Established in 2016, Wellington Funds (US) LLC (WFUS) is an indirect subsidiary of Wellington
Management Group LLP (WMG), which is the parent holding company of the Wellington Management
group of companies (collectively, Wellington Management). WFUS is a Delaware limited liability
company that acts as the general partner or manager of several privately-offered pooled investment
vehicles exempt from registration under the Investment Company Act of 1940 (collectively, the
Funds). The Funds pursue a range of investment strategies. WFUS has claimed an exemption from
registration as a commodity pool operator with the Commodity Futures Trading Commission (CFTC)
under CFTC Rule 4.13(a)(3).
As the general partner or manager to the Funds, WFUS sets the investment objective, guidelines and
restrictions for the Funds. WFUS has appointed its affiliate Wellington Management Company LLP
(WMC), a Delaware limited liability partnership and indirect subsidiary of WMG, as investment
manager to provide discretionary investment management and related services to most of the Funds.
WMC is registered as an investment adviser with the Securities and Exchange Commission (SEC) and
as a commodity trading advisor with the CFTC. WFUS also has appointed Wellington Management
Hong Kong Limited (WM Hong Kong), a private limited company organized under the laws of the Hong
Kong Special Administrative Region of the People’s Republic of China and an indirect subsidiary of
WMG, and Wellington Management Singapore Pte Ltd (WM Singapore), a limited liability company
organized under Singapore law and an indirect subsidiary of WMG, to provide discretionary investment
management and related services to a few of the Funds. WM Hong Kong is authorized to provide
investment management services in Hong Kong by the Securities and Futures Commission and also is
registered with the SEC as an investment adviser. WM Singapore is authorized to provide investment
management services in Singapore by the Securities and Futures Commission and is also registered
with the SEC as an investment adviser.
WFUS may appoint other Wellington Management affiliates as investment manager to one or more
Funds in the future, including Wellington Management International Ltd, a limited company registered
in England and Wales and an indirect subsidiary of WMG and Wellington Management Japan Pte Ltd, a
limited liability company organized under Singapore law. Details on these affiliates have been provided
in the Appendix.
As of 31 December 2018, WFUS had approximately $1.9 billion in assets under management on a
discretionary basis in the Funds.
Discussions of the Funds in this brochure, including but not limited to their investments, the strategies
used in managing the Funds, the fees and other costs associated with an investment in the Funds, and
conflicts of interest faced by WFUS and its affiliates in connection with management of the Funds, are
summaries intended only to provide required information on our business and practices to our
advisory clients. These discussions are not intended for use in evaluating an investment in a Fund.
Investors and prospective investors in a Fund should read a Fund’s confidential offering memorandum
and governing documents (“offering documents”) for complete information on these matters.
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The investment manager to each Fund is an affiliate of WFUS and, pursuant to an investment
management agreement entered into with each Fund, receives an asset-based fee from the Fund.
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WFUS currently does not, but may in the future, receive performance-based compensation from
certain Funds.
Fees and expenses are charged to and deducted from the Funds in arrears. Additional information on
each Fund’s fees and expenses is provided in the offering documents.
Each Fund also bears the fees and expenses charged by its custodian and other service providers,
brokerage costs related to investments, and other expenses incurred in operating the Fund or
account. For more information, please see Item 12 – Brokerage practices.
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Neither WFUS nor its affiliates currently receive performance-based compensation from any Fund but
they may do so in the future. The performance compensation typically would be a percentage of the
net excess return of the Fund above a specified benchmark. If earned, the performance compensation
typically would be paid annually in arrears or upon a withdrawal or redemption from the Fund.
If a Fund holds an investment with respect to which market quotations and/or other independent
pricing information are not readily available, WMC recommends a valuation to the Funds based on fair
valuation methodologies. WFUS faces a conflict of interest in accepting these valuations for the Funds
because these valuations affect WFUS’s or its affiliate’s compensation. WFUS manages this conflict
through internal review and oversight processes and policy
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WFUS provides advisory services only to the Funds, which are private investment funds exempt from
registration as investment companies under the Investment Company Act of 1940.
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Investing in securities and other financial instruments involves risk of loss that clients should be
prepared to bear. The Funds are subject to all of the risks associated with each of the underlying asset
classes and instruments in which they invest, as well as the risk that the asset classes or strategies do
not perform as expected. Additional information on each Fund’s risks, and the types of investments it
may hold, is provided in the offering documents.
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There are no legal or disciplinary events that are material to WFUS’s clients’ or prospective clients’
evaluation of WFUS’s advisory business.
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The following is a list of WFUS’s investment advisory affiliates:
o Wellington Management Company LLP (WMC), manages Wellington Management’s business in
the United States and Latin America and coordinates global operations.
o Wellington Management Australia Pty Ltd manages Wellington Management’s business in
Australia and New Zealand.
o Wellington Management Canada ULC manages Wellington Management’s business in Canada.
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o Wellington Management Hong Kong Limited manages Wellington Management’s business in
greater China and Korea.
o Wellington Management International Ltd manages Wellington Management’s business in
Europe, the Middle East and Africa.
o Wellington Management Japan Pte Ltd manages Wellington Management’s business in Japan.
o Wellington Management Singapore Pte Ltd manages Wellington Management’s business in
the remainder of Asia ex-Japan.
o Wellington Management Switzerland GmbH services clients in Switzerland.
In addition to WFUS, the following affiliates sponsor pooled investment vehicles.
o Wellington Alternative Investments LLC
o Wellington Luxembourg S.à r.l.
o Wellington Management Funds LLC
o Wellington Trust Company, NA
Wellington Management Advisers, Inc., (WMA) a limited-scope broker/dealer registered with the US
Financial Industry Regulatory Authority (FINRA), introduces prospects to the Funds, to other
investment vehicles sponsored by Wellington Management affiliates and to certain SEC-registered
investment companies. WMA does not execute securities transactions or engage in any other
business.
For additional information on the Wellington Management group companies, please refer to the
Appendix.
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Code of Ethics / Personal Securities Trading
WFUS has adopted the Wellington Management Code of Ethics, which applies to all Wellington
Management personnel worldwide. The Code describes the standard of conduct Wellington
Management requires of its personnel and sets forth certain restrictions on activities, including with
regard to personal trading and gifts and entertainment. Compliance with the Code is a condition of
employment for all personnel. A serious violation of the Code or related policies may result in
dismissal. Key provisions of the Code are summarized below. A copy of the entire document is
available upon request.
All Wellington Management personnel are considered “access persons” under the Code. They must
preclear their personal transactions in covered securities prior to execution, except as specifically
exempted under the Code. Some personal securities transactions that are not subject to pre-
clearance must nonetheless be reported, including transactions in open-end mutual funds and variable
insurance products that Wellington Management manages. The Code’s restrictions on personal
trading apply to accounts over which an access person and / or certain immediate family members
have investment discretion, or from which they enjoy economic benefits. Portfolio managers are
subject to additional restrictions on their personal transactions. The pre-clearance process tests
proposed transactions against a number of substantive restrictions designed to prevent Wellington
Management personnel from taking advantage of the firm’s investment activity on behalf of its clients.
Wellington Management prohibits all personnel from buying or selling securities issued by
broker/dealers that are approved for execution of client trades or by securities markets or exchanges
on which Wellington Management affiliates trade on behalf of clients. Likewise, Wellington
Management does not allow its personnel to engage in personal transactions involving the direct
purchase of any security in an initial public offering. All personnel are required to provide quarterly
reports and certifications regarding their securities transactions and annual reports regarding their
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securities holdings. The WMC Chief Compliance Officer (or his or her designee) may grant an
exception from pre-clearance, other trading restrictions, and certain reporting requirements on a
case-by-case basis, if he or she determines that the proposed conduct involves no opportunity for
abuse and does not conflict with client interests.
Gifts and entertainment
The Code places restrictions on receipt of gifts, travel, and entertainment opportunities by Wellington
Management personnel. Wellington Management personnel occasionally participate in entertainment
opportunities that are for legitimate business purposes, subject to limitations set forth in the Code.
Investments by Wellington Management personnel in the Funds
Wellington Management personnel, including portfolio managers and other investment personnel,
often invest in the Funds. WFUS does not limit the percentage of a Fund that Wellington Management
personnel can own. Wellington Management personnel may be the first participants in a new Fund and
the only participants for one or more years. However, the vast majority of total assets in the Funds
belong to unaffiliated investors. Although currently not the case, a portfolio manager may own a
substantial portion of the interests in a Fund that he or she manages. While personnel who invest in
Funds have an incentive to favor such Funds in order to obtain a personal benefit, these investments
also help to align those individuals’ interests with those of the applicable Fund. Where Wellington
Management thinks it appropriate, it has adopted procedures to manage conflicts that arise from
Wellington Management personnel’s investment in the Funds.
By virtue of their responsibilities, Wellington Management personnel have access to information that is
not available to other participants in the Funds. WFUS has adopted policies and procedures to identify
and disclose material information to all investors in the Funds and to manage conflicts that arise from
Wellington Management personnel’s investment in the Funds. Those procedures include information
barriers and restrictions on transactions in Funds by Wellington Management personnel.
Investments by WFUS and its affiliates in the Funds
WFUS, in its capacity as general partner, invests a minimal amount of capital in each Fund that is a
partnership.
From time to time, a WMG affiliate provides seed capital in connection with the launch of a Fund.
These investments by WFUS or WMG’s affiliates are not significant (either individually or collectively)
to WFUS’s or WMG’s financial position.
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WFUS has authorized the investment manager to select brokers and dealers to place and execute
portfolio transactions on behalf of the Funds. WFUS receives information from the investment
manager regarding its exercise of that discretion, including its research and soft dollar practices.
In the future, WFUS may select prime brokers for the Funds. The services to be performed under each
prime broker agreement would include the provision of leverage, margin financing, clearing,
settlement, securities lending, short selling facilities and foreign exchange facilities. Prime brokers
would also provide custody services for investments held on the books of the prime brokers in
accordance with the terms of the respective agreements and applicable law.
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Additional information on each Fund’s brokerage practices is provided in the offering documents.
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WFUS senior management and members of the risk team supporting WFUS periodically review
performance and exposures for such Fund, including leverage and margin, if any, different exposure
and diversification metrics, transaction activity and liquidity, on an ongoing basis. WFUS’s goal is to
understand the exposures in each Fund to confirm that the exposures are in line with WFUS’s
expectations.
WFUS provides Fund investors with a variety of reporting, including monthly written reporting on
performance and holdings. WFUS also periodically provides commentary on current allocations and
positioning, and portfolio manager views on the economy, markets and other investment topics.
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WFUS has not entered into arrangements to pay third parties to solicit new advisory clients.
WFUS primarily relies on the business development and marketing activities of its affiliates to solicit
investors for the Funds. In addition, WFUS and some Funds have also entered into arrangements to
pay third parties to distribute interests in those Funds..
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The assets of each Fund are maintained at qualified third-party custodians where required.
WFUS generally does not maintain physical possession of the assets of any Fund. Because WFUS
serves as general partner of, or holds another comparable position with respect to, the Funds, it takes
additional measures to safeguard Fund assets.
Each Fund provides audited financial statements prepared in accordance with US generally accepted
accounting principles to all investors in the Fund, typically within 90 days of the applicable fiscal year
end or as otherwise required to meet certain regulatory obligations. Investors should review these
statements carefully.
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WFUS has delegated investment discretion for the Funds to the investment manager, which in turn
may delegate some of its portfolio management responsibilities to another Wellington Management
affiliate.
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Not applicable.
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Appendix:
Description of WFUS’s affiliates
WELLINGTON MANAGEMENT GROUP LLP (the Partnership), the parent company of the Wellington
Management global organization, is a Massachusetts limited liability partnership.
WELLINGTON MANAGEMENT COMPANY LLP (WMC) is a Delaware limited liability partnership and a registered
investment adviser with the US Securities and Exchange Commission (SEC). WMC is also registered with the US
Commodity Futures Trading Commission (CFTC) as a commodity trading advisor (CTA) and serves as a CTA to
certain clients including registered commodity pools and their operators. WMC provides commodity trading
advice to all other clients in reliance on exemptions from CTA registration. WMC is an indirect subsidiary of the
Partnership.
WMC serves as the investment manager for our clients in the US and Latin America and for some clients in other
regions. WMC may delegate some functions, including portfolio management, trading and/or account
administration in whole or in part to another investment advisory affiliate.
WELLINGTON MANAGEMENT AUSTRALIA PTY LTD (WM Australia) is an Australian proprietary limited
company. WM Australia is an indirect subsidiary of the Partnership and is authorized to provide investment
management services in Australia under an Australian Financial Services Licence.
WM Australia serves as the contractually named manager for certain clients in Australia and New Zealand. In
those cases, certain functions, including portfolio management, trading and/or account administration are
delegated in whole or in part to WMC or another investment advisory affiliate.
WELLINGTON MANAGEMENT CANADA ULC (WM Canada ULC) is a British Columbia unlimited liability company
which is registered in ten Canadian provinces (Alberta, British Columbia, Manitoba, New Brunswick,
Newfoundland and Labrador, Nova Scotia, Ontario, Prince Edward Island, Québec, and Saskatchewan) in the
categories of Portfolio Manager and Exempt Market Dealer. WM Canada ULC is an indirect subsidiary of the
Partnership.
WM Canada ULC provides client liaison, investment monitoring and business development services for Wellington
Management and its clients in Canada. WM Canada ULC also serves as the contractually named investment
manager for our Canadian clients. Certain functions, including portfolio management, trading and/or account
administration are delegated in whole or in part to WMC or another investment advisory affiliate.
WELLINGTON MANAGEMENT HONG KONG LIMITED (WM Hong Kong) is a private limited company organized
under the laws of the Hong Kong Special Administrative Region of the People’s Republic of China. WM Hong Kong
is an indirect subsidiary of the Partnership. WM Hong Kong is authorized to provide investment management
services in Hong Kong by the Securities and Futures Commission. WM Hong Kong is also registered with the SEC
as an investment adviser and has a representative office in Beijing, the People’s Republic of China, which is
authorized and regulated by the China Securities Regulatory Commission.
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WM Hong Kong provides client liaison, investment monitoring and business development services for Wellington
Management and its clients in Northern Asia including Hong Kong, mainland China, Taiwan and Korea. WM Hong
Kong also provides research, portfolio management and trading services for Wellington Management and its
clients.
WM Hong Kong serves as the contractually named investment manager for certain clients in Hong Kong and for
certain Sponsored Funds. In those cases, certain functions, including portfolio management, trading and/or
account administration may be delegated in whole or in part to WMC or another investment advisory affiliate.
WELLINGTON MANAGEMENT INTERNATIONAL LTD (WMIL) is a limited company registered in England and
Wales and an indirect subsidiary of the Partnership. WMIL is authorized to provide investment management
services in the UK by the Financial Conduct Authority (FCA) and is also authorized to provide similar services in
numerous other European jurisdictions. WMIL has a branch in Frankfurt, Germany, which is authorized and
regulated by the FCA and, in respect of certain of its activities, by the Bundesanstalt für
Finanzdienstleistungsaufsicht (BaFin). WMIL has a branch in Dublin, Ireland, which is authorized and regulated by
the FCA and, in respect of certain of its activities, by the Central Bank of Ireland. WMIL is also registered with the
SEC as an investment adviser.
WMIL provides client liaison, investment monitoring and business development services for Wellington
Management and its clients in Europe (ex-Switzerland), the Middle East, and Africa (EMEA). WMIL also provides
research, portfolio management and trading services to Wellington Management and its clients.
WMIL serves as the contractually named investment manager for certain EMEA clients and for certain Sponsored
Funds. In those cases, certain functions, including portfolio management, trading and/or account administration
may be delegated in whole or in part to WMC or another investment advisory affiliate.
WELLINGTON MANAGEMENT JAPAN PTE LTD (WM Japan) is a limited liability company organized under
Singapore law, with its main office in Tokyo, Japan. WM Japan is an indirect subsidiary of the Partnership. WM
Japan is authorized in Japan by the Financial Services Agency to conduct investment management, investment
advisory and agency business and investment trust management, as well as limited marketing of sponsored
funds. WM Japan is also registered with the SEC as an investment adviser.
WM Japan serves as the contractually named manager for certain clients in Japan and for certain Sponsored
Funds. In those cases, certain functions, including portfolio management, trading and/or account administration
may be delegated in whole or in part to WMC or another investment advisory affiliate.
WELLINGTON MANAGEMENT SINGAPORE PTE LTD (WM Singapore) is a limited liability company organized
under Singapore law. WM Singapore is an indirect subsidiary of the Partnership. WM Singapore is regulated by the
Monetary Authority of Singapore under a Capital Markets Services Licence to conduct fund management
activities and is an exempt financial adviser. WM Singapore is also registered with the SEC as an investment
adviser. WM Singapore provides client liaison, investment monitoring and business development services for
Wellington Management and its clients in the Asia-Pacific region ex-Japan. WM Singapore also provides research
and portfolio management services to Wellington Management and its clients.
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WM Singapore serves as the contractually named manager for certain clients in Singapore and for certain
Sponsored Funds. In those cases, certain functions, including portfolio management, trading and/or account
administration may be delegated in whole or in part to WMC or another investment advisory affiliate.
WELLINGTON MANAGEMENT SWITZERLAND GMBH is a limited liability company incorporated under Swiss law
and an indirect subsidiary of the Partnership. It provides client liaison and business development services for
Wellington Management and its clients in Switzerland and is authorized under Swiss law as a distributor of
collective investment schemes.
WELLINGTON ALTERNATIVE INVESTMENTS LLC (WAI) is a Delaware limited liability company and an indirect
subsidiary of the Partnership. WAI is registered as a commodity pool operator with the CFTC and is registered
with the SEC as an investment adviser. WAI is the general partner or manager of privately offered pooled
investment vehicles. WAI is owned by WMFH.
WELLINGTON FUNDS SERVICES LLC (WFS) is a Delaware limited liability company which provides
administrative and operational support, including trading settlement, account reconciliation and performance
reporting, to certain of our Sponsored Funds. WFS is owned by WMFH.
WELLINGTON FUNDS (US ) LLC (WFUS) is a Delaware limited liability company and an indirect subsidiary of the
Partnership. WFUS is registered with the SEC as an investment adviser. WFUS is the general partner or manager
of privately offered pooled investment vehicles. WFUS is owned by WMFH.
WELLINGTON GLOBAL ADMINISTRATOR, LTD. (WGA) is a limited liability company organized under the laws of
Bermuda and an indirect subsidiary of the Partnership. WGA serves as the distributor for certain Wellington
Management-sponsored investment funds.
WELLINGTON LUXEMBOURG SARL (Wellington Luxembourg) is a company in the form of a Société à
responsabilité limitée organized under the laws of the Grand Duchy of Luxembourg and an indirect subsidiary of
the Partnership. Wellington Luxembourg is authorized under Luxembourg law as a management company and
AIFM for mutual investment funds domiciled in Luxembourg. Several Wellington Management affiliates serve as
investment managers for certain portfolios domiciled in Luxembourg and, upon the request of Wellington
Luxembourg, may provide other general management services for those portfolios.
WELLINGTON MANAGEMENT ADVISERS, INC. (WMA) is a limited-scope broker/dealer registered with FINRA
and organized under the laws of Delaware. WMA is an indirect subsidiary of the Partnership. WMA’s sole line of
business is introducing prospects to certain SEC-registered investment companies and Wellington Management-
sponsored investment funds offered within the United States.
WELLINGTON TRUST COMPANY, NA (WTC) is a limited-purpose nationally chartered trust company and a
subsidiary of the Partnership. WTC provides a range of trust services, including asset management, asset
allocation and account custody and administration. WTC sponsors common trust funds and collective investment
funds that are exempt from registration under the US Investment Company Act of 1940, as amended. Several
Wellington Management affiliates provide investment advice on a nondiscretionary basis to WTC with respect to
client assets managed by WTC.
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WELLINGTON MANAGEMENT FUNDS LLC (WMF LLC) is a Delaware limited liability company and an indirect
subsidiary of the Partnership. WMF LLC is the manager of privately offered pooled investment vehicles. WMF LLC
is owned by WMFH.
WELLINGTON FINANCE & TREASURY LLC (WFT) is a Delaware limited liability company which serves in a cash
management function for certain of its affiliates. WFT is owned by the Partnership.
WELLINGTON GROUP HOLDINGS LLP (WGH) is a Delaware limited liability partnership which serves as the
managing partner of WIAH and WMFH. WGH is owned by the Partnership.
WELLINGTON HOLDINGS, INC. (WH, Inc.) is a corporation organized under the laws of Massachusetts. WH, Inc.
is owned by the Partnership.
WELLINGTON INVESTMENT ADVISORS HOLDINGS LLP (WIAH) is a Delaware limited liability partnership which
serves as the managing partner of WMC, the sole member of WM Canada LLC and the majority owner of WMGH.
WIAH is owned by WGH and the Partnership.
WELLINGTON MANAGEMENT CANADA LLC (WM Canada LLC) is a Delaware limited liability company. WM
Canada LLC is the sole owner of WM Canada ULC. WM Canada LLC is owned by WIAH.
WELLINGTON MANAGEMENT FUNDS HOLDINGS LLP (WMFH) is a Delaware limited liability partnership which
serves as the owner of WMA and WMF Inc., sole member of WFS, member of WMF LLC and WAI and majority
owner of WGA and Wellington Luxembourg. WMFH is owned by WGH and the Partnership.
WELLINGTON MANAGEMENT GLOBAL HOLDINGS, LTD. (WMGH) is a Bermuda limited company. WMGH
serves as a holding company for operating entities organized in Australia, Hong Kong, Singapore, Switzerland and
the United Kingdom. WMGH is owned by WIAH and WH, Inc.
WELLINGTON MANAGEMENT INVESTMENT, INC. (WMII) is a corporation organized under the laws of
Delaware. WMII serves as the manager of WAI and WFT and holds common shares of WGA. WMII is owned by the
Partnership.
WELLINGTON MANAGEMENT FUNDS INC. (WMF Inc.) is a corporation organized under the laws of Delaware.
WMF Inc. serves as the manager of WMF LLC and WFUS. WMF Inc. is owned by WMFH.
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