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If this is you, then this annuity may be the right fit. If you're interested in this product, Runnymede offers it at a discounted fee of 0. Most agents are selling this product with an annual fee of 1. Purchasing the same product at a lower fee means more money for you over the life of the contract.
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We are happy to point you in the right direction. Please remember that past performance may not be indicative of future results. Moreover, you should not assume that any discussion or information contained in this blog serves as the receipt of, or as a substitute for, personalized investment advice from Runnymede.
Runnymede is neither a law firm nor a certified public accounting firm and no portion of the blog content should be construed as legal or accounting advice. A copy of the Runnymede's current written disclosure Brochure discussing our advisory services and fees is available for review upon request. All such information is provided solely for convenience purposes only and all users thereof should be guided accordingly. Talk with an Advisor Allianz SE is a global financial services group headquartered in Munich, Germany.
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An impartial review of the Allianz Annuity - updated July The Biotechnology Fund may invest a substantial portion of its assets in securities issued in initial public offerings IPOs. The Biotechnology Fund normally invests in securities of 30 to 70 issuers. Investment Advisers. Proposed Transaction.
Following the transfer:. The Biotechnology Fund will cease to be a separate series of the Trust and will liquidate. Class B shares of the Funds are sold at net asset value, without an initial sales charge, but are subject to a CDSC at declining rates if redeemed during the first six years after purchase the maximum CDSC is imposed on shares redeemed in the first year.
Class B shares are subject to servicing and distribution fees at an aggregate annual rate of 1. Class C shares of the Funds are sold at net asset value, without an initial sales charge, and are subject to a 1. Class C shares are subject to servicing and distribution fees at an aggregate annual rate of 1. Class C shares do not automatically convert into another class of shares. Purchases of Shares. The purchase arrangements for shares of the Funds are substantially identical.
You may exchange your shares in the Funds at net asset value for shares of the same class of any other series of the Trust, PIMCO Funds, or Allianz Funds Multi-Strategy Trust, subject to any restrictions on exchanges set forth in the applicable prospectus es. Table of Contents Redemptions. Redemption procedures for the Funds are substantially identical. A redemption fee may apply to any shares that are redeemed or exchanged within 30 days after their acquisition including acquisition through exchanges.
The redemption fee equals 2. Redemption Fees are paid to and retained by the Fund and are not sales charges loads. Class D shares can be redeemed through the financial service firm through which you purchased the shares.
The Trustees unanimously recommend approval of the Merger. Class B. Class C. Operating Expenses. The following tables allow you to compare the sales charges, if applicable, advisory and administrative fees and other expenses of the Biotechnology Fund and the Wellness Fund and to analyze the estimated pro forma expenses that AGIFM estimates the Wellness Fund will bear in the first year following the Merger. These tables and the footnotes below summarize the following information:.
The actual expenses incurred by the Wellness Fund subsequent to the Merger may be higher than the pro forma figures shown to the extent that the Wellness Fund incurs a higher level of expenses in future periods. They include management fees, Rule 12b-1 fees if applicable , and administrative and other expenses. Shareholder Fees fees paid directly from your investment. Maximum sales charge load imposed on purchases as a percentage of offering price. Maximum contingent deferred sales charge load as a percentage of original purchase price 1.
Redemption Fee as a percentage of exchange price or amount redeemed 2. Annual Fund Operating Expenses expenses deducted from Fund Assets as a percentage of average net assets 3. Advisory Fee. Other Expenses. Total Annual Fund Operating Expenses. Maximum contingent deferred sales charge load as a percentage of original purchase price 6. Maximum contingent deferred sales charge load as a percentage of original purchase price 8.
Maximum contingent deferred sales charge load as a percentage of original purchase price. The Redemption Fee may apply to any shares that are redeemed or exchanged within 30 days of acquisition including acquisitions through exchanges. The Redemption Fee will be equal to 2. These advisory fee reductions will continue until December 31, , but AGIFM has not committed to continue past such date. This reduction did not continue after December 31, Other Expenses for the Biotechnology Fund reflects a 0.
Other Expenses for the Wellness Fund reflects a 0. Other expenses for the Combined Fund reflects a 0. The Administrative Fee rate for each Fund is subject to a reduction of 0. Table of Contents 6. Up to 0. The Biotechnology Fund currently pays a total of 0. The following Examples are intended to help you compare the cost of investing in the Biotechnology Fund with the cost of investing in the Wellness Fund and the cost of investing in other mutual funds.
The Examples do not take into account the management fee waivers discussed in footnote 4 above. Although your actual costs may be higher or lower, the Examples show what your costs would be based on these assumptions. The examples do not take into account the management fee waivers discussed in footnote 4 above. Assuming you redeem your shares at the end of each period:.
Class B Shares:. Class C Shares:. Class D Shares:. Assuming you do not redeem your shares at the end of each period:. For federal income tax purposes, the Merger of the Biotechnology Fund into the Wellness Fund is expected to be a tax-free reorganization. However, a substantial portion of the portfolio assets held by the Biotechnology Fund may be sold in connection with its Merger into the Wellness Fund. Furthermore, since the Merger will end the tax year of the Biotechnology Fund, it may accelerate distributions from the Biotechnology Fund to its shareholders.
Specifically, the Biotechnology Fund will recognize any net investment company taxable income and any net capital gains, including gains realized on the disposition of portfolio securities in connection with the Merger after reduction by any available capital loss carryforwards , in the short tax year ending on the date of the Merger, and will declare and pay a distribution of such income and such gains to its shareholders on or before that date.
At any time prior to the consummation of the Merger, a shareholder may redeem shares, likely resulting in the current recognition of gain or loss to such shareholder for federal income tax purposes. If the Biotechnology Fund remains the larger of the two Funds, the impact of the loss-limitation rules will be more modest, although not without effect. As a result of the application of this and other loss limitation rules, the Biotechnology Fund shareholders could receive more distributions and pay more taxes, or pay taxes sooner, than they would have if the Merger had not occurred.
Table of Contents Principal Risk Factors. Market Risk. The market price of securities owned by a Fund may go up or down, sometimes rapidly or unpredictably. A principal risk of investing in each Fund is that the investments in its portfolio will decline in value due to factors affecting securities markets generally or particular industries represented in those markets. The values of securities may decline due to general market conditions that are not specifically related to a particular company, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally.
They may also decline due to factors that disproportionately affect a particular industry or industries, group of related industries or sector, such as labor shortages or increased production costs and competitive conditions within an industry or sector. Equity securities generally have greater price volatility than fixed income securities. Issuer Risk. Equity Securities. Equity securities represent an ownership interest, or the right to acquire an ownership interest, in an issuer.
Equity securities may take the form of shares of common stock of a corporation, membership interests in a limited liability company, limited partnership interests, or other forms of ownership interests. In addition to common stocks, equity securities include, among other things, preferred stocks, convertible securities and warrants.
The value of an equity security may also fall because of factors affecting not just the company, but also companies in the same industry or in a number of different industries, such as increases in production costs. Smaller Company Risk. The general risks associated with investing in equity securities and liquidity risk are particularly pronounced for securities of companies with smaller market capitalizations.
These companies may have limited product lines, markets or financial resources or they may depend on a few key employees. Securities of smaller companies may trade less frequently and in lesser volume than more widely held securities and their values may fluctuate more sharply than other securities.
They may also trade in the over-the-counter market or on a regional exchange, or may otherwise have limited liquidity. Companies with medium-sized market capitalizations also have substantial exposure to these risks. Liquidity Risk. The Funds are subject to liquidity risk. Liquidity risk exists when particular investments are difficult to purchase or sell, possibly preventing a Fund from selling such illiquid securities at an advantageous time or price, or possibly requiring a Fund to dispose of other investments at unfavorable times or prices in order to satisfy its obligations.
Funds with. Table of Contents principal investment strategies that involve securities of companies with smaller market capitalizations, non-U. Focused Investment Risk. Focusing Fund investments in a small number of issuers, industries, foreign currencies or regions increases risk. Some of those issuers may also present substantial credit or other risks. In addition, the Funds may be subject to increased risk to the extent they focus their investments in securities denominated in a particular foreign currency or in a narrowly defined geographic area outside the United States.
Similarly, a fund that focuses its investments in a certain type of issuer e. Investment Risk. A Fund that invests in non-U. The securities markets of many foreign countries are relatively small, with a limited number of companies representing a small number of industries. Additionally, issuers of non-U. Reporting, accounting and auditing standards of foreign countries differ, in some cases significantly, from U. In the event of nationalization, expropriation or other confiscation, a Fund could lose its entire investment in non-U.
To the extent that a Fund invests a significant portion of its assets in a particular currency or a narrowly-defined area such as Europe, Asia or South America, the Fund will generally have more exposure to regional economic risks, including weather emergencies and natural disasters, associated with non-U. Adverse developments in certain regions can also adversely affect securities of other countries whose economies appear to be unrelated.
In addition, special U. The Wellness Fund may have greater exposure to this risk than the Biotechnology Fund because it may invest a higher percentage of its assets in non-U. Emerging Markets Risk. These securities may present market, credit, currency, liquidity, legal, political, technical and other risks different from, or greater than, the risks of investing in developed foreign countries.
Funds may also be subject to this risk if they invest in derivatives or other securities or instruments whose value or returns are related to the value or returns of emerging market securities. Table of Contents Leveraging Risk. The Funds may engage in transactions or purchase instruments that give rise to forms of leverage. Such transactions and instruments may include, among others, the use of reverse repurchase agreements and other borrowings, the investment of collateral from loans of portfolio securities, or the use of when-issued, delayed-delivery or forward commitment transactions.
The use of derivatives and short sales may also involve leverage. The use of leverage may cause a Fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations or to meet segregation requirements. Currency Risk. Funds that invest directly in foreign currencies and in securities that trade in, or receive revenues in, foreign currencies, are subject to the risk that those currencies will decline in value relative to the U.
Currency rates in foreign countries may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates, intervention or the failure to intervene by U. Management Risk.
Each Fund is subject to management risk because it is an actively managed investment portfolio. AGIFM and RCM and each individual portfolio manager will apply investment techniques and risk analyses in making investment decisions for the Funds, but there can be no guarantee that these will produce the desired results. Table of Contents B. The Trustees have voted unanimously to approve the proposed Merger and to recommend that shareholders of the Biotechnology Fund also approve the Merger.
The Merger is subject to a number of conditions. In the event that the Merger is not approved by the shareholders of the Biotechnology Fund, the Biotechnology Fund will continue to be managed as a separate fund in accordance with its current investment objective and policies, and the Trustees may consider other alternatives, including the liquidation of the Biotechnology Fund.
The Trustees have unanimously approved the proposed Merger and have recommended its approval by shareholders. The Trustees considered the potentially less favorable tax attributes of the combined fund under a range of circumstances, and determined that any such impact was likely to be outweighed by benefits to shareholders resulting from the Merger. The Trustees also considered the fact that a liquidation would be a taxable event for shareholders. The fact that all legal and accounting fees and expenses, printing and other fees and expenses incurred in connection with the consummation of the transactions contemplated by the Merger Agreement other than brokerage and other transaction costs and similar expenses, as described below will be borne by AGIFM or its affiliates, and not by the Funds.
Net assets. Net operating income loss. YTD Net realized gain loss. YTD Net unrealized gain loss. Capital loss carryforwards. Net losses 4. Table of Contents Additional comparative financial information for the Funds is included in the Merger Statement of Additional Information, and is incorporated herein by reference. These figures were calculated using unaudited book figures and do not predict the actual consequences of the Merger.
The figures are based on various assumptions, including the recognition of all realized and unrealized gains and losses and the applicability of annual limitations to the capital loss carryforwards of each Fund over the average lives of such carryforwards. The actual figures for the combined Fund may differ substantially, especially if the Biotechnology Fund shrinks in size to become smaller than the Wellness Fund before the Merger. These figures do not predict the actual consequences of the Merger.
Includes net realized gains or losses and assumes the recognition of net unrealized gains or losses. New certificates for Merger Shares will not be issued. Shareholders of the Biotechnology Fund holding certificates for shares will be sent instructions on how they will be able to exchange those certificates for certificates representing shares of the Wellness Fund.
The consummation of the Merger is subject to the conditions set forth in the Merger Agreement and the approval of the shareholders of the Biotechnology Fund. The Merger Agreement may be revised or amended at any time prior to the consummation of the Merger with the consent of the Trustees.
In addition, the Merger Agreement may be terminated and the Merger abandoned at any time, before or after approval by the shareholders of the Biotechnology Fund, prior to the Exchange Date, by consent of the Trustees or, if any condition set forth in the Merger Agreement has not been fulfilled and has not been waived by the party entitled to its benefits. The Merger is intended be a tax-free reorganization.
The opinion will be based on certain factual certifications made by officers of the Trust and will also be based on customary assumptions. The opinion is not a guarantee that the tax consequences of the Merger will be as described above. A substantial portion of the portfolio assets held by the Biotechnology Fund may be sold in connection with its Merger into the Wellness Fund. Any net capital gains recognized in these sales will be distributed as capital gain dividends to the extent of net realized long-term capital gains or ordinary dividends to the extent of net realized short-term capital gains during or with respect to the year of sale, in each case after reduction by any available capital loss carryforwards.
Such distributions will be taxable to shareholders of the Biotechnology Fund if such sales occur before the Merger, and will be taxable to shareholders of both Funds if such sales occur after the Merger. The effect of these limitations, however, will depend on the amount of gains and losses in each Fund at the time of the Merger and at the close of each taxable year.
As a result, under certain circumstances, the Biotechnology Fund shareholders could receive more distributions and pay more taxes, or pay taxes sooner, than they would have if the Merger had not occurred. Table of Contents This description of the federal income tax consequences of the Merger is made without regard to the particular facts and circumstances of any particular shareholder.
Shareholders are urged to consult their own tax advisers as to the specific consequences to them of the Merger, including the applicability and effect of state, local, non-U. Description of the Merger Shares. The sales charge is deducted from the initial investment so that not all of the initial purchase payment will be invested. Biotechnology Fund shareholders will not pay a sales charge on the Wellness Fund shares they receive in the Merger.
Class B Merger Shares. Class B shares are subject to a redemption fee of 2. Biotechnology Fund shareholders will not pay a redemption fee in connection with the exchange of their Class B shares in the Merger. Class C shares are subject to a redemption fee of 2.
Biotechnology Fund shareholders will not pay a redemption fee in connection with the exchange of their Class C shares in the Merger. Class D Merger Shares. Class D shares are subject to a redemption fee of 2. Biotechnology Fund shareholders will not pay a redemption fee in connection with the exchange of their Class D shares in the Merger.
Interests of Certain Persons in the Merger. John C. Blake E. Moore, Jr. Frank, Maney and Moore may be deemed to have a substantial interest in the Merger. As a result of the differences in fees and expenses between the two Funds described above and because the combined Fund may be in a better position to increase its assets resulting in higher fees paid to AGIFM, RCM and their affiliates , AGIFM, RCM and their affiliates may receive higher revenues or incur lower expenses as a result of the Merger.
Therefore, to the extent the compensation of Messrs. For reasons like those discussed above with respect to Messrs. Frank, Maney and Moore, the officers may be deemed to have a substantial interest in the Merger. The enclosed proxy is solicited by the Trustees of the Trust for use at a Special Meeting of Shareholders of the Biotechnology Fund to be held at a. Table of Contents II.
Investment Objectives. The investment objective of each Fund is to seek long-term capital appreciation. Principal Investments and Portfolio Management Strategies. Additional information about the principal investments and strategies of the Biotechnology Fund is set forth in the Prospectuses, and is incorporated herein by reference.
Approximate Number of Holdings. The Biotechnology Fund normally invests in the securities of 30 to 70 issuers. The Wellness Fund normally invests in the securities of 30 to 60 issuers. Other Securities. In addition to equity securities, each Fund may invest in other types of securities and instruments, including fixed income and convertible securities and derivatives. Investments in Foreign Securities.
The Wellness Fund does not have any limitation on the percentage of its assets that it may invest in non-U. Temporary and Defensive Investments. In response to unfavorable market and other conditions, the Funds may each make temporary investments of some or all of its assets in high-quality fixed-income securities, cash and cash equivalents. Investment Restrictions. Dividends and Distributions. The Funds declare and pay income dividends at least annually. Each Fund distributes its net realized capital gains at least annually.
Advisory and Sub-Advisory Arrangements and Fees. Organized in , AGIFM provides investment management and advisory services to private accounts of institutional and individual clients and to mutual funds. Subject to the supervision of the Board of Trustees, AGIFM is responsible for managing, either directly or through others selected by it, the investment activities and business activities of the Funds.
Shareholders of the Funds have approved a proposal permitting AGIFM to enter into new or amended sub-advisory agreements with one or more sub-advisers without obtaining shareholder approval of such agreements, subject to the conditions of an exemptive order that has been granted by the SEC.
One of the conditions requires the Trustees to approve any such agreement. Subject to the ultimate supervision of the Trustees, AGIFM has the responsibility to oversee the sub-advisers and to recommend their hiring, termination and replacement. In its capacity as sub-adviser, RCM directly manages the investments of the Funds. RCM will remain the sub-adviser to the Wellness Fund after the Merger unless and until it is replaced or otherwise removed as sub-adviser.
Administrative Fee Rates. In the case of Class B shares, participating brokers and other financial intermediaries are compensated by an advance of a sales commission by the Distributor. The plan provides that up to 0. Because the distribution and service fees discussed in this subsection are paid out of assets of the applicable class on an ongoing basis, over time they will increase the cost of an investment in shares of such classes and may cost an investor more than other types of sales charges.
Declaration of Trust. Under Massachusetts law, shareholders of a Massachusetts business trust could, under certain circumstances, be held personally liable for the obligations of the trust. The Declaration of Trust provides for indemnification out of Fund property for all loss and expense of any shareholder of such Fund held personally liable for the obligations of such Fund as a result of holding shares of such Fund.
Thus, the risk of a shareholder incurring financial loss from shareholder liability is limited to circumstances in which such a disclaimer was inoperative and the Fund was unable to meet its obligations. The likelihood of such a circumstance is considered remote.
The Trustees have concluded that under Rule 17a-8 of the Act the approval of the Merger by the shareholders of the Biotechnology Fund is required. There can be no assurance that other fund reorganizations would be submitted for shareholder approval in the future. Trustees and Officers of the Trust. The Trustees and officers of the Trust will not change as a result of the Merger. The current Trustees and officers, their ages, their addresses and their principal occupations are included in the Statement of Additional Information.
Governing Law. The Trust is governed by Massachusetts law. The following table shows, on an unaudited basis, the capitalization of the Biotechnology Fund and the Wellness Fund as of December 31, , and on a pro forma combined basis as of that date, giving effect to the proposed Merger:.
Class A. Class D. Shares outstanding. Net asset value per share. Table of Contents III. Shares represented by timely, duly executed proxies will be voted as you instruct. If no specification is made with respect to the proposal, shares will be voted FOR the Proposal. Proxies may be revoked at any time before they are exercised by sending a written revocation which is received by the Secretary of the Trust prior to any such exercise, by properly executing a later-dated proxy or by attending the Meeting and voting in person.
Votes cast by proxy or in person at the Meeting will be counted by persons appointed by the Trust as tellers for the Meeting. Since these shares will be counted as present, but not as voting in favor of the Merger, these shares will have the same effect as if they cast votes against the Merger. In the event that a quorum is not present for purposes of acting on the Proposal, or if sufficient votes in favor of the Proposal are not received by the time of the Meeting, the persons named as proxies may propose one or more adjournments of the Meeting to permit further solicitation of proxies.
Any such adjournment will require the affirmative vote of a plurality of the shares present in person or represented by proxy at the session of the Meeting to be adjourned. The persons named as proxies will vote in favor of such adjournment those proxies that they are entitled to vote in favor of the Proposal. They will vote against any such adjournment those proxies required to be voted against the Proposal and will not vote any proxies that direct them to abstain from voting on the Proposals.
Any proposal for which sufficient favorable votes have been received by the time of the Meeting will be acted upon and such action will be final regardless of whether the Meeting is adjourned to permit additional solicitation with respect to another proposal if any. The solicitation of proxies by personal interview, mail and telephone may be made by officers and Trustees of the Trust and officers and employees of AGIFM, its affiliates and other representatives of the Trust.
Telephone Voting. You may give your voting instructions over the telephone by calling Computershare. A representative of Computershare will answer your call. When receiving your instructions by telephone, the representative will ask you for certain identifying information. If the information you provide matches the information provided to Computershare by the Trust, then the Computershare representative will explain the proxy process.
Computershare is not permitted to recommend to you how to vote, other than to read any recommendation included in the proxy statement. Computershare will record your instructions and transmit them to the official tabulator. As the Meeting date approaches, you may receive a call from a representative of Computershare if the Trust has not yet received your vote. The representative may ask you for authority, by telephone or by electronically transmitted instructions, to permit Computershare to sign a proxy on your behalf.
Computershare will record all instructions it receives from shareholders by telephone or electronically, and the proxies it signs in accordance with those instructions, in accordance with the procedures set forth above. Voting by Mail or Facsimile. If you wish to participate in the Meeting, but do not wish to give a proxy by telephone or via the Internet, you can still complete, sign and mail or fax the proxy card received with the proxy statement by following the instructions enclosed with the proxy card, or you can attend the Meeting in person.
The Trust does not hold annual or other regular meetings of shareholders. Shareholder proposals to be presented at any future meeting of shareholders of the Trust must be received by the Trust a reasonable time before that meeting in order for such proposals to be considered for inclusion in the proxy materials relating to that meeting. Table of Contents Other Matters. Following the liquidation, the Acquired Fund shall not purchase or otherwise acquire any assets, provided that the Acquired Fund shall accept bare legal title to a portion of the assets beneficially owned by the Acquiring Fund that the Acquiring Fund designates as soon as practicable after the liquidation.
The Acquired Fund shall dispose of such assets upon the direction of the. Table of Contents Acquiring Fund. The Acquired Fund shall not be permitted to reinvest any cash dividends or other distributions or any cash proceeds from any sale of the assets to which it holds bare legal title on behalf of the Acquiring Fund. The Acquired Fund shall promptly remit any cash distributions, other distributions, and cash proceeds from the sale of any such assets to the Acquiring Fund.
Representations, Warranties and Agreements of the Acquiring Fund. The Acquiring Fund represents and warrants to and agrees with the Acquired Fund that:. Such statement of assets and liabilities and schedule will fairly present the financial position of the Acquiring Fund as of such date and said statements of operations and changes in net assets will fairly reflect the results of its operations and changes in net assets for the periods covered thereby in conformity with generally accepted accounting principles.
Table of Contents g. As of the Exchange Date, the Acquiring Fund will have filed all federal and other tax returns and reports that have been required to be filed, will have paid or will pay all federal and other taxes shown to be due on said returns or on any assessments received, will have adequately provided for all tax liabilities on its books, will not have had any tax deficiency or liability asserted against it or question with respect thereto raised, and will not be under audit by the Internal Revenue Service or by any state or local tax authority for taxes in excess of those already paid.
To the best of its knowledge, all of the issued and outstanding shares of beneficial interest of the Acquiring Fund have been offered for sale and sold in conformity with all applicable federal and state securities laws including any applicable exemptions therefrom , or the Acquiring Fund has taken any action necessary to remedy any prior failure to have offered for sale and sold such shares in conformity with such laws.
The issuance of the Merger Shares pursuant to this Agreement will be in compliance with all applicable federal and state securities laws. The Merger Shares to be issued to the Acquired Fund have been duly authorized and, when issued and delivered pursuant to this Agreement, will be legally and validly issued, fully paid and, except as set forth in the Registration Statement, non-assessable by the Trust or the Acquiring Fund, and no shareholder of the Trust or Acquiring Fund will have any preemptive right of subscription or purchase in respect thereof.
Table of Contents p. Representations, Warranties and Agreements of the Acquired Fund. The Acquired Fund represents and warrants to and agrees with the Acquiring Fund that:. The Acquired Fund is a duly established and designated series of shares of the Trust, a Massachusetts business trust duly established and validly existing under the laws of The Commonwealth of Massachusetts, and has power to own all of its properties and assets and to carry out this Agreement.
The Trust is qualified as a foreign association or business trust in every jurisdiction where required, except to the extent that failure to so qualify would not have a material adverse effect on the Trust. Each of the Trust and the Acquired Fund has all necessary federal, state and local authorizations to own all of its properties and assets and to carry on its business as an investment company and to carry out this Agreement. Such statement of assets and liabilities and schedule will fairly present the financial position of the Acquired Fund as of such date and said statements of operations and changes in net assets will fairly reflect the results of its operations and changes in net assets for the periods covered thereby in conformity with generally accepted accounting principles.
The Prospectus previously furnished to the Acquiring Fund did not contain as of its date and does not contain as of the date hereof, with respect to the Trust and the Acquired Fund, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.
Other than as disclosed on Schedule 1 to this Agreement, there are no material legal, administrative or other proceedings pending or, to the knowledge of the Trust, threatened against the Trust or the Acquired Fund, which assert liability on the part of the Trust or the Acquired Fund. The Trust knows of no facts which might form the basis for the institution of such proceedings and is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially and adversely affects its business or its ability to consummate the transactions herein contemplated.
There are no material contracts outstanding to which the Acquired Fund is a party, other than as are or will be disclosed in the Prospectus, the Registration Statement, the Acquired Fund Proxy Statement or the registration statement on Form N-1A of the Trust. As of the Exchange Date, the Acquired Fund will have filed all federal and other tax returns and reports that have been required to be filed, will have paid or will pay all federal and other taxes shown to be due on said returns or on any assessments received, will have adequately provided for all tax liabilities on its books, will have not had any tax deficiency or liability asserted against it or question with respect thereto raised, and not be under audit by the Internal Revenue Service or by any state or local tax authority for taxes in excess of those already paid.
At the Exchange Date, the Trust, on behalf of the Acquired Fund, will have full right, power and authority to sell, assign, convey, transfer and deliver the Investments as defined below and any other assets and liabilities of the Acquired Fund to be transferred to the Acquiring Fund pursuant to this Agreement. At the Exchange Date, subject only to the delivery of all of the Investments as defined below , cash and any other assets and liabilities as contemplated by this.
No registration under the Act of any of the Investments would be required if they were, as of the time of such transfer, the subject of a public distribution by either of the Acquiring Fund or the Acquired Fund, except as previously disclosed to the Acquiring Fund by the Acquired Fund.
To the best of its knowledge, all of the issued and outstanding shares of beneficial interest of the Acquired Fund have been offered for sale and sold in conformity with all applicable federal and state securities laws including any applicable exemptions therefrom , or the Acquired Fund has taken any action necessary to remedy any prior failure to have offered for sale and sold such shares in conformity with such laws.
All issued and outstanding shares of the Acquired Fund are, and at the Exchange Date will be, duly and validly issued and outstanding, fully paid and, except as set forth in the Prospectus, non-assessable by the Acquired Fund. The information provided by the Acquired Fund for use in the Allianz Registration Statement is accurate and complete in all material respects and complies with federal securities and other laws and regulations applicable thereto in all material respects.
The Trust, on behalf of the Acquired Fund, will pay or cause to be paid to the Acquiring Fund any interest, cash or such dividends, rights and other payments received for the account of the Acquired Fund on or after the Exchange Date with respect to the Assets of the Acquired Fund.
Table of Contents b. No adjustment shall be made in the net asset value of either the Acquired Fund or the Acquiring Fund to take into account differences in realized and unrealized gains and losses. The Acquired Fund shall promptly distribute the Merger Shares to the shareholders of the Acquired Fund, which shall be accomplished through the establishment of open accounts for each Acquired Fund shareholder on the transfer records of the Acquiring Fund.
The Acquired Fund and the Acquiring Fund agree to cooperate in the establishment of such open accounts and to provide each other with such information as each may reasonably request in connection therewith. With respect to any Acquired Fund shareholder holding share certificates as of the Exchange Date, such certificates will from and after the Exchange Date be deemed to be certificates for the Merger Shares issued to such shareholder in respect of the Acquired Fund shares represented by such certificates.
Certificates representing the Merger Shares will not be issued to Acquired Fund shareholders. In the event the transactions contemplated by this Agreement are not consummated for any reason, then Allianz Global Fund Management agrees that it shall bear all of the costs and expenses incurred by both the Acquiring Fund and the Acquired Fund in connection with such transactions.
Notwithstanding any other provisions of this Agreement, if for any reason the transactions contemplated by this Agreement are not consummated, no party shall be liable to the other party for any damages resulting therefrom, including, without limitation, consequential damages, except as specifically set forth herein. Meetings of Shareholders; Dissolution. The Tax Opinion may be based upon certain factual representations and subject to certain qualifications.
The Tax Opinion may also state that it is not a guarantee that the tax consequences of the transactions contemplated by this Agreement will be as described in such opinion. Table of Contents i. The Acquired Fund shall have furnished to the Acquiring Fund a certificate, signed by the President or any Vice President and the Treasurer or any Assistant Treasurer of the Trust, as to the tax cost to the Acquired Fund of the assets delivered to the Acquiring Fund pursuant to this Agreement, together with any such other evidence as to such tax cost as the Acquiring Fund may reasonably request.
This Agreement shall have been adopted and the transactions contemplated hereby shall have been approved by the requisite votes of the holders of the outstanding shares of beneficial interest of the Acquired Fund entitled to vote. Table of Contents 9.
The Trust, on behalf of the Acquiring Fund, shall have executed and delivered to the Acquired Fund an Assumption of Liabilities dated as of the Exchange Date, pursuant to which the Acquiring Fund will assume all of the liabilities of the Acquired Fund existing at the Valuation Time in connection with the transactions contemplated by this Agreement, other than liabilities arising pursuant to this Agreement. As of the Exchange Date, other than as disclosed on Schedule 1 to this Agreement, there shall not be any material litigation pending or threatened that would seek to enjoin or otherwise prevent the transactions contemplated by this Agreement.
Table of Contents f. The Tax Opinion may state that it is based upon certain factual representations and subject to certain qualifications. That the Trust shall have received from the Commission and any relevant state securities administrator such order or orders as are reasonably necessary or desirable under the Act, the Act, the Act and any applicable state securities or blue sky laws in connection with the transactions contemplated hereby, and that all such orders shall be in full force and effect.
Allianz Global Fund Management has agreed in writing to forfeit any right under any current fee waiver, expense reimbursement or similar arrangement with the Acquired Fund to recoup any waived or reimbursed fees and expenses. That the Registration Statement shall have become effective under the Act, and no stop order suspending such effectiveness shall have been instituted or, to the knowledge of the Trust or the Acquiring Fund, threatened by the Commission.
Table of Contents reasonable compromise or settlement of any such claim, action, suit or proceeding, or threatened claim, action, suit or proceeding made with the consent of the Trust or the Acquired Fund. Covenants, etc. Deemed Material. All covenants, agreements, representations and warranties made under this Agreement and any certificates delivered pursuant to this Agreement shall be deemed to have been material and relied upon by each of the parties, notwithstanding any investigation made by them or on their behalf.
This Agreement contains the entire agreement of the parties with respect to the transactions contemplated by the Agreement and may be amended by mutual consent of the parties in writing at any time; provided, however, that there shall not be any amendment that by law requires approval by the shareholders of a party without obtaining such approval.
At any time on or prior to the Exchange Date, the Acquired Fund or the Acquiring Fund, after consultation with counsel and by consent of its trustees or an officer authorized by such trustees, may waive any condition to its respective obligations hereunder.
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder shall be made by either party without the written consent of the other party.
Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person other than the parties hereto and their respective successors and assigns any rights or remedies under or by reason of this Agreement. Any notice, report, statement or demand required or permitted by any provisions of this Agreement shall be in writing and shall be given by courier or certified mail addressed to the Trust at Avenue of the Americas, New York, NY The section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. Change of Name. Further Assurances. Each Fund shall use its reasonable best efforts in good faith to take or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable law, so as to permit the consummation of the transactions contemplated by this Agreement as promptly as practicable and otherwise to enable consummation of the transactions contemplated by this Agreement, and shall cooperate fully with one another to that end.
A copy of the Declaration of Trust of the Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the trustees of the Trust on behalf of the Acquiring Fund or the Acquired Fund, as the case may be, as trustees and not individually and that the obligations of this instrument are not binding upon any of the trustees, officers or shareholders of the Trust individually but are binding only upon the assets and property of the Acquiring Fund or the Acquired Fund, as the case may be.
Table of Contents Schedule 1. In addition to monetary payments, the settling parties agreed to undertake certain corporate governance, compliance and disclosure reforms related to market timing, and consented to cease and desist orders and censures. Subsequent to these events, PEA deregistered as an investment adviser and dissolved. Since February , Allianz Global Fund Management and certain of its affiliates and their employees have been named as defendants in multiple lawsuits concerning market timing, which allege the same or similar conduct underlying the regulatory settlements discussed above.
The market timing lawsuits have been consolidated in a multi-district litigation proceeding in the U. District Court for the District of Maryland. Any potential resolution of these matters may include, but not be limited to, judgments or settlements for damages against Allianz Global Fund Management or its affiliates or related injunctions.
Prior to bringing this action, these same shareholders had made demands relating to the Program, which the independent Trustees rejected. The Trust and Trustees intend to defend this action vigorously. Table of Contents Appendix B. Fund Summary. Principal Investments and Strategies. Companies in the healthcare industry include any company that designs, manufactures, or sells products or services used for or in connection with healthcare or medicine, such as pharmaceutical companies, biotechnology research firms, companies that sell medical products, companies that own or operate healthcare facilities and companies that design, produce or sell medical, dental, and optical products.
Healthy-lifestyle companies include, but are not limited to, companies that manufacture or distribute goods or services that promote or support physical fitness, companies whose products or services seek to minimize longer-term acute care through early diagnosis, intervention or prevention, companies that manufacture or distribute nutritional supplements or provide products or services to consumers that promote healthy eating habits, and companies that provide products or services associated with supplying clean air, water or food.
In making investment decisions for the Fund, the portfolio manager develops forecasts of economic growth, inflation, and interest rates that are used to help identify those regions and individual countries that are believed likely to offer the best investment opportunities. The portfolio manager may also consider the anticipated economic growth rate, political outlook, inflation rate, currency outlook and interest rate environment for the country and the region in which the company is located.
In analyzing specific companies for possible investment, the portfolio manager ordinarily looks for several of the following characteristics: higher than average growth and strong potential for capital appreciation; substantial capacity for growth in revenue through either an expanding market or expanding market share; a strong balance sheet; superior management; strong commitment to research and product development; and differentiated or superior products and services and a steady stream of new products and services.
Investments are not restricted to companies with a record of dividend payments. The Fund may utilize foreign currency exchange contracts, options, stock index futures contracts and other derivative instruments. In response to unfavorable market and other conditions, the Fund may deviate from its principal strategies by making temporary investments of some or all of its assets in high-quality fixed income securities, cash and cash equivalents.
The Fund may not achieve its investment objective when it does so. Table of Contents Principal Risks. Among the principal risks of investing in the Fund, which could adversely affect its net asset value, yield and total return, are in alphabetical order after the first four risks:. In addition, because the Wellness Fund concentrates its assets in the healthcare industry, it is subject to the specific risks associated with that industry, including rapid obsolescence of products and services, patent expirations, risks associated with new regulations and changes to existing regulations, changes in government subsidy and reimbursement levels, and risks associated with the governmental approval process.
Investment Adviser and Administrator. Organized in , the Adviser provides investment management and advisory services to private accounts of institutional and individual clients and to mutual funds. The Wellness Fund pays the Adviser fees in return for providing or arranging for the provision of investment advisory services.
The Adviser and not the Wellness Fund pays a portion of the advisory fees it receives to RCM in return for its services. RCM was originally formed as Rosenberg Capital Management in , and it and its successors have been consistently in business since then. Dauchot is a Senior Research Analyst. Litigation and Regulatory Matters.
The settling parties did not admit or deny the findings in these settlements. The lawsuits generally relate to the same allegations that are the subject of the regulatory proceedings discussed above. The lawsuits seek, among other things, unspecified compensatory damages plus interest and, in some cases, punitive damages, the rescission of investment advisory contracts, the return of fees paid under those contracts, restitution and waiver of or return of certain sales charges paid by Fund shareholders.
Investment Options. Each class of shares is subject to different types and levels of sales charges than the other classes and bears a different level of expenses. The remainder of this Appendix will assume that such classes are currently outstanding. Table of Contents The class of shares that is best for you depends upon a number of factors, including the amount and the intended length of your investment.
The following summarizes key information about each class to help you make your investment decision, including the various expenses associated with each class. You pay an initial sales charge of up to 5. The sales charge is deducted from your investment so that not all of your purchase payment is invested. You may be eligible for a reduction or a complete waiver of the initial sales charge under a number of circumstances. Please see the Guide for details.
A redemption fee of 2. Class B Shares. You do not pay an initial sales charge when you buy Class B shares. The full amount of your purchase payment is invested initially. You pay no CDSC if you redeem during the seventh year and thereafter. Table of Contents Class C Shares. You do not pay an initial sales charge when you buy Class C shares. Class C shares do not convert into any other class of shares.
Class C shares are generally subject to a redemption fee of 2. The initial sales charge varies depending upon the size of your purchase, as set forth below. Amount of Purchase. Table of Contents or. Please see the Guide for details and for restrictions applicable to shares held by certain employer-sponsored benefit programs. Letter of Intent.
Each purchase of shares under a Letter of Intent will be made at the public offering price or prices applicable at the time of such purchase to a Single Purchase of the dollar amount indicated in the Letter. A Letter of Intent is not a binding obligation to purchase the full amount indicated. Method of Valuation of Accounts. Sales at Net Asset Value. Seventh and thereafter. Class C Shares. Shares acquired through the reinvestment of dividends or capital gains distributions will be redeemed first and will not be subject to any CDSC.
For the redemption of all other shares, the CDSC will be based on either your original purchase price or the then current NAV of the shares being sold, whichever is lower. CDSCs will be deducted from the proceeds of your redemption, not from amounts remaining in your account.
However, no CDSC is imposed if the shares redeemed have been acquired through the reinvestment of dividends or capital gains distributions of if the amount redeemed is derived from increases in the value of your account above the amount of the purchase payments subject to the CDSC.
CDSCs are deducted from the proceeds of your redemption, not from amounts remaining in your account. The Guide is available free of charge from the Distributor. The Biotechnology Fund has the same distribution and servicing arrangements as the Wellness Fund, and therefore the discussion below also applies to the Biotechnology Fund.
Servicing Class. Class D Shares. The Wellness Fund does not charge any sales charges loads or other fees in connection with purchases, sales redemptions or exchanges of Class D shares, except that a Redemption Fee of 2. Payments to Financial Service Firms. With respect to Class B and Class C shares, the financial firms are also paid at the time of your purchase a commission equal to 4.
Please see the Statement of Additional Information and Guide for more details. A financial firm is one that, in exchange for compensation, sells, among other products, mutual fund shares including the shares offered in this Prospectus or provides services for mutual fund shareholders. Financial firms include brokers, dealers, insurance companies and banks. The actual services provided, and the payments made for such services, vary from firm to firm.
These payments may be significant to the financial firms and may also take the form of sponsorship of seminars or informational meetings or payment for attendance by persons associated with the financial firms at seminars or informational meetings. A number of factors will be considered in determining the amount of these additional payments to financial firms. These payments are made to financial firms selected by the Distributor, generally to the firms that have sold significant amounts of shares of the Funds.
In certain cases, the payments described in the preceding sentence are subject to certain minimum payment levels. In some cases, in lieu of payments pursuant to the foregoing formulae, the Distributor makes payments of an agreed-upon amount which normally will not exceed the amount that would have been payable pursuant to the formulae.
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