||
From net investment income
|
(0.11 | ) | (0.08 | ) | (0.06 | ) | (0.04 | ) | (0.02 | ) | ||||||||||
From capital gains
|
(0.22 | ) | (0.21 | ) | (0.08 | ) | 0.00 | 0.00 | ||||||||||||
Total distributions
|
(0.33 | ) | (0.29 | ) | (0.14 | ) | (0.04 | ) | (0.02 | ) | ||||||||||
Net asset value, end of year
|
$ | 8.38 | $ | 7.67 | $ | 8.14 | $ | 7.41 | $ | 6.25 | ||||||||||
Total return
|
13.63 | % | (2.11 | )% | 11.82 | % | 19.14 | % | (38.09 | )% | ||||||||||
Ratios to average net assets/supplemental data:
2
|
||||||||||||||||||||
Net assets, end of year (in 000’s)
|
$ | 99,106 | $ | 93,132 | $ | 103,526 | $ | 110,064 | $ | 24,617 | ||||||||||
Operating expenses including dividends and rebates on securities sold short and interest expense, after expense reimbursement/waiver and fees paid indirectly
|
1.99 | % | 2.02 | % | 1.94 | % | 1.92 | % | 2.41 | % | ||||||||||
Operating expenses including dividends and rebates on securities sold short and interest expense, before expense reimbursement/ waiver and fees paid indirectly
3
|
2.01 | % | 2.05 | % | 1.96 | % | 2.03 | % | 3.50 | % | ||||||||||
Net investment income/(loss)
|
1.03 | % | 0.32 | % | 0.30 | % | 0.85 | % | 0.49 | % | ||||||||||
Portfolio turnover rate
|
45 | % | 134 | % | 283 | % | 289 | % | 175 | % |
1
|
The selected per share data was calculated using the average shares outstanding method for the period.
|
2
|
The operating expenses ratios reflect the expenses related to investing in securities sold short. Had these expenses been excluded, the expense ratio (after waiver and fees paid indirectly) would have been 1.25% for each of the last five years.
|
3
|
The ratio of operating expenses including dividends and rebates on securities sold short and interest expense, before reimbursement/waiver for the year ended December 31, 2012, excludes the effect of fees paid indirectly. If this expense offset was included, the ratio would have been 2.00%.
|
Prospectus
|
WILSHIRE
|
April 2, 2013
|
MUTUAL FUNDS, INC.
|
||
Qualified Class Shares
of
Wilshire 5000 Index
SM
Fund
http://advisor.wilshire.com
|
||
As with all mutual funds, the Securities and Exchange Commission (the “SEC”) has not approved or disapproved any shares of this Fund or determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
|
TABLE OF CONTENTS
|
Page
|
FUND SUMMARY
|
3
|
MORE INFORMATION ABOUT INVESTMENTS AND RISKS
|
6
|
MANAGEMENT OF THE FUND
|
7
|
Investment Adviser
|
7
|
Investment Subadviser
|
8
|
Service and Distribution Plan
|
8
|
SHAREHOLDER INFORMATION
|
9
|
Purchases and Redemptions of Shares
|
9
|
Right to Reject Purchase Orders
|
9
|
Householding Policy
|
10
|
DIVIDEND AND DISTRIBUTION INFORMATION
|
10
|
FEDERAL INCOME TAX INFORMATION
|
10
|
FINANCIAL HIGHLIGHTS
|
11
|
Shares of the Fund are not deposits or obligations of, or guaranteed or endorsed by, any bank. The shares are not insured or guaranteed by the Federal Deposit Insurance Corporation, the Federal Reserve Board, or any other government agency. You could lose money by investing in the Fund.
|
Qualified
Class
|
|
Management Fees
|
0.10%
|
Distribution and Service (12b-1) Fees
|
0.25%
|
Other Expenses
|
0.35%*
|
Total Annual Fund Operating Expenses
|
0.70%
|
*
|
Other Expenses are estimated based on Investment Class expenses
due to the low asset size of the Qualified Class.
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
|
Qualified Class
|
$72
|
$224
|
$390
|
$871
|
|
•
|
The Index Fund invests
at least 80% of its assets in the common stock of companies included in the Index that are representative of the Index.
|
|
•
|
The Index Fund may invest in the common stock of companies of any size, including small cap companies.
|
|
•
|
The Index Fund uses enhanced “stratified sampling” techniques in an attempt to replicate the performance of the Index. Stratified sampling is a technique that uses sector weighting and portfolio characteristics profiling to keep the Index Fund within acceptable parameter ranges relative to the benchmark.
|
|
•
|
The Index Fund normally holds stocks representing at least 90% of the total market value of the Index.
|
|
•
|
you are a long-term investor;
|
|
•
|
you seek growth of capital;
|
|
•
|
you seek to capture investment returns that are representative of the entire U.S. equity market;
|
|
•
|
you seek to potentially reduce risk through broad diversification across large and small capitalization stocks and value and growth stocks; or
|
|
•
|
you seek an index fund which, unlike a traditional index fund, includes the common stocks of small- and mid-capitalization companies as well as large capitalization companies.
|
1 year
|
5 years
|
10 years
|
|
Qualified Class Shares
|
15.93%
|
1.64%
|
6.99%
|
Wilshire 5000 Index
SM
|
16.07%
|
2.04%
|
7.85%
|
|
Qualified Class Shares
|
|||||||||||||||||||
Year
Ended
12/31/2012
|
Year
Ended
12/31/2011
|
Year
Ended
12/31/2010
|
Year
Ended
12/31/2009
|
Year
Ended
12/31/2008
|
||||||||||||||||
Net asset value, beginning of year
|
$ | 11.09 | $ | 11.03 | $ | 9.59 | $ | 7.67 | $ | 12.42 | ||||||||||
Income/(loss) from investment operations:
|
||||||||||||||||||||
Net investment income
1
|
0.26 | 0.14 | 0.13 | 0.12 | 0.15 | |||||||||||||||
Net realized and unrealized gain/(loss) on investments
|
1.50 | (0.08 | ) | 1.46 | 1.95 | (4.76 | ) | |||||||||||||
Total from investment operations
|
1.76 | 0.06 | 1.59 | 2.07 | (4.61 | ) | ||||||||||||||
Less distributions:
|
||||||||||||||||||||
From net investment income
|
(0.21 | ) | 0.00 | (0.15 | ) | (0.15 | ) | (0.14 | ) | |||||||||||
Total distributions
|
(0.21 | ) | 0.00 | (0.15 | ) | (0.15 | ) | (0.14 | ) | |||||||||||
Net asset value, end of year
|
$ | 12.64 | $ | 11.09 | $ | 11.03 | $ | 9.59 | $ | 7.67 | ||||||||||
Total return
|
15.93 | % 3 | 0.54 | % | 16.56 | % | 26.91 | % | (37.09 | )% | ||||||||||
Ratios to average net assets/supplemental data:
|
||||||||||||||||||||
Net assets, end of year (in 000’s)
|
$ | — | 2 | $ | — | 2 | $ | 714 | $ | 614 | $ | 431 | ||||||||
Operating expenses including reimbursement/
fees paid indirectly
|
0.00 | % 3 | 0.65 | % | 0.66 | % | 0.61 | % | 0.84 | % | ||||||||||
Operating expenses excluding reimbursement/
fees paid indirectly
|
0.00 | % 3 | 0.65 | % | 0.66 | % | 0.61 | % | 0.84 | % | ||||||||||
Net investment income
|
2.16 | % | 1.21 | % | 1.32 | % | 1.51 | % | 1.40 | % | ||||||||||
Portfolio turnover rate
|
2 | % | 9 | % | 2 | % | 57 | % | 52 | % |
1
|
The selected per share data was calculated using the average shares outstanding method for the period.
|
2
|
Amounts designated as “—” have been rounded to 0.
|
3
|
Results not considered meaningful due to low level of assets.
|
Prospectus
|
WILSHIRE
|
April 2, 2013
|
MUTUAL FUNDS, INC.
|
||
Horace Mann Class Shares
of
Wilshire 5000 Index
SM
Fund
http://advisor.wilshire.com
|
||
As with all mutual funds, the Securities and Exchange Commission (the “SEC”) has not approved or disapproved any shares of this Fund or determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
|
TABLE OF CONTENTS
|
Page
|
FUND SUMMARY
|
3
|
MORE INFORMATION ABOUT INVESTMENTS AND RISKS
|
7
|
MANAGEMENT OF THE FUND
|
8
|
Investment Adviser
|
8
|
Investment Subadviser
|
8
|
Service and Distribution Plan
|
9
|
SHAREHOLDER INFORMATION
|
10
|
How to Purchase Fund Shares
|
10
|
How to Sell Fund Shares
|
11
|
Pricing of Shares
|
12
|
Anti-Money Laundering Program
|
12
|
Right to Reject Purchase Orders
|
13
|
Householding Policy
|
13
|
DIVIDEND AND DISTRIBUTION INFORMATION
|
13
|
FEDERAL INCOME TAX INFORMATION
|
14
|
FINANCIAL HIGHLIGHTS
|
15
|
Shares of the Fund are not deposits or obligations of, or guaranteed or endorsed by, any bank. The shares are not insured or guaranteed by the Federal Deposit Insurance Corporation, the Federal Reserve Board, or any other government agency. You could lose money by investing in the Fund.
|
Horace Mann
Class
|
|
Management Fees
|
0.10%
|
Distribution and Service (12b-1) Fees
|
0.35%
|
Other Expenses
|
0.24%
|
Total Annual Fund Operating Expenses
|
0.69%
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
|
Horace Mann Class
|
$70
|
$221
|
$384
|
$859
|
|
•
|
The Index Fund invests
at least 80% of its assets in the common stock of companies included in the Index that are representative of the Index.
|
|
•
|
The Index Fund may invest in the common stock of companies of any size, including small cap companies.
|
|
•
|
The Index Fund uses enhanced “stratified sampling” techniques in an attempt to replicate the performance of the Index. Stratified sampling is a technique that uses sector weighting and portfolio characteristics profiling to keep the Index Fund within acceptable parameter ranges relative to the benchmark.
|
|
•
|
The Index Fund normally holds stocks representing at least 90% of the total market value of the Index.
|
|
•
|
you are a long-term investor;
|
|
•
|
you seek growth of capital;
|
|
•
|
you seek to capture investment returns that are representative of the entire U.S. equity market;
|
|
•
|
you seek to potentially reduce risk through broad diversification across large and small capitalization stocks and value and growth stocks; or
|
|
•
|
you seek an index fund which, unlike a traditional index fund, includes the common stocks of small- and mid-capitalization companies as well as large capitalization companies.
|
1 year
|
5 years
|
10 years
|
|
Horace Mann Class Shares
|
|||
Return Before Taxes
|
15.31%
|
1.43%
|
6.91%
|
Return After Taxes on Distributions
|
15.06%
|
1.22%
|
6.65%
|
Return After Taxes on Distributions and Sale of Fund Shares
|
6.28%
|
1.19%
|
5.98%
|
Wilshire 5000 Index
SM
|
16.07%
|
2.04%
|
7.85%
|
(3)
|
Checks.
Checks should be made payable to “Wilshire Mutual Funds, Inc. — Horace Mann Class Shares” and mailed to:
|
|
•
|
Telephone Redemption by Check.
We will make checks payable to the name in which the account is registered and normally will mail the check to you at your address of record within seven days after we receive your request. Any request for redemption proceeds made within 60 days of changing your address of record must be in writing with the signature guaranteed.
|
|
•
|
Telephone Redemption by Wire.
We accept telephone requests for wire redemptions of at least $1,000 for the Fund. We will send a wire to either a bank designated on your Account Application or in a subsequent letter with a guaranteed signature. Your designated bank must be a member of the Federal Reserve System or a correspondent bank. We normally wire proceeds on the next business day after we receive your request.
|
|
•
|
Automated Clearing House (ACH) Redemptions.
Redemption proceeds can be sent to your bank account by ACH transfer. You can elect this option by completing the appropriate section of the Account Application. There is no minimum per ACH transfer.
|
|
Horace Mann Class Shares
|
|||||||||||||||||||
Year
Ended
12/31/2012
|
Year
Ended
12/31/2011
|
Year
Ended
12/31/2010
|
Year
Ended
12/31/2009
|
Year
Ended
12/31/2008
|
||||||||||||||||
Net asset value, beginning of year
|
$ | 10.91 | $ | 11.02 | $ | 9.59 | $ | 7.66 | $ | 12.38 | ||||||||||
Income/(loss) from investment operations:
|
||||||||||||||||||||
Net investment income
1
|
0.19 | 0.13 | 0.13 | 0.11 | 0.15 | |||||||||||||||
Net realized and unrealized gain/(loss) on investments
|
1.48 | (0.10 | ) | 1.44 | 1.95 | (4.75 | ) | |||||||||||||
Total from investment operations
|
1.67 | 0.03 | 1.57 | 2.06 | (4.60 | ) | ||||||||||||||
Less distributions:
|
||||||||||||||||||||
From net investment income
|
(0.18 | ) | (0.14 | ) | (0.14 | ) | (0.13 | ) | (0.12 | ) | ||||||||||
Total distributions
|
(0.18 | ) | (0.14 | ) | (0.14 | ) | (0.13 | ) | (0.12 | ) | ||||||||||
Net asset value, end of year
|
$ | 12.40 | $ | 10.91 | $ | 11.02 | $ | 9.59 | $ | 7.66 | ||||||||||
Total return
|
15.31 | % | 0.25 | % | 16.39 | % | 26.85 | % | (37.08 | )% | ||||||||||
Ratios to average net assets/supplemental data:
|
||||||||||||||||||||
Net assets, end of year (in 000’s)
|
$ | 1,243 | $ | 1,108 | $ | 1,204 | $ | 1,111 | $ | 952 | ||||||||||
Operating expenses including reimbursement/
fees paid indirectly
|
0.69 | % | 0.78 | % | 0.72 | % | 0.80 | % | 0.82 | % | ||||||||||
Operating expenses excluding reimbursement/
fees paid indirectly
|
0.69 | % | 0.78 | % | 0.72 | % | 0.80 | % | 0.82 | % | ||||||||||
Net investment income
|
1.62 | % | 1.17 | % | 1.26 | % | 1.34 | % | 1.41 | % | ||||||||||
Portfolio turnover rate
|
2 | % | 9 | % | 2 | % | 57 | % | 52 | % |
1
|
The selected per share data was calculated using the average shares outstanding method for the period.
|
THE PORTFOLIOS
|
3
|
INVESTMENT POLICIES AND RISKS
|
3
|
DISCLOSURE OF PORTFOLIO HOLDINGS
|
9
|
INVESTMENT RESTRICTIONS
|
10
|
DIRECTORS AND OFFICERS
|
11
|
PRINCIPAL HOLDERS OF SECURITIES
|
18
|
INVESTMENT ADVISORY AND OTHER SERVICES
|
24
|
CODE OF ETHICS
|
48
|
PROXY VOTING POLICY AND PROCEDURES
|
49
|
PORTFOLIO TRANSACTIONS
|
49
|
NET ASSET VALUE
|
51
|
PURCHASE OF PORTFOLIO SHARES
|
51
|
REDEMPTION OF PORTFOLIO SHARES
|
52
|
SHAREHOLDER SERVICES
|
53
|
DIVIDENDS, DISTRIBUTIONS AND FEDERAL INCOME TAXES
|
54
|
OTHER INFORMATION
|
59
|
FINANCIAL STATEMENTS
|
60
|
APPENDIX A – PROXY VOTING POLICIES
|
61
|
|
1.
|
Invest in commodities, except that a Portfolio may purchase and sell options, forward contracts, and futures contracts, including those relating to indices, and options on futures contracts or indices.
|
|
2.
|
Purchase, hold or deal in real estate or oil, gas or other mineral leases or exploration or development programs, but a Portfolio may purchase and sell securities that are secured by real estate or issued by companies that invest or deal in real estate.
|
|
3.
|
Borrow money, except for temporary or emergency (not leveraging) purposes in an amount up to 33 1/3% of the value of a Portfolio’s total assets (including the amount borrowed) based on the lesser of cost or market, less liabilities (not including the amount borrowed) at the time the borrowing is made. When borrowings exceed 5% of the value of a Portfolio’s total assets, the Portfolio will not make any additional investments. For purposes of this investment restriction, the entry into options, forward contracts, or futures contracts, including those relating to indices and options on futures contracts or indices, will not constitute borrowing.
|
|
4.
|
Make loans to others, except through the purchase of debt obligations and entry into repurchase agreements. However, each Portfolio may lend its portfolio securities in an amount not to exceed 33 1/3% of the value of its total assets, including collateral received for such loans. Any loans of portfolio securities will be made according to guidelines established by the SEC and the Board.
|
|
5.
|
Act as an underwriter of securities of other issuers, except to the extent a Portfolio may be deemed an underwriter under the Securities Act of 1933, as amended, by virtue of disposing of portfolio securities.
|
|
6.
|
Invest more than 25% of its assets in the securities of issuers in any single industry, provided there will be no limitation on the purchase of obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities.
|
|
7.
|
Invest more than 5% of its assets in the obligations of any single issuer, except that up to 25% of the value of a Portfolio’s total assets may be invested, and securities issued or guaranteed by the U.S. government, or its agencies or instrumentalities may be purchased, without regard to any such limitation.
|
|
8.
|
With respect to 75% of a Portfolio’s assets, hold more than 10% of the outstanding voting securities of any single issuer.
|
|
9.
|
Issue any senior security (as defined in Section 18(f) of the 1940 Act), except to the extent that the activities permitted in investment restrictions No. 1 and 3 may be deemed to give rise to a senior security.
|
|
1.
|
Invest in the securities of a company for the purpose of exercising management or control, but a Portfolio will vote the securities it owns in its portfolio as a shareholder in accordance with its views.
|
|
2.
|
Enter into repurchase agreements providing for settlement in more than seven days after notice or purchase securities which are illiquid, if, in the aggregate, more than 15% of the value of a Portfolio’s net assets would be so invested.
|
|
3.
|
Purchase securities of other investment companies, except to the extent permitted under the 1940 Act or those received as part of a merger or consolidation.
|
Reena S. Lalji, 41
|
Secretary
|
Since 2009
|
Managing Director and General Counsel, Wilshire Associates Incorporated (Since 2009); Senior Counsel, Royal Bank of Canada (2003 to 2008)
|
N/A
|
N/A
|
Nathan R. Palmer, 36
|
Vice President
|
Since 2011
|
Vice President, Wilshire Funds Management (Since 2011); Senior Investment Management Associate, Convergent Wealth Advisors (2009 to 2010); Director of Public Markets, Investment Office, California Institute of Technology (2008 to 2009). Treasury Manager, Retirement Investments, Intel Corporation (2004 to 2008)
|
N/A
|
N/A
|
James E. St. Aubin, 35
|
Vice President
|
Since 2009
|
Senior Portfolio Manager in Wilshire’s Funds Management Group (Since 2008); Senior Consultant at Ibbotson Associates – a division Morningstar Inc. (2004 to 2008)
|
N/A
|
N/A
|
Michael Wauters, 47
|
Treasurer
|
Since 2009
|
Chief Financial Officer, Wilshire Associates Incorporated (Since 2012); Controller, Wilshire Associates Incorporated (2009 to 2012); Assistant Vice President- Financial Operations, Pacific Life Insurance Company (2000 to 2009)
|
N/A
|
N/A
|
(1)
|
Each Director serves until the next shareholders’ meeting (and until the election and qualification of a successor), or until death, resignation, removal or retirement which takes effect no later than May 1 following his or her 70th birthday. Officers are elected by the board on an annual basis to serve until their successors have been elected and qualified.
|
(2)
|
Mr. Zhang is an interested Director due to his positions at Wilshire.
|
Name of Director
|
Dollar Range of Equity Securities in the Large Company Growth Portfolio
|
Dollar Range of Equity Securities in the Large Company Value Portfolio
|
Dollar Range of Equity Securities in the Small Company Growth Portfolio
|
Dollar Range of Equity Securities in the Small Company Value Portfolio
|
Dollar Range of Equity Securities in the Index Fund
|
Dollar Range
of Equity
Securities in the International Fund
|
Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen by Director within the Family of Investment Companies
|
Margaret M. Cannella
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Roger A. Formisano
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Edward Gubman
|
None
|
None
|
None
|
None
|
None
|
None
|
None
|
Suanne K. Luhn
|
None
|
None
|
None
|
None
|
None
|
$10,001 – 50,000
|
$10,001 – 50,000
|
George J. Zock
|
None
|
None
|
None
|
None
|
$1 – 10,000
|
$1 – 10,000
|
$1 – 10,000
|
Trustee
|
Aggregate Compensation From the Company
|
Pension Retirement Benefits Accrued as Part of Company Expenses
|
Estimated Annual
Benefits Upon
Retirement
|
Total Compensation from the Company and the Fund Complex*
|
Margaret M. Cannella
|
$13,877
|
N/A
|
N/A
|
$30,167
|
Roger A. Formisano
|
$14,030
|
N/A
|
N/A
|
$30,500
|
Edward Gubman
|
$13,723
|
N/A
|
N/A
|
$29,833
|
Suanne K. Luhn
|
$12,190
|
N/A
|
N/A
|
$26,500
|
George J. Zock
|
$19,550
|
N/A
|
N/A
|
$42,500
|
*
|
This is the total amount compensated to the Director for his or her service on the Board and the board of any other investment company in the fund complex. “Fund Complex” means two or more registered investment companies that hold themselves out as related companies for purposes of investment and investor services, or have a common investment adviser or are advised by affiliated investment advisers.
|
Shareholders
|
Percentage Owned
|
Charles Schwab & Co.
|
52.04%
|
Attn: Mutual Funds
|
|
Reinvest Account
|
|
101 Montgomery Street
|
|
San Francisco, CA 94104
|
|
Horace Mann Life Insurance Company
|
21.74%
|
1 Horace Mann Plaza
|
|
Springfield, IL 62715
|
Shareholders
|
Percentage Owned
|
Horace Mann Life Insurance Company
|
19.20%
|
1 Horace Mann Plaza
|
|
Springfield, IL 62715
|
|
Charles Schwab & Co.
|
11.41%
|
Attn: Mutual Funds
|
|
Reinvest Account
|
|
101 Montgomery Street
|
|
San Francisco, CA 94104
|
|
Kansas City, MO 64199-3366
|
Shareholders
|
Percentage Owned
|
Horace Mann Life Insurance Company
|
69.79%
|
1 Horace Mann Plaza
|
|
Springfield, IL 62715
|
|
TD Ameritrade Inc
|
12.81%
|
FEBO of our Clients
|
|
PO Box 226
|
|
Omaha, NE 68103-2226
|
Shareholders
|
Percentage Owned
|
TD Ameritrade Inc.
|
14.97%
|
FEBO Our Clients
|
|
PO Box 2226
|
|
Omaha, NE 68103-2226
|
|
Pershing LLC
|
9.91%
|
1 Pershing Plz
|
|
Jersey City, NJ 07399-0002
|
|
First Clearing, LLC
|
9.55%
|
2801 Market St.
|
|
St. Louis, MO 63103-2523
|
|
First Clearing, LLC
|
5.45%
|
2801 Market St
|
|
St. Louis, MO 63103-2523
|
Shareholders
|
Percentage Owned
|
Horace Mann Life Insurance Company Separate Account
|
43.14%
|
1 Horace Mann Plaza
|
|
Springfield, IL 62715
|
|
Charles Schwab & Co.
|
17.93%
|
Attn: Mutual Funds
|
|
Reinvest Account
|
|
101 Montgomery St.
|
|
San Francisco, CA 94104
|
Shareholders
|
Percentage Owned
|
NFS LLC FEBO
|
52.21%
|
Linda M McCants
|
|
James R McCants
|
|
1480 Tarver Rd
|
|
Davisboro GA 31018-5178
|
|
NFS LLC FBO
|
45.51%
|
FMT CO CUST IRA
|
|
FBO Julene Marie Siegel
|
|
PO Box 160
|
|
Banks OR 97106-0160
|
Shareholders
|
Percentage Owned
|
Horace Mann Life Insurance Company Separate Account
|
47.52%
|
1 Horace Mann Plaza
|
|
Springfield, IL 62715
|
|
Charles Schwab & Co.
|
16.49%
|
Mutual Funds Dept.
|
|
Reinvest Account
|
|
101 Montgomery St.
|
|
San Francisco, CA 94104
|
|
TD Ameritrade Inc
|
10.79%
|
FEBO our clients
|
|
7 Easton Oval
|
|
Columbus, OH 43219-6010
|
Shareholders
|
Percentage Owned
|
TD Ameritrade Inc
|
25.54%
|
FEBO our clients
|
|
PO Box 2226
|
|
Omaha, NE 68103-2226
|
NFS LLC FBO
|
21.69%
|
FMT CO Cust IRAollover
|
|
FBO Kalpana M Sheth
|
|
6 Longview Dr
|
|
Holmdel, NJ 07733-1642
|
|
NFS LLC FBO
|
21.15%
|
FMT CO Cust IRA Rollover
|
|
FBO Madhu N Sheth
|
|
6 Longview Dr
|
|
Holmdel, NJ 07733-1642
|
|
NFS LLC FBO
|
9.71%
|
FMT CO Cust IRA
|
|
FBO William B Mcintyre Jr
|
|
8900 E Jefferson Ave Apt 1420
|
|
Detroit, MI 48214-2974
|
|
Merrill Lynch Pierce Fenner & Smith
|
6.58%
|
For the Sole Benefit of its Customers
|
|
4800 Deer Lake Dr E
|
|
Jacksonville, FL 32246-6484
|
|
NFS LLC FEBO
|
5.73%
|
Doug Graber
|
|
Lisa Graber
|
|
6434 Marble Ln
|
|
Castle Rock, CO 80108-7871
|
|
Charles Schwab & Co
|
5.43%
|
Mutual Fund Dept
|
|
101 Montgomery St
|
|
San Francisco, CA 94104-4151
|
Shareholders
|
Percentage Owned
|
Charles Schwab & Co
|
33.81%
|
Attn Mutual Funds
|
|
101 Montgomery St
|
|
San Francisco, CA 94104-4151
|
Shareholders
|
Percentage Owned
|
Horace Mann Life Insurance
|
19.24%
|
Company Separate Account
|
|
1 Horace Mann Plz
|
|
Springfield, IL 62715-0002
|
|
TD Ameritrade Inc
|
7.13%
|
FEBO our clients
|
|
PO Box 2226
|
|
Omaha, NE 68103-2226
|
Shareholders
|
Percentage Owned
|
Genworth Financial Trust Company
|
53.17%
|
FBO Genworth Financial Wealth Management
|
|
3200 N Central Ave Ste 700
|
|
Phoenix, AZ 85012-2468
|
|
Horace Mann Life Insurance
|
36.62%
|
Company Separate Account
|
|
1 Horace Mann Plz
|
|
Spring field, IL 62715-0002
|
Shareholders
|
Percentage Owned
|
VIT Balanced Fund
|
99.79%
|
C/O SEI
|
|
1 Freedom Valley Dr
|
|
Oak, PA 19456-9989
|
Shareholders
|
Percentage Owned
|
VIT Equity Fund
|
99.80%
|
C/O SEI
|
|
101 Montgomery St
|
|
1 Freedom Valley Dr
|
|
Oaks, PA 19456-9989
|
Fund
|
Rate on the First $1 Billion
of Portfolio Assets
|
Rate on Portfolio Assets in
Excess of $1 Billion
|
Large Company Growth Portfolio
|
0.75%
|
0.65%
|
Large Company Value Portfolio
|
0.75%
|
0.65%
|
Small Company Growth Portfolio
|
0.85%
|
0.75%
|
Small Company Value Portfolio
|
0.85%
|
0.75%
|
Wilshire 5000 Index Fund
|
0.10%
|
0.07%
|
Wilshire International Equity Fund
|
1.00%
|
0.90%
|
Portfolio
|
Advisory Fee Payable
|
Reduction in Fee
|
Recouped Fees
|
Net Fee Paid
|
% of Average Net Assets
|
Large Company Growth Portfolio
|
$1,373,807
|
$0
|
$0
|
$1,373,807
|
0.75%
|
Large Company Value Portfolio
|
$243,456
|
$0
|
$0
|
$243,456
|
0.75%
|
Small Company Growth Portfolio
|
$57,059
|
$48,745
|
$0
|
$8,314
|
0.12%
|
Small Company Value Portfolio
|
$95,879
|
$41,705
|
$0
|
$54,174
|
0.48%
|
Wilshire 5000 Index
SM
Fund
|
$155,101
|
$0
|
$0
|
$155,101
|
0.10%
|
Wilshire International Equity Fund
|
$1,949,291
|
$63,981
|
$8,803
|
$1,894,113
|
0.97%
|
Portfolio
|
Advisory Fee Payable
|
Reduction in Fee
|
Recouped Fees
|
Net Fee Paid
|
% of Average Net Assets
|
Large Company Growth Portfolio
|
$1,386,320
|
$0
|
$0
|
$1,386,320
|
0.75%
|
Large Company Value Portfolio
|
$255,301
|
$0
|
$0
|
$255,301
|
0.75%
|
Small Company Growth Portfolio
|
$64,047
|
$39,597
|
$0
|
$24,450
|
0.32%
|
Small Company Value Portfolio
|
$87,118
|
$41,395
|
$0
|
$45,723
|
0.45%
|
Wilshire 5000 Index
SM
Fund
|
$160,411
|
$0
|
$0
|
$160,411
|
0.10%
|
Wilshire International Equity Fund
|
$1,850,689
|
$75,863
|
$0
|
$1,774,826
|
0.96%
|
Portfolio
|
Advisory Fee Payable
|
Reduction in Fee
|
Recouped Fees
|
Net Fee Paid
|
% of Average Net Assets
|
Large Company Growth Portfolio
|
$1,393,647
|
$0
|
$0
|
$1,393,647
|
0.75%
|
Large Company Value Portfolio
|
$298,212
|
$0
|
$0
|
$298,212
|
0.75%
|
Small Company Growth Portfolio
|
$59,919
|
$34,426
|
$0
|
$25,493
|
0.36%
|
Small Company Value Portfolio
|
$76,593
|
$30,950
|
$0
|
$45,643
|
0.01%
|
Wilshire 5000 Index
SM
Fund
|
$160,525
|
$0
|
$0
|
$160,525
|
0.10%
|
Wilshire International Equity Fund
|
$1,764,013
|
$48,140
|
$14,634
|
$1,730,507
|
0.98%
|
Portfolio
|
Aggregate Subadvisory
Fees Paid
|
% of Average
Net Assets
|
Large Company Growth Portfolio
|
$978,186
|
0.28%
|
Large Company Value Portfolio
|
$170,556
|
0.38%
|
Small Company Growth Portfolio
|
$45,116
|
0.33%
|
Small Company Value Portfolio
|
$68,167
|
0.36%
|
Wilshire 5000 Index
SM
Fund
(1)
|
$106,153
|
0.05%
|
Wilshire International Equity Fund
|
$126,312
|
0.57%
|
Portfolio
|
Aggregate Subadvisory
Fees Paid
|
% of Average
Net Assets
|
Large Company Growth Portfolio
|
$555,734
|
0.33%
|
Large Company Value Portfolio
|
$152,602
|
0.48%
|
Small Company Growth Portfolio
|
$16,980
|
0.25%
|
Small Company Value Portfolio
|
$24,681
|
0.28%
|
Wilshire 5000 Index
SM
Fund
|
$73,830
|
0.05%
|
Wilshire International Equity Fund
|
$719,179
|
0.42%
|
Portfolio
|
Aggregate Subadvisory
Fees Paid
|
% of Average
Net Assets
|
Large Company Growth Portfolio
|
$555,009
|
0.30%
|
Large Company Value Portfolio
|
$174,082
|
0.39%
|
Small Company Growth Portfolio
|
$7,049
|
0.10%
|
Small Company Value Portfolio
|
$9,011
|
0.09%
|
Wilshire 5000 Index
SM
Fund
|
$64,386
|
0.04%
|
Wilshire International Equity Fund
|
$660,216
|
0.38%
|
Type of Accounts
|
Total # of Accounts Managed
|
Total Assets (millions)
|
# of Accounts Managed With Performance Based Advisory Fee
|
Total Assets With Performance-Based Advisory Fee (millions)
|
Registered Investment Companies
|
4
|
$840.3
|
0
|
$0
|
Other Pooled Investment Vehicles
|
10
|
$896.9
|
1
|
$4.3
|
Other Accounts
|
21
|
$859.2
|
0
|
$0
|
Type of Accounts
|
Total # of Accounts Managed
|
Total Assets (millions)
|
# of Accounts Managed With Performance Based Advisory Fee
|
Total Assets With Performance-Based Advisory Fee (millions)
|
Registered Investment Companies
|
13
|
$2,974
|
1
|
$1,400
|
Other Pooled Investment Vehicles
|
4
|
$1,250
|
3
|
$1,123
|
Other Accounts
|
27
|
$5,920
|
6
|
$3,683
|
|
•
|
Quality of overall execution services provided by the broker/dealer;
|
|
•
|
Promptness and accuracy of electronic execution reports;
|
|
•
|
Ability and willingness to promptly resolve and correct errors;
|
|
•
|
Ability to commit capital to facilitate principal transactions;
|
|
•
|
Specific expertise the broker/dealer may have in executing trades for the particular type of security or basket of securities;
|
|
•
|
Quality of electronic and algorithmic trading strategies;
|
|
•
|
Participation in client commission recapture programs; and
|
|
•
|
Willingness to accrue and pay for approved soft dollar products.
|
Type of Accounts
|
Total # of Accounts Managed
|
Total Assets (millions)
|
# of Accounts Managed With Performance Based Advisory Fee
|
Total Assets With Performance-Based Advisory Fee (millions)
|
Registered Investment Companies
|
3
|
$211.2
|
0
|
$0
|
Other Pooled Investment Vehicles
|
1
|
$64.8
|
0
|
$0
|
Other Accounts
|
1,497
|
$997.3
|
0
|
$0
|
|
•
|
The management of multiple accounts may result in the portfolio manager devoting unequal time and attention to the management of each account. NWQ seeks to manage such competing interests for the time and attention of portfolio managers by having portfolio managers focus on a particular investment discipline. Most accounts managed by a portfolio manager in a particular investment strategy are managed using the same investment models.
|
|
•
|
If a portfolio manager identifies a limited investment opportunity, which may be suitable for more than one account, an account may not be able to take full advantage of that opportunity due to its limited availability (i.e. an allocation of filled purchase or sale orders across all eligible accounts.) To deal with these situations, NWQ has adopted procedures for allocating limited opportunities across multiple accounts.
|
|
•
|
In the event a client has directed certain brokerage activities, NWQ may place separate, non-simultaneous transactions for certain accounts which may temporarily affect the market price of the security or the execution of the transaction, or both, to the detriment of other accounts.
|
|
•
|
The appearance of a conflict of interest may arise where NWQ has an incentive, such as a performance-based management fee, which relates to the management of some accounts, where a portfolio manager has day-to-day management responsibilities. However, again, NWQ has an operating belief/philosophy which seeks to manage all accounts alike.
|
|
•
|
Overall performance of client portfolios
|
|
•
|
Objective review of stock recommendations and the quality of primary research
|
|
•
|
Subjective review of the professional’s contributions to portfolio strategy, teamwork, collaboration, and work ethic
|
Type of Accounts
|
Number of Accounts Managed
|
Total Assets Managed (in millions)
|
Number of Accounts Managed for which Advisory Fee is Performance-Based
|
Assets Managed for which Advisory Fee is Performance-Based (in millions)
|
Registered Investment Companies
|
2
|
$54.8
|
0
|
$0
|
Other Pooled Investment Vehicles
|
5
|
$981.8
|
0
|
$0
|
Other Advisory Accounts
|
20
|
$2,586.1
|
0
|
$0
|
Type of Accounts
|
Number of Accounts Managed
|
Total Assets Managed (in millions)
|
Number of Accounts Managed for which Advisory Fee is Performance-Based
|
Assets Managed for which Advisory Fee is Performance-Based (in millions)
|
Registered Investment Companies
|
2
|
$54.8
|
0
|
$0
|
Other Pooled Investment Vehicles
|
2
|
$440.9
|
1
|
$304.9
|
Other Advisory Accounts
|
2
|
$423.7
|
1
|
$406.7
|
Type of Account
|
Total # of Accounts Managed
|
Total Assets (millions)
|
# of Accounts Managed with Performance-Based Advisory Fee
|
Total Assets with Performance-Based Advisory Fee (millions)
|
Registered Investment Companies:
|
8
|
$5,615
|
0
|
$0
|
Other Pooled Investment Vehicles:
|
35
|
$563
|
0
|
$0
|
Other Accounts:
|
145
|
$4,153
|
5
|
$592
|
Type of Account
|
Total # of Accounts Managed
|
Total Assets (millions)
|
# of Accounts Managed with Performance-Based Advisory Fee
|
Total Assets with Performance-Based Advisory Fee (millions)
|
Registered Investment Companies:
|
8
|
$6,534
|
1
|
$31
|
Other Pooled Investment Vehicles:
|
19
|
$2,642
|
1
|
$192
|
Other Accounts:
|
85
|
$4,553
|
3
|
$186
|
Type of Account
|
Total # of Accounts Managed
|
Total Assets (millions)
|
# of Accounts Managed with Performance-Based Advisory Fee
|
Total Assets with Performance-Based Advisory Fee (millions)
|
Registered Investment Companies:
|
5
|
$5,512
|
0
|
$0
|
Other Pooled Investment Vehicles:
|
24
|
$542
|
0
|
$0
|
Other Accounts:
|
110
|
$2,849
|
3
|
$544
|
Type of Accounts
|
Total # of Accounts Managed
|
Total Assets (millions)
|
# of Accounts Managed With Performance Based Advisory Fee
|
Total Assets With Performance-Based Advisory Fee (millions)
|
Registered Investment Companies
|
7
|
$589.13
|
0
|
$0
|
Other Pooled Investment Vehicles
|
9
|
$241.73
|
0
|
$0
|
Other Accounts
|
28
|
$640.78
|
0
|
$0
|
Type of Accounts
|
Total # of Accounts Managed
|
Total Assets (millions)
|
# of Accounts Managed With Performance Based Advisory Fee
|
Total Assets With Performance-Based Advisory Fee (millions)
|
Registered Investment Companies
|
4
|
$1,000
|
0
|
$0
|
Other Pooled Investment Vehicles
|
4
|
$111
|
0
|
$0
|
Other Accounts
|
66
|
$2,257
|
1
|
$335
|
Type of Accounts
|
Total # of Accounts Managed
|
Total Assets (millions)
|
# of Accounts Managed With Performance Based Advisory Fee
|
Total Assets With Performance-Based Advisory Fee (millions)
|
Registered Investment Companies
|
10
|
$1,983
|
0
|
$0
|
Other Pooled Investment Vehicles
|
2
|
$162
|
0
|
$0
|
Other Accounts
|
284
|
$4,176
|
1
|
$76
|
Type of Accounts
|
Number of Accounts Managed
|
Total Assets Managed (in millions)
|
Number of Accounts Managed for which Advisory Fee is Performance-Based
|
Assets Managed for which Advisory Fee is Performance-Based (in millions)
|
Registered investment companies
|
3
|
$736.8
|
0
|
$0
|
Other pooled investment vehicles
|
4
|
$260.0
|
1
|
$162.3
|
Other advisory accounts
|
737
|
$965.4
|
1
|
$49.7
|
Type of Accounts
|
Number of Accounts Managed
|
Total Assets Managed (in millions)
|
Number of Accounts Managed for which Advisory Fee is Performance-Based
|
Assets Managed for which Advisory Fee is Performance-Based (in millions)
|
Registered investment companies
|
0
|
$0
|
0
|
$0
|
Other pooled investment vehicles
|
4
|
$260.0
|
1
|
$162.3
|
Other advisory accounts
|
737
|
$965.4
|
1
|
$49.7
|
Type of Accounts
|
Total # of Accounts Managed
|
Total Assets (millions)
|
# of Accounts Managed With Performance Based Advisory Fee
|
Total Assets With Performance-Based Advisory Fee (millions)
|
Registered Investment Companies
|
2
|
$602.4
|
0
|
$0
|
Other Pooled Investment Vehicles
|
2
|
$98.3
|
0
|
$0
|
Other Accounts
|
53
|
$921.4
|
0
|
$0
|
Portfolio
|
Administration Fee Payable
|
Reduction in Fee
|
Net Fee Paid
|
Large Company Growth Portfolio
|
$128,222
|
$0
|
$128,222
|
Large Company Value Portfolio
|
$22,722
|
$0
|
$22,722
|
Small Company Growth Portfolio
|
$4,699
|
$0
|
$4,699
|
Small Company Value Portfolio
|
$7,877
|
$0
|
$7,877
|
Wilshire 5000 Index
SM
Fund
|
$108,571
|
$0
|
$108,571
|
Wilshire International Equity Fund
|
$136,346
|
$0
|
$136,346
|
Portfolio
|
Administration Fee Payable
|
Reduction in Fee
|
Net Fee Paid
|
Large Company Growth Portfolio
|
$129,390
|
$0
|
$129,390
|
Large Company Value Portfolio
|
$23,828
|
$0
|
$23,828
|
Small Company Growth Portfolio
|
$5,274
|
$0
|
$5,274
|
Small Company Value Portfolio
|
$7,175
|
$0
|
$7,175
|
Wilshire 5000 Index
SM
Fund
|
$112,287
|
$0
|
$112,287
|
Wilshire International Equity Fund
|
$129,548
|
$0
|
$129,548
|
Portfolio
|
Administration Fee Payable
|
Reduction in Fee
|
Net Fee Paid
|
Large Company Growth Portfolio
|
$130,074
|
$0
|
$130,074
|
Large Company Value Portfolio
|
$27,833
|
$0
|
$27,833
|
Small Company Growth Portfolio
|
$4,934
|
$0
|
$4,934
|
Small Company Value Portfolio
|
$6,308
|
$0
|
$6,308
|
Wilshire 5000 Index
SM
Fund
|
$112,367
|
$0
|
$112,367
|
Wilshire International Equity Fund
|
$123,481
|
$0
|
$123,481
|
Portfolio
|
2012
|
Large Company Growth Portfolio
|
$259,752
|
Large Company Value Portfolio
|
$97,293
|
Small Company Growth Portfolio
|
$16,186
|
Small Company Value Portfolio
|
$22,386
|
Wilshire 5000 Index
SM
Fund
|
$262,935
|
Wilshire International Equity Fund
|
$198,205
|
Portfolio
|
Printing
|
Advertising
|
Compensation to Broker Dealers
|
Compensation to Sales Personnel
|
Other
|
Reimbursements
|
Total
|
Large Company Growth Portfolio
|
$804
|
$64
|
$251,743
|
$11,060
|
—
|
$(3,920)
|
$259,751
|
Large Company Value Portfolio
|
$311
|
$21
|
$94,757
|
$4,101
|
$93
|
$(1,990)
|
$97,293
|
Small Company Growth Portfolio
|
$54
|
$5
|
$13,223
|
$718
|
$2,196
|
$(9)
|
$16,187
|
Small Company Value Portfolio
|
$69
|
$6
|
$20,331
|
$943
|
$1,223
|
$(186)
|
$22,386
|
Wilshire 5000 Index
SM
Fund
|
$821
|
$67
|
$240,466
|
$11,154
|
$7,063
|
$(139)
|
$259,432
|
Wilshire International Equity Fund
|
$612
|
$53
|
$197,798
|
$8,523
|
$37
|
$(8,819)
|
$198,204
|
Brokers or Dealers
|
Market Value
|
Large Company Growth Portfolio
|
None
|
Large Company Value Portfolio
|
|
JP Morgan
|
$1,341,524
|
Citigroup
|
$1,162,906
|
Morgan Stanley
|
$333,116
|
Goldman Sachs
|
$312,522
|
Small Company Growth Portfolio
|
None
|
Small Company Value Portfolio
|
None
|
Brokers or Dealers
|
Market Value
|
Wilshire 5000 Index
SM
Fund
|
|
JP Morgan Chase
|
$1,816,357
|
Citigroup
|
$1,259,590
|
Goldman Sachs
|
$631,422
|
Bank of New York Mellon Corp
|
$306,164
|
Morgan Stanley
|
$295,404
|
Wilshire International Equity Fund
|
|
JP Morgan Chase & Co
|
$3,565,527
|
Citigroup
|
$1,170,976
|
Goldman Sachs
|
$510,240
|
|
2013
|
2016
|
2017
|
2018
|
Large Company Growth Portfolio
|
$—
|
$—
|
$—
|
$—
|
Large Company Value Portfolio
|
$—
|
$4,967,113
|
$6,731,491
|
$—
|
Small Company Growth Portfolio
|
$—
|
$—
|
$314,984
|
$—
|
Small Company Value Portfolio
|
$—
|
$—
|
$1,913,980
|
$—
|
Wilshire 5000 Index
SM
Fund
|
$108,266
|
$9,735,193
|
$30,139,484
|
$2,464
|
|
Large Company Growth Portfolio:
|
|
|
|
Large Company Growth Portfolio – Investment Class Shares
|
|
|
Large Company Growth Portfolio – Institutional Class Shares
|
1.
|
Application; General Principles
|
|
1.1
|
These Proxy Voting Policies and Procedures apply to securities held in client accounts over which NWQ Investment Management Company, LLC (“NWQ”) has voting authority, directly or indirectly. Indirect voting authority exists where NWQ’s voting authority is implied by a general delegation of investment authority without reservation of proxy voting authority.
|
|
1.2
|
NWQ shall vote proxies in respect of securities owned by or on behalf of a client in the client’s best interests and without regard to the interests of NWQ or any other client of NWQ. Where NWQ shares investment discretion with regard to certain securities owned by or on behalf of clients with an advisory affiliate and proxy voting authority is not reserved by NWQ, proxy
|
|
voting shall be delegated to the advisory affiliate in accordance with its proxy voting policies and procedures, as amended from time to time, (subject to Section 2 with regard to determination it may be in clients’ overall best interests not to vote).
|
2.
|
Voting; Procedures
|
|
2.1
|
To provide centralized management of the proxy voting process, NWQ shall establish a Proxy Voting Committee.
|
|
2.2
|
The Proxy Voting Committee shall be comprised of at least one senior portfolio manager. The Committee may also seek the assistance of others, including investment, operations, legal or compliance personnel as necessary.
|
|
2.2.1
|
The Proxy Voting Committee shall:
|
|
•
|
supervise the proxy voting process, including the identification of material conflicts of interest involving NWQ (see Section 3 for definition of material conflict of interest) and the proxy voting process in respect of securities owned by or on behalf of such clients;
|
|
•
|
determine how to vote proxies relating to issues not covered by these Policies and Procedures; and
|
|
•
|
determine when NWQ may deviate from these Policies and Procedures.
|
|
2.3
|
Unless the Proxy Voting Committee otherwise determines (and documents the basis for its decision) or as otherwise provided below, the Proxy Voting Committee shall cause proxies to be voted in a manner consistent with the recommendations or guidelines of an independent third party proxy service or other third party. In most cases, NWQ has adopted the guidelines of and will generally vote in accordance with the recommendations of Risk Metrics Group (“RMG”) (formerly, Institutional Shareholder Services, Inc.), as such guidelines may be updated from time to time (the current guideline summaries are attached hereto as Exhibit A). In select other cases, NWQ may agree generally to vote proxies for a particular client account in accordance with the third party recommendations or guidelines selected by the client, such as the AFL-CIO Guidelines (guideline summary available on request). The applicable recommendations and guidelines employed by NWQ shall be referred to herein as the “Guidelines” and the “Recommendations” respectively. As a general matter, unless otherwise restricted NWQ reserves the right to override the applicable Recommendations or Guidelines in any situation where it believes that following such Recommendations or Guidelines is not in its clients’ best interests.
|
|
2.3.1
|
Where any material conflict of interest has been identified and the matter is covered by the applicable Recommendation or Guidelines, the Proxy Voting Committee shall cause proxies to be voted in accordance with the applicable Recommendation or Guidelines.
|
|
2.3.2
|
Where any material conflict of interest has been identified and the matter is not covered by the applicable Recommendation or Guidelines, NWQ may (i) vote in accordance with the recommendation of an alternative independent third party (who may be a proxy voting service) or (ii) disclose the conflict to the client, obtain the client’s consent to vote, and make the proxy voting determination itself (and document the basis for the decision).
|
|
2.4
|
NWQ may determine not to vote proxies in respect of securities of any issuer if it determines it would be in its clients’ overall best interests not to vote. Such determination may apply in respect of all client holdings of the securities or only certain specified clients, as NWQ deems appropriate under the circumstances.
|
|
2.4.1
|
Generally, NWQ does not intend to vote proxies associated with the securities of any issuer if as a result of voting, the issuer restricts such securities from being transacted (“share blocking” is done in a few foreign countries). However, NWQ may decide, on an individual security basis that it is in the best interests of its clients for NWQ to vote the proxy associated with such a security, taking into account the loss of liquidity. In addition, NWQ may decline to vote proxies where the voting would in NWQ’s judgment result in some other financial, legal, regulatory disability or burden to NWQ or the client (such as imputing control with respect to the issuer).
|
|
2.4.2
|
To the extent that NWQ receives proxies for securities that are transferred into a client’s portfolio that were not recommended or selected by NWQ and are sold or expected to be sold promptly in an orderly manner (“legacy securities”), NWQ will generally refrain from voting such proxies. In such circumstances, since legacy securities are expected to be sold promptly, voting proxies on such securities would not further NWQ’s interest in maximizing the value of client investments. NWQ may consider an institutional client’s special request to vote a legacy security proxy, and if agreed would vote such proxy in accordance with the guidelines below.
|
|
2.4.3
|
In addition, the Proxy Voting Committee may determine: (a) not to recall securities on loan if, in its judgment, the negative consequences to clients of disrupting the securities lending program would outweigh the benefits of voting in the particular instance or, (b) in its judgment, the expense and administrative inconvenience outweighs the benefits to clients of voting the securities.
|
3.
|
Material Conflicts of Interest
|
|
3.1
|
Voting the securities of an issuer where the following relationships or circumstances exist are deemed to give rise to a material conflict of interest for purposes of these Policies and Procedures:
|
|
3.1.1
|
The issuer is an institutional separate account client of NWQ or wrap program in which NWQ participates as an investment manager that paid fees to NWQ for the prior calendar year in excess of 1% of NWQ’s annual revenues for that year. This analysis will be performed in February of each year.
|
|
3.1.2
|
The issuer is an entity in which a member of the Executive Committee or Proxy Committee of NWQ or a relative
1
of any such person is or was (within the past three years of the proxy vote) an executive officer or director employee, or such person or relative otherwise has received more than $1,000 from the issuer during NWQ’s last three fiscal years, other than the receipt of interest, dividends, capital gains or proceeds from an insurance company for a claim. This analysis will be performed in February of each year.
|
|
3.1.3
|
Any other circumstance that NWQ is aware of where NWQ’s duty to serve its clients’ interests, typically referred to as its “duty of loyalty,” could be materially compromised.
|
|
3.1.4
|
Notwithstanding the foregoing, a conflict of interest described in Section 3.1 shall not be considered material for the purposes of these Policies and Procedures in respect of a specific vote or circumstance if the matter to be voted on relates to a restructuring of the terms of existing securities or the issuance of new securities or a similar matter arising out of the holding of securities, other than common equity, in the context of a bankruptcy or threatened bankruptcy of the issuer.
|
1
|
For the purposes of these Guidelines, “relative” includes the following family members: spouse, minor children or stepchildren.
|
|
3.1.5
|
Notwithstanding the foregoing, in its process of determining whether there are material conflicts of interest, NWQ does not consider nonpublic information about the business arrangements of its affiliates or their officers and directors.
|
|
3.1.6
|
Notwithstanding the foregoing, business arrangements that NWQ is not actively involved in shall not be deemed to raise a material conflict of interest for NWQ. For example, if NWQ is aware that an issuer is considering the inclusion of an NWQ-advised fund in its 401(k) plan menu, but NWQ is not actively soliciting the business, NWQ shall not be deemed to have a material conflict of interest in voting proxies of the issue.
|
4.
|
Recordkeeping and Retention
|
|
4.1
|
NWQ shall retain records relating to the voting of proxies, including:
|
|
4.1.1
|
Copies of these Policies and Procedures and any amendments thereto. Copies of applicable Policies and Procedures adopted by NWQ’s advisory affiliate with regard to any securities in client accounts managed under shared investment discretion (as referenced in section 1.2 above), and any amendments thereto.
|
|
4.1.2
|
A copy of each proxy ballot and proxy statement filed by the issuer with the Securities and Exchange Commission or foreign regulator (“Proxy Statement”), or English translation of Proxy Statement as made available through a third party service provider regarding securities held on behalf of clients who have authorized voting of proxies, with exception of any “legacy securities” ballots or proxy statements (referenced in section 2.3.2 above) not voted.
|
|
4.1.3
|
Records of each vote cast by NWQ (or its advisory affiliate, as applicable) on behalf of clients; these records may be maintained on an aggregate basis for certain clients (e.g., managed account clients).
|
|
4.1.4
|
A copy of any documents created by NWQ that were material to making a decision on how to vote or that memorializes the basis for that decision.
|
|
4.1.5
|
A copy of each written request for information on how NWQ (or its advisory affiliate, as applicable) voted proxies on behalf of the client, and a copy of any written response by NWQ to any (oral or written) request for information on how such proxies were voted.
|
|
4.2
|
These records shall be maintained and preserved in an easily accessible place for a period of not less than five years from the end of NWQ’s fiscal year during which the last entry was made in the records, the first two years in an appropriate office of NWQ.
|
|
4.3
|
NWQ may rely on Proxy Statements filed on the SEC’s EDGAR system or on Proxy Statements, ballots and records of votes cast by NWQ maintained by a third party, such as a proxy voting service.
|
|
1)
|
describes its proxy voting procedures to its clients in Part II of its Form ADV;
|
|
2)
|
provides the client with this written proxy policy, upon request;
|
|
3)
|
discloses to its clients how they may obtain information on how PanAgora voted the client’s proxies;
|
|
4)
|
generally applies its proxy voting policy consistently and keeps records of votes for each client in order to verify the consistency of such voting;
|
|
5)
|
documents the reason(s) for voting for all non-routine items; and
|
|
6)
|
keeps records of such proxy votes.
|
|
1)
|
PanAgora’s Proxy Voting Policy and any additional procedures created pursuant to such Policy;
|
|
2)
|
a copy of each proxy statement PanAgora receives regarding securities held by its clients (note: this requirement may be satisfied by a third party who has agreed in writing to do);
|
|
3)
|
a record of each vote cast by PanAgora (note: this requirement may be satisfied by a third party who has agreed in writing to do so);
|
|
4)
|
a copy of any document created by PanAgora that was material in making its voting decision or that memorializes the basis for such decision; and
|
|
5)
|
a copy of each written request from a client, and response to the client, for information on how PanAgora voted the client’s proxies.
|
I.
|
Introduction
|
II.
|
Statement of Policies and Procedures
|
III.
|
Responsibility and Oversight
|
IV.
|
Procedures
|
|
A.
|
Client Direction. TWI, when the advisory contract calls for it, will vote as instructed by the client.
|
|
B.
|
Process of Voting Proxies.
|
|
1.
|
Obtain Proxy. Registered owners of record, e.g. the trustee or custodian bank, that receive proxy materials from the issuer or its information agent, or an ERISA plan are instructed to sign the proxy in blank and forward it directly to the proxy administrator, a specified member of the proxy committee, or a voting delegate.
|
|
2.
|
Match. Each proxy received is matched to the securities to be voted and a reminder is sent to any custodian or trustee that has not forwarded the proxies within a reasonable time.
|
|
3.
|
Categorize. Review and categorize proxies according to issues and the proposing parties.
|
|
4.
|
Conflicts of Interest. Each proxy is reviewed by the proxy administrator to assess the extent to which there may be a material conflict between the adviser’s interests and those of the client. In the event that a material conflict arises, TWI will disclose the conflict to clients and obtain their consents before voting
|
|
5.
|
Vote. The proxy administrator will vote the proxy in accordance with the firm’s policies and procedures and return the voted proxy to the issuer or its information agent.
|
|
6.
|
Review. A review should be made to ensure that materials are received in a timely manner.
|
|
a.
|
The proxy administrator will periodically reconcile proxies received against holdings on the record date of client accounts over which TWI has voting authority to ensure that all shares held on the record date, and for which a voting obligation exists, are voted.
|
|
C.
|
Recordkeeping. This section sets forth procedures for documenting proxy votes.
|
I.
|
Management Proposals
|
|
A.
|
Routine Matters/Corporate Administrative Items. The policy of TWI generally is to support the nominees to the board of the directors so long as the nominees have shown responsibility to the welfare of the shareholders. We typically support managements’ choice of auditors.
|
|
B.
|
Cumulative Voting. TWI will reject any proposal to dismantle cumulative voting provisions.
|
|
C.
|
Stock Authorizations: Common & Blank Check Preferred.
|
|
D.
|
Changes in Voting Rights. TWI recognizes the voting rights of its common stock holdings to be valuable assets. We will support all one-share-one-vote provisions and will resist any proposals that would dilute the voting power of our clients’ shares.
|
|
E.
|
Stock Option Plans and Employee Compensation.
|
|
F.
|
Mergers/Acquisitions. Our stated policy objective would lead us to accept any management proposal to merge with another firm so long as the bid price is a notable premium over the trading price, and assuming no attractive bid from a third party is forthcoming.
|
|
G.
|
Classified Board. TWI will vote to oppose the institution of a classified board and will vote in favor of its repeal wherever they have already been installed.
|
|
H.
|
Director & Officer Liability and Indemnification. Although such provisions can serve to entrench management by making them immune from personal accountability, TWI generally will support these provisions. Given the current highly litigious environment it may be necessary to provide this kind of protection in order to attract good managers and directors. We may, however, vote against such measures if they are accompanied by a number of anti-takeover defenses and/or in those cases where we favor a potential acquirer in a challenge for corporate control.
|
|
I.
|
Fair Price Provisions. We feel that the shareholders themselves are the best judges of what is and what is not a “fair price” for their shares. Accordingly, TWI must vote against such provisions and support any proposition that would eliminate them.
|
|
J.
|
Other Proposals. We will judge each proposal on a case by case basis. In deciding how to vote we will refer to our general guidelines statement. When we invest in a firm, we feel that the firm is generally well managed. We define this as working to achieve the best return for their stockholders.
|
II.
|
Shareholder Proposals
|
|
A.
|
Confidential Voting. It is the opinion of TWI that the cost of installing confidential voting is small compared to the gains. As the goal of TWI is to pursue the economic interests of our clients, it is also our policy to vote in support of confidential voting.
|
|
B.
|
Cumulative Voting. Our policy is, therefore, to generally vote in favor of cumulative voting provisions and to oppose their removal.
|
|
C.
|
Equal Access to the Proxy Statement. We support equal access to the proxy material and vote against any proposal that would curtail this access.
|
|
D.
|
Anti-Greenmail. As the payment of greenmail has been found to have a negative effect on the market price of the company’s shares, it is our policy to reject this discriminatory payment to a single shareholder.
|
|
E.
|
Restore Preemptive Rights. It is the opinion of TWI that the restoration of preemptive rights may not be in the best interest of our clients. It is possible to preserve one’s proportionate ownership in a firm without preemptive rights and the restoration of these rights may well have an adverse effect on the firms fund raising ability.
|
|
F.
|
Repeal Classified Board. For reasons outline under Management Proposals above, TWI generally supports any proposal that would end a classified board scheme in any of the firms in which it holds stock.
|
|
G.
|
Amend Supermajority Rule. TWI feels that poison pill plans act to reduce share value and, therefore, any proposal that would weaken or reduce the poison pill generally will be supported.
|
|
H.
|
Opt Out of State Takeover Laws. We conclude that state takeover laws serve to entrench management and to inhibit the full market valuation of the adopting firm’s shares. We must, therefore, vote to opt out this restriction whenever it appears.
|
|
I.
|
Minimum Stock Ownership. Our general policy guidelines would lead us to review each case by itself when making voting decisions regarding minimum stock ownership or directors.
|
|
J.
|
Social/Political Issues. Our fiduciary responsibilities direct us to work to achieve maximization of portfolio values. We cannot use our proxy voting prerogative to affect the goals of private groups or individuals at the economic expense of our clients and would therefore typically vote against such proposals.
|
|
K.
|
Recommendation to Redeem Poison Pill (Shareholders Rights). Since poison pill plans usually have onerous effects on share value, we generally will vote to reject all existing forms of poison pill plans.
|
|
L.
|
Require Shareholder Approval of Any Targeted Share Placement. In so far as management’s unrestrained capacity to perform a targeted share placement serves to entrench management and inhibit the full valuation of the clients’ shares, TWI will vote for any carefully written proposals that would allow shareholders a vote on such a placement.
|
|
M.
|
Disclose Government Service, Disclose Employee or Director Compensation. It is our policy to generally abstain or to reject such proposals.
|
|
N.
|
Securities Litigation. The filing of Proof of Claims for class action lawsuits is not one of the services which Thomas White International typically provides to clients. Thomas White will forward any materials received regarding class action lawsuits and bankruptcies to the client at their address of record.
|
|
•
|
the direction and guidance, if any, provided by the document establishing the account relationship
|
|
•
|
principles of fiduciary law and Rule 206(4)-6 under the Investment Advisers Act of 1940, as amended. Both require Victory to act in the best interests of the account. In voting such stock, Victory will exercise the care, skill, prudence, and diligence a prudent person would use, considering the aims, objectives, and guidance provided by the documents governing the account.
|
|
•
|
reasonable efforts will be made to monitor and keep abreast of corporate actions
|
|
•
|
all stock, whether by proxy or in person, will be voted, provided there is sufficient time and information available
|
|
•
|
a written record of such voting will be kept by Victory or its designated affiliate
|
|
•
|
Non-routine proposals not covered by the Guidelines or involving other special circumstances will be evaluated on a case-by-case basis with input from the appropriate Victory analyst(s) or portfolio manager(s), as applicable, subject to review by an attorney within Victory’s law group and a member of senior management.
|
|
•
|
the Proxy and Corporate Activities Committee (the “Proxy Committee”) will supervise the voting of client securities. In all cases, the ultimate voting decision and responsibility rests with the members of the Proxy Committee.
|
|
•
|
Vote the proxy in accordance with the Proxy Voting Guidelines unless such guidelines are judged by the Proxy Committee to be inapplicable to the proxy matter at issue
|
|
•
|
In the event that the Proxy Voting Guidelines are inapplicable, determine whether a vote for, or against, the proxy is in the best interest of the client’s account
|
|
•
|
Document the nature of the conflict and the rationale for the recommended vote
|
|
•
|
Solicit the opinions of Victory’s Chief Compliance Officer, and if necessary Key Private Bank’s Chief Fiduciary Officer, or their designee, or consult an internal or external, independent adviser
|
|
•
|
If a member of the Proxy Committee has a conflict (e.g. – family member on board of company) –he/she will not vote (or recluse themselves from voting).
|
|
•
|
Report to the Victory Capital Management Board any proxy votes that took place with a material conflict situation present, including the nature of the conflict and the basis or rationale for the voting decision made. Such a report should be given at the next scheduled Board Meeting or other appropriate timeframe as determined by the Board.
|
THE FUND
|
2
|
INVESTMENT POLICIES AND RISKS
|
2
|
DISCLOSURE OF PORTFOLIO HOLDINGS
|
7
|
INVESTMENT RESTRICTIONS
|
8
|
DIRECTORS AND OFFICERS
|
9
|
PRINCIPAL HOLDERS OF SECURITIES
|
16
|
INVESTMENT ADVISORY AND OTHER SERVICES
|
17
|
CODE OF ETHICS
|
23
|
PROXY VOTING POLICY AND PROCEDURES
|
24
|
PORTFOLIO TRANSACTIONS
|
25
|
NET ASSET VALUE
|
26
|
PURCHASE AND REDEMPTION OF SHARES
|
27
|
DIVIDENDS, DISTRIBUTIONS AND FEDERAL INCOME TAXES
|
28
|
OTHER INFORMATION
|
31
|
FINANCIAL STATEMENTS
|
32
|
|
1.
|
Invest in commodities, except that the Fund may purchase and sell options, forward contracts, and futures contracts, including those relating to indices, and options on futures contracts or indices.
|
|
2.
|
Purchase, hold or deal in real estate or oil, gas or other mineral leases or exploration or development programs, but the Fund may purchase and sell securities that are secured by real estate or issued by companies that invest or deal in real estate.
|
|
3.
|
Borrow money, except for temporary or emergency (not leveraging) purposes in an amount up to 33 1/3% of the value of the Fund’s total assets (including the amount borrowed) based on the lesser of cost or market, less liabilities (not including the amount borrowed) at the time the borrowing is made. When borrowings exceed 5% of the value of the Fund’s total assets, the Fund will not make any additional investments. For purposes of this investment restriction, the entry into options, forward contracts, or futures contracts, including those relating to indices and options on futures contracts or indices, will not constitute borrowing.
|
|
4.
|
Make loans to others, except through the purchase of debt obligations and entry into repurchase agreements. However, the Fund may lend its portfolio securities in an amount not to exceed 33 1/3% of the value of its total assets, including collateral received for such loans. Any loans of portfolio securities will be made according to guidelines established by the SEC and the Board.
|
|
5.
|
Act as an underwriter of securities of other issuers, except to the extent the Fund may be deemed an underwriter under the Securities Act of 1933, as amended, by virtue of disposing of portfolio securities.
|
|
6.
|
Invest more than 25% of its assets in the securities of issuers in any single industry, provided there will be no limitation on the purchase of obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities.
|
|
7.
|
Invest more than 5% of its assets in the obligations of any single issuer, except that up to 25% of the value of the Fund’s total assets may be invested, and securities issued or guaranteed by the U.S. government, or its agencies or instrumentalities may be purchased, without regard to any such limitation.
|
|
8.
|
With respect to 75% of the Fund’s assets, hold more than 10% of the outstanding voting securities of any single issuer.
|
|
9.
|
Issue any senior security (as defined in Section 18(f) of the 1940 Act), except to the extent that the activities permitted in investment restrictions No. 1 and 3 may be deemed to give rise to a senior security.
|
|
1.
|
Invest in the securities of a company for the purpose of exercising management or control, but the Fund will vote the securities it owns in its portfolio as a shareholder in accordance with its views.
|
|
2.
|
Enter into repurchase agreements providing for settlement in more than seven days after notice or purchase securities which are illiquid, if, in the aggregate, more than 15% of the value of the Fund’s net assets would be so invested.
|
|
3.
|
Purchase securities of other investment companies, except to the extent permitted under the 1940 Act or those received as part of a merger or consolidation.
|
OFFICERS
|
|||||
Jason Schwarz, 38
|
President
|
Since 2012
|
Managing Director, Wilshire Associates Incorporated (Since 2005); Head of Wilshire Funds Management’s Client Service, Sales, Marketing and Distribution functions (Since 2005).
|
N/A
|
N/A
|
Helen Webb-Thompson, 44
|
Chief Compliance Officer
Vice President
|
Since 2013
Since 2008
|
Managing Director, Wilshire Associates Incorporated. (Since 2003); Associate Director, First Quadrant, L.P. (Since 2003); Chief Investment Accountant, Financial Controller, Company Secretary, Associate Director, Compliance Officer (1996 to 2003), First Quadrant Limited
|
N/A
|
N/A
|
Reena S. Lalji, 41
|
Secretary
|
Since 2009
|
Managing Director and General Counsel, Wilshire Associates Incorporated (Since 2009); Senior Counsel, Royal Bank of Canada (2003 to 2008)
|
N/A
|
N/A
|
Nathan R. Palmer, 36
|
Vice President
|
Since 2011
|
Vice President, Wilshire Funds Management (Since 2011); Senior Investment Management Associate, Convergent Wealth Advisors (2009 to 2010); Director of Public Markets, Investment Office, California Institute of Technology (2008 to 2009). Treasury Manager, Retirement Investments, Intel Corporation (2004 to 2008)
|
N/A
|
N/A
|
James E. St. Aubin, 35
|
Vice President
|
Since 2009
|
Senior Portfolio Manager in Wilshire’s Funds Management Group (Since 2008); Senior Consultant at Ibbotson Associates – a division Morningstar Inc. (2004 to 2008)
|
N/A
|
N/A
|
Michael Wauters, 47
|
Treasurer
|
Since 2009
|
Chief Financial Officer (Since 2012), Controller (2009 to 2012), Wilshire Associates Incorporated; Assistant Vice President- Financial Operations, Pacific Life Insurance Company (2000 to 2009)
|
N/A
|
N/A
|
(1)
|
Each Director serves until the next shareholders’ meeting (and until the election and qualification of a successor), or until death, resignation, removal or retirement which takes effect no later than May 1 following his or her 70th birthday. Officers are elected by the board on an annual basis to serve until their successors have been elected and qualified.
|
(2)
|
Mr. Zhang is an interested Director due to his positions at Wilshire.
|
Name of Director
|
Dollar Range of Equity Securities in the Index Fund
|
Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen by Director within the Family of Investment Companies
|
Margaret M. Cannella
|
None
|
None
|
Roger A. Formisano
|
None
|
None
|
Edward Gubman
|
None
|
None
|
Suanne K. Luhn
|
None
|
$10,001 – 50,000
|
George J. Zock
|
$1 – 10,000
|
$1 – 10,000
|
Name of Director
|
Dollar Range of Equity Securities in the Index Fund
|
Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen by Director within the Family of Investment Companies
|
Victor Zhang
|
None
|
None
|
Trustee
|
Aggregate Compensation From the Company
|
Pension Retirement Benefits Accrued as Part of Company Expenses
|
Estimated Annual
Benefits Upon
Retirement
|
Total Compensation from the Company and the Fund Complex*
|
Margaret M. Cannella
|
$13,877
|
N/A
|
N/A
|
$30,167
|
Roger A. Formisano
|
$14,030
|
N/A
|
N/A
|
$30,500
|
Edward Gubman
|
$13,723
|
N/A
|
N/A
|
$29,833
|
Suanne K. Luhn
|
$12,190
|
N/A
|
N/A
|
$26,500
|
George J. Zock
|
$19,550
|
N/A
|
N/A
|
$42,500
|
*
|
This is the total amount compensated to the Director for his or her service on the Board and the board of any other investment company in the fund complex. “Fund Complex” means two or more registered investment companies that hold themselves out as related companies for purposes of investment and investor services, or have a common investment adviser or are advised by affiliated investment advisers.
|
Shareholders
|
Percentage Owned
|
DST Systems Inc
|
24.93%
|
Output Audit Acct
|
|
Attn Wilshire Funds CRM Team
|
|
430 W 7th St
|
|
Kansas City, MO 64105-1407
|
|
DST Systems Inc
|
24.94%
|
Output Audit Account
|
|
Attn Wilshire Funds CRM Team
|
|
430 W 7th St
|
|
Kansas City, MO 64105-1407
|
|
SEI Private Trust Company Cust
|
24.94%
|
IRA A/C DST IRA Audit Acct
|
|
Attn Wilshire Funds CRM Team
|
|
430 W 7th St
|
|
Kansas City, MO 64105-1407
|
Shareholders
|
Percentage Owned
|
SEI Private Trust Company Cust
|
25.20%
|
IRA A/C DST IRA Audit Acct
|
|
Attn Wilshire Funds CRM Team
|
|
430 W 7th St
|
|
Kansas City, MO 64105-1407
|
|
Advisory Fee Paid
|
% of Average Net Assets
|
2010
|
$155,101
|
0.10%
|
2011
|
$160,411
|
0.10%
|
2012
|
$160,525
|
0.10%
|
|
Subadvisory Fee Paid
|
% of Average Net Assets
|
2010
|
$106,153
|
0.05%
|
2011
|
$73,830
|
0.05%
|
2012
|
$64,386
|
0.04%
|
Type of Accounts*
|
Total # of Accounts Managed
|
Total Assets (millions)
|
# of Accounts Managed With Performance Based Advisory Fee
|
Total Assets With Performance-Based Advisory Fee (millions)
|
Registered Investment Companies
|
13
|
$2,974
|
1
|
$1,400
|
Other Pooled Investment Vehicles
|
4
|
$1,250
|
3
|
$1,123
|
Other Accounts
|
27
|
$5,920
|
6
|
$3,683
|
|
•
|
Quality of overall execution services provided by the broker/dealer;
|
|
•
|
Promptness and accuracy of electronic execution reports;
|
|
•
|
Ability and willingness to promptly resolve and correct errors;
|
|
•
|
Ability to commit capital to facilitate principal transactions;
|
|
•
|
Specific expertise the broker/dealer may have in executing trades for the particular type of security or basket of securities;
|
|
•
|
Quality of electronic and algorithmic trading strategies;
|
|
•
|
Participation in client commission recapture programs; and
|
|
•
|
Willingness to accrue and pay for approved soft dollar products
|
|
Administration Fees
|
January 1, 2010 – December 31, 2010
|
$108,571
|
January 1, 2011 – December 31, 2011
|
$112,287
|
January 1, 2012 – December 31, 2012
|
$112,367
|
|
Distribution Fees
|
January 1, 2010 – December 31, 2010
|
$261,349
|
January 1, 2011 – December 31, 2011
|
$267,304
|
January 1, 2012 – December 31, 2012
|
$262,935
|
|
Printing
|
Advertising
|
Compensation to Brokers-Dealers
|
Compensation to Sales Personnel
|
Other
|
Reimbursement
|
Total
|
2012
|
$0
|
$0
|
$0
|
$0
|
$0
|
$0
|
$0
|
Brokers or Dealers
|
Market Value
|
JP Morgan Chase Bank
|
$1,816,357
|
CitiGroup
|
$1,259,590
|
Goldman Sachs
|
$631,422
|
Bank of New York
|
$306,164
|
Morgan Stanley
|
$295,404
|
Expiring December 31,
|
|||
2013
|
2016
|
2017
|
2018
|
$108,266
|
$9,735,193
|
$30,139,484
|
$2,464
|
THE FUND
|
2
|
INVESTMENT POLICIES AND RISKS
|
2
|
DISCLOSURE OF PORTFOLIO HOLDINGS
|
7
|
INVESTMENT RESTRICTIONS
|
8
|
DIRECTORS AND OFFICERS
|
9
|
PRINCIPAL HOLDERS OF SECURITIES
|
15
|
INVESTMENT ADVISORY AND OTHER SERVICES
|
16
|
CODE OF ETHICS
|
22
|
PROXY VOTING POLICY AND PROCEDURES
|
23
|
PORTFOLIO TRANSACTIONS
|
24
|
NET ASSET VALUE
|
25
|
PURCHASE AND REDEMPTION OF SHARES
|
26
|
DIVIDENDS, DISTRIBUTIONS AND FEDERAL INCOME TAXES
|
27
|
OTHER INFORMATION
|
31
|
FINANCIAL STATEMENTS
|
32
|
|
1.
|
Invest in commodities, except that the Fund may purchase and sell options, forward contracts, and futures contracts, including those relating to indices, and options on futures contracts or indices.
|
|
2.
|
Purchase, hold or deal in real estate or oil, gas or other mineral leases or exploration or development programs, but the Fund may purchase and sell securities that are secured by real estate or issued by companies that invest or deal in real estate.
|
|
3.
|
Borrow money, except for temporary or emergency (not leveraging) purposes in an amount up to 33 1/3% of the value of the Fund’s total assets (including the amount borrowed) based on the lesser of cost or market, less liabilities (not including the amount borrowed) at the time the borrowing is made. When borrowings exceed 5% of the value of the Fund’s total assets, the Fund will not make any additional investments. For purposes of this investment restriction, the entry into options, forward contracts, or futures contracts, including those relating to indices and options on futures contracts or indices, will not constitute borrowing.
|
|
4.
|
Make loans to others, except through the purchase of debt obligations and entry into repurchase agreements. However, the Fund may lend its portfolio securities in an amount not to exceed 33 1/3% of the value of its total assets, including collateral received for such loans. Any loans of portfolio securities will be made according to guidelines established by the SEC and the Board.
|
|
5.
|
Act as an underwriter of securities of other issuers, except to the extent the Fund may be deemed an underwriter under the Securities Act of 1933, as amended, by virtue of disposing of portfolio securities.
|
|
6.
|
Invest more than 25% of its assets in the securities of issuers in any single industry, provided there will be no limitation on the purchase of obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities.
|
|
7.
|
Invest more than 5% of its assets in the obligations of any single issuer, except that up to 25% of the value of the Fund’s total assets may be invested, and securities issued or guaranteed by the U.S. government, or its agencies or instrumentalities may be purchased, without regard to any such limitation.
|
|
8.
|
With respect to 75% of the Fund’s assets, hold more than 10% of the outstanding voting securities of any single issuer.
|
|
9.
|
Issue any senior security (as defined in Section 18(f) of the 1940 Act), except to the extent that the activities permitted in investment restrictions No. 1 and 3 may be deemed to give rise to a senior security.
|
|
1.
|
Invest in the securities of a company for the purpose of exercising management or control, but the Fund will vote the securities it owns in its portfolio as a shareholder in accordance with its views.
|
|
2.
|
Enter into repurchase agreements providing for settlement in more than seven days after notice or purchase securities which are illiquid, if, in the aggregate, more than 15% of the value of the Fund’s net assets would be so invested.
|
|
3.
|
Purchase securities of other investment companies, except to the extent permitted under the 1940 Act or those received as part of a merger or consolidation.
|
Roger A. Formisano, 64
|
Director
|
Since 2002
|
Vice President, University Medical Foundation, (2006 to Present); formerly Director, The Center for Leadership and Applied Business, UW-Madison School of Business; Principal, R.A. Formisano & Company, LLC
|
15
|
Integrity Mutual Insurance Company, Unity Health Insurance Company, Wilshire Variable Insurance Trust (9 Funds)
|
Edward Gubman, 61
|
Director
|
Since 2011
|
Founder and Principal, Strategic Talent Solutions (2004 to Present); Consultant, Gubman Consulting (2001 to 2003); Account Manager and Global Practice Leader, Hewitt Associates (1983 to 2000)
|
15
|
Wilshire Variable Insurance Trust (9 Funds)
|
Suanne K. Luhn, 58
|
Director
|
Since 2008
|
Retired; formerly Chief Compliance Officer, Bahl & Gaynor (investment adviser) (1990 to 2006)
|
15
|
Wilshire Variable Insurance Trust (9 Funds)
|
George J. Zock, 62
|
Director, Chairperson of the Board
|
Since 2006
|
Independent Consultant; Consultant, Horace Mann Service Corporation (2004 to 2005); Executive Vice President, Horace Mann Life Insurance Company and Horace Mann Service Corporation (1997 to 2003)
|
15
|
Wilshire Variable Insurance Trust (9 Funds)
|
INTERESTED DIRECTOR
|
|||||
Victor Zhang, 40
(2)
|
Director
Vice President
|
Since 2012
Since 2009
|
President, (Since 2012); Chief Investment Officer of Wilshire Funds Management, Chairman of Investment Committee, Wilshire Associates Incorporated (Since 2006); Director of Investments, Harris myCFO LLC (2001 to 2006)
|
6
|
N/A
|
OFFICERS
|
|||||
Jason Schwarz, 38
|
President
|
Since 2012
|
Managing Director, Wilshire Associates Incorporated (Since 2005); Head of Wilshire Funds Management’s Client Service, Sales, Marketing and Distribution functions (Since 2005).
|
N/A
|
N/A
|
Helen Webb-Thompson, 44
|
Chief Compliance Officer
Vice President
|
Since 2013
Since 2008
|
Managing Director, Wilshire Associates Incorporated (Since 2003); Associate Director, First Quadrant, L.P. (2001 to 2003); Chief Investment Accountant, Financial Controller, Company Secretary, Associate Director, Compliance Officer (1996 to 2003), First Quadrant Limited
|
N/A
|
N/A
|
Reena S. Lalji, 41
|
Secretary
|
Since 2009
|
Managing Director and General Counsel, Wilshire Associates Incorporated (Since 2009); Senior Counsel, Royal Bank of Canada (2003 to 2008)
|
N/A
|
N/A
|
Nathan R. Palmer, 36
|
Vice President
|
Since 2011
|
Vice President, Wilshire Funds Management (Since 2011); Senior Investment Management Associate, Convergent Wealth Advisors (2009 to 2010); Director of Public Markets, Investment Office, California Institute of Technology (2008 to 2009). Treasury Manager, Retirement Investments, Intel Corporation (2004 to 2008)
|
N/A
|
N/A
|
James E. St. Aubin, 35
|
Vice President
|
Since 2009
|
Senior Portfolio Manager in Wilshire’s Funds Management Group (Since 2008); Senior Consultant at Ibbotson Associates – a division Morningstar Inc. (2004 to 2008)
|
N/A
|
N/A
|
Michael Wauters, 47
|
Treasurer
|
Since 2009
|
Chief Financial Officer (Since 2012), Controller (2009 to 2012), Wilshire Associates Incorporated; Assistant Vice President- Financial Operations, Pacific Life Insurance Company (2000 to 2009)
|
N/A
|
N/A
|
(1)
|
Each Director serves until the next shareholders’ meeting (and until the election and qualification of a successor), or until death, resignation, removal or retirement which takes effect no later than May 1 following his or her 70th birthday. Officers are elected by the board on an annual basis to serve until their successors have been elected and qualified.
|
(2)
|
Mr. Zhang is an interested Director due to his positions at Wilshire.
|
Name of Director
|
Dollar Range of Equity Securities in the Index Fund
|
Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen by Director within the Family of Investment Companies
|
Margaret M. Cannella
|
None
|
None
|
Roger A. Formisano
|
None
|
None
|
Edward Gubman
|
None
|
None
|
Suanne K. Luhn
|
None
|
$10,001 – 50,000
|
George J. Zock
|
$1 – 10,000
|
$1 – 10,000
|
Name of Director
|
Dollar Range of Equity Securities in the Index Fund
|
Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen by Director within the Family of Investment Companies
|
Victor Zhang
|
None
|
None
|
Trustee
|
Aggregate Compensation From the Company
|
Pension Retirement Benefits Accrued as Part of Company Expenses
|
Estimated Annual
Benefits Upon
Retirement
|
Total Compensation from the Company and the Fund Complex*
|
Margaret M. Cannella
|
$13,877 |
N/A
|
N/A
|
$30,167 |
Roger A. Formisano
|
$14,030 |
N/A
|
N/A
|
$30,500 |
Edward Gubman
|
$13,723 |
N/A
|
N/A
|
$29,833 |
Suanne K. Luhn
|
$12,190 |
N/A
|
N/A
|
$26,500 |
George J. Zock
|
$19,550 |
N/A
|
N/A
|
$42,500 |
*
|
This is the total amount compensated to the Director for his or her service on the Board and the board of any other investment company in the fund complex. “Fund Complex” means two or more registered investment companies that hold themselves out as related companies for purposes of investment and investor services, or have a common investment adviser or are advised by affiliated investment advisers.
|
Shareholders
|
Percentage Owned
|
Harry H. Bearse
|
9.53%
|
42747 Matthew Dr.
|
|
Sterling Heights, MI 48313-2656
|
|
|
|
Peter G. Yelick
|
10.46%
|
13755 Halleck Dr.
|
|
Sterling Heights, MI 48313-4235
|
|
|
Advisory Fee Paid
|
% of Average Net Assets
|
2010
|
$155,101
|
0.10%
|
2011
|
$160,411
|
0.10%
|
2012
|
$160,525
|
0.10%
|
|
Subadvisory Fee Paid
|
% of Average Net Assets
|
2010
|
$106,153
|
0.05%
|
2011
|
$73,830
|
0.05%
|
2012
|
$64,386
|
0.04%
|
Type of Accounts
|
Total # of Accounts Managed
|
Total Assets (millions)
|
# of Accounts Managed With Performance Based Advisory Fee
|
Total Assets With Performance-Based Advisory Fee (millions)
|
Registered Investment Companies
|
13
|
$2,974
|
1
|
$1,400
|
Other Pooled Investment Vehicles
|
4
|
$1,250
|
3
|
$1,123
|
Other Accounts
|
27
|
$5,920
|
6
|
$3,683
|
|
•
|
Quality of overall execution services provided by the broker/dealer;
|
|
•
|
Promptness and accuracy of electronic execution reports;
|
|
•
|
Ability and willingness to promptly resolve and correct errors;
|
|
•
|
Ability to commit capital to facilitate principal transactions;
|
|
•
|
Specific expertise the broker/dealer may have in executing trades for the particular type of security or basket of securities;
|
|
•
|
Quality of electronic and algorithmic trading strategies;
|
|
•
|
Participation in client commission recapture programs; and
|
|
•
|
Willingness to accrue and pay for approved soft dollar products
|
|
Administration Fees
|
January 1, 2010 – December 31, 2010
|
$108,571
|
January 1, 2011 – December 31, 2011
|
$112,287
|
January 1, 2012 – December 31, 2012
|
$112,367
|
|
Distribution Fees
|
January 1, 2010 – December 31, 2010
|
$261,349
|
January 1, 2011 – December 31, 2011
|
$267,304
|
January 1, 2012 – December 31, 2012
|
$262,935
|
|
Printing
|
Compensation to Brokers-Dealers
|
Compensation to Sales Personnel
|
Other
|
Total
|
2012
|
$0
|
$3,503
|
$0
|
$0
|
$3,503
|
Brokers or Dealers
|
Market Value
|
JP Morgan Chase Bank
|
$1,816,357
|
Citigroup
|
$1,259,590
|
Goldman Sachs
|
$631,422
|
Bank of New York
|
$306,164
|
Morgan Stanley
|
$295,404
|
Expiring December 31,
|
|||
2013
|
2016
|
2017
|
2018
|
$108,266
|
$9,735,193
|
$30,139,484
|
$2,464
|
1 Year Security Federal (PK) Chart |
1 Month Security Federal (PK) Chart |
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