497 1 d705830d497.htm GUGGENHEIM RISK MANAGED REAL ESTATE FUND (DATED APRIL 7, 2014) Guggenheim Risk Managed Real Estate Fund (dated April 7, 2014)

GUGGENHEIM FUNDS TRUST

Supplement dated April 7, 2014 to the Currently Effective Statement of Additional Information (“SAI”)

for the Guggenheim Risk Managed Real Estate Fund

(the “Fund”)

This supplement provides new and additional information beyond that contained in the SAI and should be read in conjunction with the SAI.

Effective immediately, the section titled “Management of the Fund” is deleted and replaced in its entirety with the following:

MANAGEMENT OF THE FUND

 

Trustees and Officers

Oversight of the management and affairs of the Trust, including general supervision of the duties performed by Guggenheim Partners Investment Management, LLC (the “Investment Manager”) for the Fund under the Investment Management Agreement, is the responsibility of the Board of Trustees (the “Board”). Among other things, the Board considers the approval of contracts, described herein, under which certain companies provide essential management and administrative services to the Trust. Once the contracts are approved, the Board monitors the level and quality of services. Annually, the Board evaluates the services received under the contracts by receiving reports covering, among other things, investment performance, administrative services and the Investment Manager’s profitability in order to determine whether to continue existing contracts or negotiate new contracts.

On November 11, 2013, the Board of Trustees, and at special meetings of shareholders held in January 2014, shareholders of different registered investment companies, including Security Equity Fund (the “Predecessor Corporation”), one of the predecessor entities to the Trust, elected the following individuals, each of whom serves as a Trustee on the Board of Trustees of certain closed-end funds and exchange-traded funds advised by Guggenheim Funds Investment Advisors, LLC, an affiliate of the Investment Manager, to serve as Trustees: Randall C. Barnes, Roman Friedrich III, Robert B. Karn III, Ronald A. Nyberg and Ronald E. Toupin, Jr. The term of the aforementioned Trustees began on April 3, 2014.

The Board currently has 9 Trustees, 8 of whom have no affiliation or business connection with the Investment Manager, the Distributor or any of their affiliated persons and do not own any stock or other securities issued by the Investment Manager or the Distributor. These are the “non-interested” or “independent” Trustees (“Independent Trustees”). Mr. Donald C. Cacciapaglia is an “interested person” (as defined in section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”)) (“Interested Trustee”) of the Trust because of his position with the parent of the Investment Manager.

The Trustees of the Trust, their term of office and length of time served, their principal business occupations during the past five years, the number of portfolios in the Guggenheim Funds Group fund complex (“Fund Complex”) overseen by each Trustee, and other directorships, if any, held by the Trustee are shown below. The “Fund Complex” includes all closed- and open-end funds (including all of their portfolios) and exchange-traded funds advised by the Investment Manager and any funds that have an investment adviser or servicing agent that is an affiliated person of the Investment Manager. The Fund Complex is comprised of 13 closed-end funds, 59 exchange-traded funds and 147 open-end funds advised or serviced by the Investment Manager or its affiliates.


Name, Address* and Year

of Birth of Trustees

  

Position (s)

Held with

Trust

  

Term of

Office and

Length of

Time Served**

  

Principal Occupation(s) During

Past 5 Years

  

Number of

Portfolios in

Fund

Complex

Overseen by

Trustee

  

Other Directorships
Held by Trustees

Independent Trustees

Randall C. Barnes

 

(1951)

   Trustee    Since 2014   

Current: Private Investor (2001-present).

 

Former: Senior Vice President and Treasurer, PepsiCo, Inc. (1993-1997); President, Pizza Hut International (1991-1993); Senior Vice President, Strategic Planning and New Business Development, PepsiCo, Inc. (1987-1990).

   86    None.

Donald A. Chubb, Jr.

 

(1946)

   Trustee and Vice Chairman of the Board    Since 1994    Current: Business broker and manager of commercial real estate, Griffith & Blair, Inc. (1997-present).    82    None.

Jerry B. Farley

 

(1946)

   Trustee and Vice Chairman of the Audit Committee    Since 2005    Current: President, Washburn University (1997-present).    82    Current: Westar Energy, Inc. (2004-present); CoreFirst Bank & Trust (2000-present).

Roman Friedrich III

 

(1946)

   Trustee and Chairman of the Contracts Review Committee    Since 2014   

Current: Founder and President, Roman Friedrich & Company (1998-present).

 

Former: Senior Managing Director, MLV & Co. LLC (2010-2011).

   82   

Current: Mercator Minerals Ltd. (2013-present); First Americas Gold Corp. (2012-present); Zincore Metals, Inc. (2009-present).

 

Former: Blue Sky Uranium Corp. (2011-2012); Axiom Gold and Silver Corp. (2011-2012); Stratagold Corp. (2003-2009); GFM Resources Ltd. (2005-2010).

Robert B. Karn III

 

(1942)

   Trustee and Chairman of the Audit Committee    Since 2014   

Current: Consultant (1998-present).

 

Former: Arthur Andersen (1965-1997) and Managing Partner, Financial and Economic Consulting, St. Louis office (1987-1997).

   82    Current: Peabody Energy Company (2003-present); GP Natural Resource Partners, LLC (2002- present).

 

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Ronald A. Nyberg

 

(1953)

   Trustee and Chairman of the Nominating and Governance Committee    Since 2014   

Current: Partner, Nyberg & Cassioppi, LLC (2000-present).

 

Former: Executive Vice President, General Counsel, and Corporate Secretary, Van Kampen Investments (1982-1999).

   88    None.

Maynard F. Oliverius

 

(1943)

   Trustee and Vice Chairman of the Contracts Review Committee    Since 1998   

Retired.

 

Former: President and CEO, Stormont-Vail HealthCare (1996-2012).

   82    None.

Ronald E. Toupin, Jr.

 

(1958)

   Trustee and Chairman of the Board    Since 2014   

Current: Portfolio Consultant (2010-present).

 

Former: Vice President, Manager and Portfolio Manager, Nuveen Asset Management (1998-1999); Vice President, Nuveen Investment Advisory Corp. (1992-1999); Vice President and Manager, Nuveen Unit Investment Trusts (1991-1999); and Assistant Vice President and Portfolio Manager, Nuveen Unit Investment Trusts (1988-1999), each of John Nuveen & Co., Inc. (1982-1999).

   85    Former: Bennett Group of Funds (2011-2013).

Interested Trustee

Donald C. Cacciapaglia

 

(1951)

   President, Chief Executive Officer and Trustee    Since 2012   

Current: President and CEO, certain other funds in the Fund Complex (2012-present); Vice Chairman, Guggenheim Investments (2010-present).

 

Former: Chairman and CEO, Channel Capital Group, Inc. (2002-2010).

   214    Current: Delaware Life (2013-present); Guggenheim Life and Annuity Company (2011-present); Paragon Life Insurance Company of Indiana (2011-present).

 

* The business address of each Trustee is c/o Guggenheim Investments, 805 King Farm Boulevard, Suite 600, Rockville, Maryland 20850.
** Each Trustee serves an indefinite term, until his successor is elected and qualified. Time served includes time served in the respective position for the Predecessor Corporation.

The executive officers of the Trust who are not Trustees, length of time served, and principal business occupations during the past five years are shown below.

 

Name, Address* and Year

of Birth of the Officers

  

Position(s)

held with

the Trust

  

Term of

Office and

Length of

Time Served**

  

Principal Occupation(s) during the Past 5 Years

Joseph M. Arruda

   Assistant Treasurer    Since 2010    Current: Assistant Treasurer, certain other funds in the Fund Complex (2006-present); Vice President, Security Investors, LLC (2010-present); CFO and

 

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Name, Address* and Year

of Birth of the Officers

  

Position(s)

held with

the Trust

  

Term of

Office and

Length of

Time Served**

  

Principal Occupation(s) during the Past 5 Years

(1966)         

Manager, Guggenheim Specialized Products, LLC (2009-present).

 

Former: Vice President, Security Global Investors, LLC (2010-2011); Vice President, Rydex Advisors, LLC (2010); Vice President, Rydex Advisors II, LLC (2010).

William H. Belden, III

 

(1965)

   Vice President    Since 2014   

Current: Vice President, certain other funds in the Fund Complex (2006-present); Managing Director, Guggenheim Funds Investment Advisors, LLC (2005-present).

 

Former: Vice President of Management, Northern Trust Global Investments (1999-2005).

Mark J. Furjanic

 

(1959)

   Assistant Treasurer    Since 2014   

Current: Vice President, Guggenheim Investments (2005-present); Assistant Treasurer, certain other funds in the Fund Complex (2008-present).

 

Former: Senior Manager, Ernst & Young LLP (1999-2005).

James Howley

 

(1972)

   Assistant Treasurer    Since 2014   

Current: Director, Guggenheim Investments (2004-present); Assistant Treasurer, certain other funds in the Fund Complex (2006-present).

 

Former: Manager, Mutual Fund Administration of Van Kampen Investments, Inc. (1996-2004).

Amy J. Lee

 

(1961)

   Vice President and Chief Legal Officer    Since 1987 (Secretary) Since 2007 (Vice President)   

Current: Chief Legal Officer, certain other funds in the Fund Complex (2013-present); Managing Director, Guggenheim Investments (2012-present).

 

Former: Vice President, Associate General Counsel and Assistant Secretary, Security Benefit Life Insurance Company and Security Benefit Corporation (2004-2012).

Derek Maltbie

 

(1972)

   Assistant Treasurer    Since 2014   

Current: Vice President, Guggenheim Investments (2012-present); Assistant Treasurer, certain other funds in the Fund Complex (2011-present).

 

Former: Assistant Vice President, Guggenheim Funds Investment Advisors, LLC (2005-2011); Supervisor, Mutual Fund Administration, Van Kampen Investments, Inc. (1995-2005).

Mark E. Mathiasen

 

(1978)

   Secretary    Since 2013    Current: Secretary, certain other funds in the Fund Complex (2007-present); Director and Associate General Counsel, Guggenheim Funds Services, LLC, and affiliates (2007-present).

Michael P. Megaris

 

(1984)

   Assistant Secretary    Since 2014   

Current: Assistant Secretary, certain other funds in the Fund Complex (April 2014-present); Associate, Guggenheim Investments (2012-present).

 

Former: J.D., University of Kansas School of Law (2009-2012).

 

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Name, Address* and Year

of Birth of the Officers

  

Position(s)

held with

the Trust

  

Term of

Office and

Length of

Time Served**

  

Principal Occupation(s) during the Past 5 Years

Elisabeth Miller

 

(1968)

   Chief Compliance Officer    Since 2012   

Current: CCO, certain other funds in the Fund Complex (2012-present); CCO, Security Investors, LLC (2012-present); CCO, Guggenheim Funds Investment Advisors, LLC (2012-present); Vice President, Guggenheim Funds Distributors, LLC (March 2014-present).

 

Former: CCO, Guggenheim Distributors, LLC (2009-March 2014); Senior Manager, Security Investors, LLC (2004-2009); Senior Manager, Guggenheim Distributors, LLC (2004-2009).

Alison Santay

 

(1974)

   AML Officer    Since 2013   

Current: AML Officer, certain other funds in the Fund Complex (2010-present); Director and AML Officer, Rydex Fund Services, LLC (2010-present); AML Officer, Security Investors, LLC (2010-present); Director, Shareholder Risk and Compliance, Rydex Fund Services, LLC (2004-present).

 

Former: AML Officer, Guggenheim Distributors, LLC (2013-March 2014).

Kimberly Scott

 

(1974)

   Assistant Treasurer    Since 2014   

Current: Vice President, Guggenheim Investments (2012-present); Assistant Treasurer, certain other funds in the Fund Complex (2012-present).

 

Former: Financial Reporting Manager, Invesco, Ltd. (2010-2011); Vice President/Assistant Treasurer, Mutual Fund Administration for Van Kampen Investments, Inc./Morgan Stanley Investment Management (2009-2010); Manager of Mutual Fund Administration, Van Kampen Investments, Inc./Morgan Stanley Investment Management (2005-2009).

Bryan Stone

 

(1979)

   Vice President    Since 2014   

Current: Vice President, certain other funds in the Fund Complex (April 2014-present); Director, Guggenheim Investments (2013-present).

 

Former: Senior Vice President, Neuberger Berman Group LLC (2009-2013); Vice President, Morgan Stanley (2002-2009).

John L. Sullivan

 

(1955)

   Chief Financial Officer and Treasurer    Since 2014   

Current: CFO, Chief Accounting Officer and Treasurer, certain other funds in the Fund Complex (2010-present); Senior Managing Director, Guggenheim Investments (2010-present).

 

Former: Managing Director and CCO, each of the funds in the Van Kampen Investments fund complex (2004-2010); Managing Director and Head of Fund Accounting and Administration, Morgan Stanley Investment Management (2002-2004); CFO and Treasurer, Van Kampen Funds (1996-2004).

 

* The business address of each officer is c/o Guggenheim Investments, 805 King Farm Boulevard, Suite 600, Rockville, Maryland 20850.

 

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** Each officer serves an indefinite term, until his or her successor is duly elected and qualified. Time served includes time served in the respective position for the Predecessor Corporation.

BOARD LEADERSHIP STRUCTURE

 

The Board has appointed an Independent Chairman, Ronald E. Toupin, Jr., who presides at Board meetings and who is responsible for, among other things, participating in the planning of Board meetings, setting the tone of Board meetings and seeking to encourage open dialogue and independent inquiry among the Trustees and management. The Board has established four standing committees (as described below) and has delegated certain responsibilities to those committees, each of which is comprised solely of Independent Trustees. The Board and its committees meet periodically throughout the year to oversee the Fund’s activities, review contractual arrangements with service providers, review the Fund’s financial statements, oversee compliance with regulatory requirements, and review performance. The Independent Trustees are advised by independent legal counsel experienced in 1940 Act matters and are represented by such independent legal counsel at Board and committee meetings. The Board has determined that this leadership structure, including an Independent Chairman, a supermajority of Independent Trustees and committee membership limited to Independent Trustees, is appropriate in light of the characteristics and circumstances of the Trust.

QUALIFICATIONS AND EXPERIENCE OF TRUSTEES

 

The Trustees considered the educational, business and professional experience of each Board member and the service by each Trustee as a trustee of certain other funds in the Fund Complex. The Trustees were selected to serve and continue on the Board based upon their skills, experience, judgment, analytical ability, diligence, ability to work effectively with other Trustees, availability and commitment to attend meetings and perform the responsibilities of a Trustee and, for the Independent Trustees, a demonstrated willingness to take an independent and questioning view of management. The Trustees also considered, among other factors, the particular attributes described below with respect to the individual Board members. References to the qualifications, attributes and skills of Trustees are pursuant to Securities and Exchange Commission (“SEC”) requirements, do not constitute holding out of the Board or any Trustee as having special expertise and shall not impose any greater responsibility or liability on any such person or on the Board by reason thereof.

Randall C. BarnesMr. Barnes has served as a Trustee of the Trust since 2014 and of other funds in the Fund Complex since 2004. Through his service as a Trustee of the Trust and other funds in the Fund Complex, prior employment experience as President of Pizza Hut International and as Treasurer of PepsiCo, Inc. and his personal investment experience, Mr. Barnes is experienced in financial, accounting, regulatory and investment matters.

Donald C. CacciapagliaMr. Cacciapaglia has served as a Trustee of the Trust since 2013 and of other funds in the Fund Complex since 2012. Mr. Cacciapaglia has over 25 years of experience in the financial industry and has gained experience in financial, regulatory, distribution and investment matters.

Donald A. Chubb, Jr.Mr. Chubb has served as a Trustee of the Trust since 2013 and of other funds in the Fund Complex since 1994. Through his service as a Trustee of the Trust and other funds in the Fund Complex, as well as Vice Chairman of the Board of the Trust, his experience in the commercial brokerage and commercial real estate market, and his prior experience, including as a director of Fidelity Bank and Trust, Mr. Chubb is experienced in financial, regulatory and investment matters.

Dr. Jerry B. FarleyDr. Farley has served as a Trustee of the Trust since 2013 and of other funds in the Fund Complex since 2005. Through his service as a Trustee of the Trust and other funds in the Fund Complex, as well as Vice Chairman of the Audit Committee of the Trust, and his experience in the administration of the academic, business and fiscal operations of educational institutions, including currently serving as President of Washburn University and previously in various executive positions for the University

 

6


of Oklahoma and Oklahoma State University, and on other boards, Dr. Farley is experienced in financial, regulatory and investment matters.

Roman Friedrich IIIMr. Friedrich has served as a Trustee of the Trust since 2014 and of other funds in the Fund Complex since 2003. Through his service as a Trustee of the Trust and other funds in the Fund Complex, as well as Chairman of the Contracts Review Committee of the Trust, his service on other public company boards, his experience as founder and chairman of Roman Friedrich & Company, a financial advisory firm, and his prior experience as a senior executive of various financial securities firms, Mr. Friedrich is experienced in financial, investment and regulatory matters.

Robert B. Karn IIIMr. Karn has served as a Trustee of the Trust since 2014 and of other funds in the Fund Complex since 2004. Through his service as a Trustee of the Trust and other funds in the Fund Complex, as well as Chairman of the Audit Committee of the Trust, his service on other public and private company boards, his experience as an accountant and consultant, and his prior experience, including Managing Partner of the Financial and Economic Consulting Practice of the St. Louis office at Arthur Andersen, LLP, Mr. Karn is experienced in accounting, financial, investment and regulatory matters. The Board has determined that Mr. Karn is an “audit committee financial expert” as defined by the SEC.

Ronald A. NybergMr. Nyberg has served as a Trustee of the Trust since 2014 and of other funds in the Fund Complex since 2003. Through his service as a Trustee of the Trust and other funds in the Fund Complex, as well as Chairman of the Nominating and Governance Committee of the Trust, his professional training and experience as an attorney and partner of a law firm, Nyberg & Cassioppi, LLC, and his prior employment experience, including Executive Vice President and General Counsel of Van Kampen Investments, an asset management firm, Mr. Nyberg is experienced in financial, regulatory and governance matters.

Maynard F. OliveriusMr. Oliverius has served as a Trustee of the Trust since 2013 and of other funds in the Fund Complex since 1998. Through his service as a Trustee the Trust and of other funds in the Fund Complex, as well as Vice Chairman of the Contracts Review Committee of the Trust, and his experience as President and Chief Executive Officer of Stormont-Vail HealthCare and on the Board of Trustees of the American Hospital Association, Mr. Oliverius is experienced in financial and regulatory matters.

Ronald E. Toupin, Jr.Mr. Toupin has served as a Trustee of the Trust since 2014 and of other funds in the Fund Complex since 2003. Through his service as a Trustee of the Trust and other funds in the Fund Complex, as well as the Independent Chairman of the Board of the Trust, and his professional training and employment experience, including Vice President and Portfolio Manager for Nuveen Asset Management, an asset management firm, Mr. Toupin is experienced in financial, regulatory and investment matters.

Each Trustee also now has considerable familiarity with the Trust, the Investment Manager and other service providers, and their operations, as well as the special regulatory requirements governing regulated investment companies and the special responsibilities of investment company trustees as a result of his substantial prior service as a trustee of certain funds in the Fund Complex or, with respect to Mr. Cacciapaglia, his extensive experience in the financial industry, including his experience with the parent of the Investment Manager.

BOARD’S ROLE IN RISK OVERSIGHT

 

The day-to-day business of the Fund, including the day-to-day management and administration of the Fund and of the risks that arise from the Fund’s investments and operations, is performed by third-party service providers, primarily the Investment Manager and the Distributor. Consistent with its responsibility for oversight of the Trust, the Board is responsible for overseeing the service providers and thus, has oversight responsibility with respect to the risk management functions performed by those service providers. Risks to

 

7


the Fund include, among others, investment risk, credit risk, liquidity risk, valuation risk and operational risk, as well as the overall business risk relating to the Fund. Risk management seeks to identify and mitigate the potential effects of risks, i.e., events or circumstances that could have material adverse effects on the business, operations, investment performance or reputation of the Fund. Under the oversight of the Board, the service providers to the Fund employ a variety of processes, procedures and controls to seek to identify risks relevant to the operations of the Fund and to lessen the probability of the occurrence of such risks and/or to mitigate the effects of such events or circumstances if they do occur. Each service provider is responsible for one or more discrete aspects of the Fund’s business and consequently, for managing risks associated with that activity. The Investment Manager, the Distributor and other service providers has its own independent interest in risk management, and its policies and methods of carrying out risk management functions will depend, in part, on its analysis of the risks, functions and business models. As part of the Board’s periodic review of the Fund’s advisory and other service provider agreements, the Board may consider risk management aspects of the service providers’ operations and the functions for which they are responsible.

The Board oversees risk management for the Fund directly and through the committee structure it has established. The Board has established the Audit Committee, the Nominating and Governance Committee and the Contracts Review Committee to assist in its oversight functions, including its oversight of the risks the Fund faces. For instance, the Audit Committee receives reports from the Fund’s independent registered public accounting firm on internal control and financial reporting matters. In addition, the Board has established an Executive Committee to act on the Board’s behalf, to the extent permitted and as necessary, in between meetings of the Board. Each committee reports its activities to the Board on a regular basis. The Board also oversees the risk management of the Fund’s operations by requesting periodic reports from and otherwise communicating with various personnel of the Trust and its service providers, including, in particular, the Trust’s Chief Compliance Officer, its independent registered public accounting firm and internal auditors for the Investment Manager or its affiliates, as applicable. In this connection, the Board requires officers of the Trust to report to the full Board on a variety of matters at regular and special meetings of the Board and its committees, as applicable, including matters relating to risk management. On at least a quarterly basis, the Board meets with the Trust’s Chief Compliance Officer, including separate meetings with the Independent Trustees in executive session, to discuss compliance matters and, on at least an annual basis, receives a report from the Chief Compliance Officer regarding the effectiveness of the Trust’s compliance program. The Board, with the assistance of Trust management, reviews investment policies and risks in connection with its review of the Fund’s performance. In addition, the Board receives reports from the Investment Manager on the investments and securities trading of the Fund. With respect to valuation, the Board oversees a pricing committee comprised of Trust officers and Investment Manager personnel and has approved Fair Valuation procedures applicable to valuing the Fund’s securities, which the Board and the Audit Committee periodically review. The Board also requires each Investment Manager to report to the Board on other matters relating to risk management on a regular and as-needed basis.

The Board recognizes that not all risks that may affect the Fund can be identified, that it may not be practical or cost-effective to eliminate or mitigate certain risks, that it may be necessary to bear certain risks (such as investment-related risks) to seek to achieve the Fund’s investment objective, and that the processes, procedures and controls employed to address certain risks may be limited in their effectiveness. Moreover, despite the periodic reports the Board receives, it may not be made aware of all of the relevant information of a particular risk. Most of the Fund’s investment management and business affairs are carried out by or through the Investment Manager, Distributor and other service providers, each of which has an independent interest in risk management, which interest could differ from or conflict with that of the other funds that are advised by the Investment Manager. As a result of the foregoing and other factors, the Board’s risk management oversight is subject to limitations.

 

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The section titled “Board Committees” is deleted and replaced in its entirety with the following:

BOARD COMMITTEES

 

Audit Committee—Messrs. Barnes, Chubb, Friedrich, Karn, Nyberg, Oliverius and Toupin and Dr. Farley, who are not “interested persons” of the Trust, as defined in the 1940 Act, serve on the Trust’s Audit Committee. The Audit Committee is generally responsible for reviewing and evaluating issues related to the accounting and financial reporting policies and internal controls of the Trust and, as appropriate, the internal controls of certain service providers, overseeing the quality and objectivity of the Trust’s financial statements and the audit thereof and acting as a liaison between the Board and the Trust’s independent registered public accounting firm. The audit committee of the Predecessor Corporation held 2 meetings during the fiscal year ended September 30, 2013. As the Trust is newly organized, there were no Audit Committee meetings held during the last fiscal year.

Contracts Review Committee—Messrs. Barnes, Chubb, Friedrich, Karn, Nyberg, Oliverius and Toupin and Dr. Farley, who are not “interested persons” of the Trust, as defined in the 1940 Act, serve on the Trust’s Contracts Review Committee. The purpose of the Contracts Review Committee is to assist the Board in overseeing certain contracts to which the Trust, on behalf of the Fund, is or is proposed to be a party to ensure that the interests of the Fund and its shareholders are served by the terms of these contracts. The Committee’s primary function is to oversee the process of evaluating existing investment advisory and subadvisory agreements, administration agreements, distribution agreements and distribution and/or shareholder services plans pursuant to Rule 12b-1 under the 1940 Act. In addition, at its discretion or at the request of the Board, the Committee reviews and makes recommendations to the Board with respect to any contract to which the Trust on behalf of the Fund is or is proposed to be a party. The contracts review committee of the Predecessor Corporation held 1 meeting during the fiscal year ended September 30, 2013. As the Trust is newly organized, there were no Contracts Review Committee meetings held during the last fiscal year.

Executive Committee—Messrs. Toupin and Chubb, who are not “interested persons” of the Trust, as defined in the 1940 Act, serve on the Trust’s Executive Committee. In between meetings of the full Board, the Executive Committee generally may exercise all the powers of the full Board in the management of the business of the Trust. However, the Executive Committee cannot, among other things, authorize dividends or distributions on shares, amend the bylaws or recommend to the shareholders any action which requires shareholder approval. As the Trust is newly organized, there were no Executive Committee meetings held during the last fiscal year.

Nominating and Governance Committee—Messrs. Barnes, Chubb, Friedrich, Karn, Nyberg, Oliverius and Toupin and Dr. Farley, who are not “interested persons” of the Trust, as defined in the 1940 Act, serve on the Trust’s Nominating and Governance Committee. The Nominating and Governance Committee is responsible for recommending qualified candidates to the Board in the event that a position is vacated or created. The Nominating and Governance Committee would consider recommendations by shareholders if a vacancy were to exist and shall assess shareholder recommendations in the same manner as it reviews its own candidates. Such recommendations should be submitted to the Secretary of the Trust. The Trust does not have a standing compensation committee. The nominating committee of the Predecessor Corporation held 2 meetings during the fiscal year ended September 30, 2013. As the Trust is newly organized, there were no Nominating and Governance Committee meetings held during the last fiscal year.

The section titled “Remuneration of Trustees” is deleted and replaced in its entirety with the following:

REMUNERATION OF TRUSTEES

 

The Independent Trustees of the Trust receive from the Fund Complex a general retainer of $232,000 for service on covered boards. Additional annual retainer fees are paid as follows: $40,000 to the Independent

 

9


Chair of the Board; $6,000 to the Independent Vice Chair of the Board; $6,000 to the Audit Committee Chair; $6,000 to the Audit Committee Vice Chair; $6,000 to the Contracts Review Committee Chair; $6,000 to the Contracts Review Committee Vice Chair; and $6,000 to the Nominating and Governance Committee Chair. In addition, fees are paid for special Board or Committee meetings, with $5,000 paid for a special in-person Board meeting; $5,000 paid for a special in-person Committee meeting; and $1,000 for a special telephone Board or Committee meeting. The Fund pays proportionately its respective share of Independent Trustees’ fees and expenses based on relative net assets. The Independent Trustees had a different compensation structure prior to April 3, 2014.

The Investment Manager compensates its officers and directors who may also serve as officers or Trustees of the Fund. The Fund does not pay any fees to, or reimburse expenses of, Trustees who are considered “interested persons” of the Fund. The aggregate compensation paid by the Predecessor Corporation to each of the Trustees during the fiscal year ended September 30, 2013, and the aggregate compensation paid to each of the Trustees during the fiscal year ended September 30, 2013 by the Fund Complex, including the Family of Funds, are set forth below. Each of the Trustees is a trustee of other registered investment companies in the Family of Funds, as defined on page 67 of this SAI.

Information for the Independent Trustees appears below.

 

Name of Independent Trustee

   Aggregate
Compensation
from the
Predecessor
Corporation
   Pension or
Retirement
Benefits
Accrued as
Part of Fund
Expenses
   Estimated
Annual
Benefits
Upon
Retirement
   Total
Compensation
from Fund
Complex,
including the
Family of
Funds

Randall C. Barnes

   $0    $0    $0    $248,250

Donald A. Chubb, Jr.

   41,823.95    0    0    117,500

Harry W. Craig, Jr.*

   36,128.77    0    0    101,500

Jerry B. Farley

   36,128.77    0    0    101,500

Roman Friedrich III

   0    0    0    147,500

Robert B. Karn III

   0    0    0    144,500

Penny A. Lumpkin*

   36,128.77    0    0    101,500

Ronald A. Nyberg

   0    0    0    319,375

Maynard F. Oliverius

   36,128.77    0    0    101,500

Ronald E. Toupin, Jr.

   0    0    0    251,750

 

* Mr. Craig and Ms. Lumpkin retired from the Board effective February 12, 2014.

 

Information for the Interested Trustee appears below.

Name of Interested Trustee

   Aggregate
Compensation
from the
Predecessor
Corporation
   Pension or
Retirement
Benefits
Accrued as
Part of Fund
Expenses
   Estimated
Annual
Benefits
Upon
Retirement
   Total
Compensation
from Fund
Complex,
including the
Family of
Funds

Donald C. Cacciapaglia

   $0    $0    $0    $0

 

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The section titled “Trustees’ Ownership of Securities” is deleted and replaced in its entirety with the following:

TRUSTEES’ OWNERSHIP OF SECURITIES

 

Because the Fund has not commenced operations as of March 26, 2014 (the date of the SAI), the Trustees and officers do not own shares of the Fund as of the date of the SAI. As of December 31, 2013, the Trustees beneficially owned shares of other funds in the Fund Complex in the dollar ranges set forth below:

 

Name of Independent Trustee

   Dollar Range of
Equity Securities
in the Fund
   Aggregate Dollar Range
of Equity Securities in all
Registered Investment
Companies Overseen  by
Trustee in Fund
Complex, including the
Family of Funds

Randall C. Barnes

   None    Over $100,000

Donald A. Chubb, Jr.

   None    Over $100,000

Jerry B. Farley

   None    Over $100,000

Roman Friedrich III

   None    $50,001-100,000

Robert B. Karn III

   None    $10,001-50,000

Ronald A. Nyberg

   None    Over $100,000

Maynard F. Oliverius

   None    Over $100,000

Ronald E. Toupin, Jr.

   None    $10,001-50,000

Name of “Interested” Trustee

   Dollar Range of
Equity Securities
in the Fund
   Aggregate Dollar Range
of Equity Securities in all
Registered Investment
Companies Overseen  by
Trustee in Fund
Complex, including the
Family of Funds

Donald C. Cacciapaglia

   None    None

 

 

PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE.

RMRE-SAI-SUP

 

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