Announcements
- March 1, 2024 – Supplement to the Prospectus
- January 11 2024 – Letter to Shareholders
- December 18, 2023 – Shareholder Update
- November 11, 2023 – Letter to Shareholders
- November 2, 2023 – Supplement to the Prospectus
- August 1, 2023 –Letter to Shareholders
- August 1, 2023 – Supplement to the Prospectus
- June 30, 2023 – Letter to Shareholders
- June 29, 2023 – Supplement to the Prospectus
FAQs
Wildermuth Fund (WESFX, WEIFX, WEFCX) Liquidation
Frequently Asked Questions (FAQs) – Updated 9/21/2023
Please check this website regularly for future updates and information, as well as certain Fund documents relating to the Fund’s liquidation.
Shareholders or their representatives who have questions about the Fund that are not answered below can submit them using the fillable form on the “Contact Us” page.
The Fund will strive to answer as many inquiries as it can through this section of the website. Shareholders with account-specific questions or requests may continue to call the Fund at 888-445-6032.
1.1 What is a fund liquidation?
Answer: A fund liquidation occurs when a fund winds down its operations, liquidates its assets, and generally distributes substantially all of its assets in cash to its shareholders after having satisfied the Fund’s liabilities. Fund liquidations may occur for a variety of reasons, including poor performance, a decline in assets under management, lack of investor interest, and more.
A liquidation is different than a merger where one fund acquires the assets of another fund. In a merger, shareholders in the “acquired” fund receive shares of the new, “acquiring” fund rather than the proceeds from selling fund assets.
1.2 What is the reason for the decision to liquidate the Wildermuth Fund?
Answer: The decision to suspend purchases and repurchases of Fund shares, liquidate the Fund’s assets and close the Fund pursuant to a Plan of Liquidation (the “Plan”) was determined by the Fund’s Board of Trustees (the “Board”) due to a variety of reasons, including, but not limited to, a decline in assets under management, lack of investor interest, market conditions, including liquidity and input from WA.
1.3 Who made the decision to liquidate the Wildermuth Fund?
Answer: The decision to suspend purchases and repurchases of the Fund and to liquidate its assets and close the Fund was made by the Board, based upon the recommendation of WA, the investment adviser of the Fund, due to a variety of reasons, including, but not limited to, a decline in assets under management, lack of investor interest, market conditions, including liquidity, and WA’s recommendation.
1.4 How will I be notified of updates on the liquidation process?
Answer: Ongoing updates and information related to the Fund’s liquidation process can be found on the Fund’s website: www.wildermuthfund.com. When required, notifications will be sent to shareholders’ address of record.
1.5 What do I, as a shareholder of the Wildermuth Fund, need to do?
Answer: As a shareholder of the Fund, you do not need to do anything. As assets are liquidated, cash distributions will be made on a pro-rata basis to all accounts after the satisfaction of, or provision for, Fund liabilities.
1.6 Can I redeem my shares in the Wildermuth Fund?
Answer: No. Effective June 29, 2023, the Fund will no longer conduct periodic repurchase offers and WA will seek to liquidate the Fund’s assets pursuant to the Plan.
2.1 When does the Fund anticipate making a distribution to the shareholders?
Answer: Due to the nature of the assets in the Fund, we are unable to determine when the first distribution will occur or when subsequent distributions may occur. We will continue to update the Fund’s website with information as we have something to share with shareholders and interested parties.
2.2 How many distributions does the Fund anticipate making?
Answer: Due to the nature of the assets in the Fund, we are unable to determine how many distributions the Fund will make but will follow the Plan and make distributions as assets are sold and cash is available to distribute. The Fund’s assets may be liquidated in one or more transactions. Assets may also be distributed to shareholders in one or more distributions over time.
2.3 Have the Fund’s assets been liquidated?
Answer: The Fund’s assets are currently being reviewed by multiple interested investors/companies. WA will seek to sell the Fund’s assets in an orderly manner. As of the approval of the Plan, the Fund’s assets have not yet been sold/liquidated.
2.4 How long will it take to liquidate all the assets in the Fund and make a final distribution to shareholders?
Answer: Neither the Fund, the Board, nor WA knows how long it will take to liquidate all the assets in the Fund and make final distributions to shareholders. Please keep in mind that a substantial portion of the Fund’s assets are invested in early-stage private equity companies, which are illiquid. It could take anywhere from a few months to a year or more to liquidate these types of assets.
2.5 Will the share price of the Fund be affected as the Fund is liquidated and distributions are made to shareholders?
Answer: The prices received for the sale of the Fund’s assets will depend on the market for each particular asset and the amount received upon the sale of such assets. The Fund’s NAV can increase or decrease if the amount received for the Fund’s underlying securities increases or declines as compared to the Fund’s carrying value of such assets or if the Fund makes a distribution to shareholders.
2.6 If the Fund’s liquidation event(s) result in a loss to shareholders, how will that information be determined and communicated to shareholders?
Answer: Information regarding the Fund’s liquidation and distribution results will be shared via the Fund’s website, www.wildermuthfund.com. As always, we recommend you speak with your financial advisor or your tax advisor regarding investment gains/losses and tax implications related to your investments.
2.7 Why can’t the Fund just distribute all of its assets immediately to current shareholders and declare bankruptcy?
Answer: The Fund is unable to distribute all of its assets to current shareholders and then declare bankruptcy because it is required by law to pay, or to provide sufficient reserve for all its liabilities before equity holders receive a distribution. A bankruptcy proceeding would also add to the expenses of the Fund and delay distributions.
2.8 Will institutional investors receive more money in the distribution than individual investors?
Answer: Institutional and individual investors are treated equally under the Plan. All shareholders hold Class I shares and will receive pro rata distribution(s) based on the number of shares owned as of the date of any distribution as a fraction of the total shares outstanding in the Fund.
2.9 Who could have a claim to the Fund’s assets that are senior to the shareholders?
Answer: Delaware statutory trust law (12 Del. C. § 3808) and the Plan require the Board to reserve all of the Fund’s debts, obligations and liabilities, whether contingent, conditional, unmatured, known or unknown. As a general matter, such claims against the Fund arising from debts, obligations and liabilities of the Fund have priority to the claims of current shareholders, who are equity holders in the Fund and not creditors of the Fund. Examples of creditors who may have claims against the Fund include the Fund’s service providers, parties seeking indemnification from the Fund pursuant to indemnification agreements, etc.
2.10 Who is exercising oversight over the Fund’s expenses? What is causing variability in the Fund’s expenses on a month-to-month basis?
Answer: The Board exercises oversight over the Fund’s expenses, including professional and shareholder servicing fees. Generally, the variability of Fund expenses is dependent on the amount of services rendered in each particular month. Because the Fund pays invoices in arrears, Fund expenses paid in a particular month were for services rendered in a prior month.
2.11 What is the amount of the Fund’s net asset value?
Answer: As of 8:00 a.m. ET on 8/31/2023, the Fund’s net asset value was:
$82,730,109.42
2.12 How many shares of each class of the Fund are outstanding?
Answer: As of 8:00 a.m. ET on 8/31/2023, the Fund had the following shares outstanding:
Institutional Class – I: 8,281,292.234 shares
3.1 What is a share class conversion?
Answer: Share class conversions adjust the shares outstanding of the affected share classes without altering the size of the fund’s portfolio. The conversion adjusts the shares held by accounts on the Fund transfer agent system in each share class.
3.2 Why was a share class conversion processed for the Wildermuth Fund?
Answer: On August 1, 2023, based upon the recommendation of WA, the Board approved the termination of the Fund’s Distribution Agreement with UMB Distribution Services, LLC (the “Distribution Agreement”), the termination of the Fund’s Distribution Plan relating to Class C shares, the termination of the Fund’s Shareholder Services Plan and Agreement relating to Class A and Class C shares, and the conversion of all of the Fund’s outstanding Class A and Class C share classes to Class I shares.
The Fund’s distributor, UMB Distribution Services, LLC, acts as an intermediary to facilitate the buying and selling of Fund shares. With the Fund in liquidation and no longer offering its shares for sale, WA recommended the termination of the Distribution Agreement, which was approved by the Board, effective as of July 31, 2023.
Under the Fund’s Distribution Plan and the Shareholder Services Plan and Agreement, fees are paid by the Fund to cover certain costs of distribution, including, but not limited to, the marketing and selling of fund shares, and providing certain shareholder services. The Fund’s Distribution Plan relates only to Class C shares and compensates brokers and others who sell fund shares. The Fund’s Shareholder Services Plan and Agreement relates to Class A and Class C shares and is paid to persons engaged in shareholder servicing activities, such as, among others, responding to investor inquiries and providing investors with information about their investments. Both the Fund’s Distribution Plan and the Shareholder Services Plan and Agreement were also terminated as of July 31, 2023.
With the termination of the Fund’s Distribution Agreement, the Distribution Plan, and the Shareholder Services Plan and Agreement, the Board, as noted above, also approved the conversion of all of the Fund’s outstanding Class A and Class C share classes to Class I shares. The termination of the agreements and plans allowed for discontinuation of services that are no longer needed for the Fund because it is in liquidation. Furthermore, the terminations and the consolidation of share classes are expected to lower expenses for the Fund.
3.3 When did the share class conversion take place?
Answer: On August 14, 2023, the Class A and Class C share classes of the Fund were converted into Class I shares.
3.4 How were the number of shares determined for the share class conversion?
Answer: On August 14, 2023, the conversion was processed as follows:
1 share of Class A was converted to 0.987 shares of Class I, rounded to three decimal places (nearest thousandth).
1 share of Class C was converted to 0.927 shares of Class I, rounded to three decimal places (nearest thousandth).
| Old CUSIP | Prior Symbol | Old Description | 8/14/2023 NAV | New CUSIP | New Symbol | New Description | 8/14/2023 NAV | Merge Ratio |
|---|---|---|---|---|---|---|---|---|
| 96812D107 | WESFX | WESFX | $9.87 | 96812D305 | WEIFX | WILDERMUTH FUND CLASS I | $10.00 | 98.70% |
| 96812D206 | WEFCX | WEFCX | $9.27 | 96812D305 | WEIFX | WILDERMUTH FUND CLASS I | $10.00 | 92.70% |
3.5 Has the Fund’s calculation of its price per share or Net Asset Value (NAV) changed due to the liquidation and/or share class conversion?
Answer: No. The Fund is a registered investment company that is regulated under the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund’s holdings are valued consistent with applicable regulatory requirements.
3.6 Are there any tax consequences to shareholders relating to the share class conversion?
Answer: The August 14, 2023 share class conversion of the Wildermuth Fund’s Class A and Class C share classes to the Class I share class was processed as a non-taxable share class exchange. As always, we recommend you speak with your financial advisor or your tax advisor regarding tax implications related to your investments.
4.1 What guidance can the Fund provide for retirement account investors who cannot withdraw their required minimum distribution (RMD) for the year, if no distributions are made by the end of the year?
Answer: U.S. shareholders are strongly urged to consult their own tax advisors regarding implications to required minimum distributions, as the Fund (like mutual funds) does not provide tax advice.
4.2 How can shareholders or their beneficiaries provide updated account and contact information regarding subsequent transfers?
Answer: Shareholders or their beneficiaries may submit updated account and contact information to the custodian or the shareholder’s intermediary, such as the shareholder’s advisor. Please contact your financial advisor, custodian or the Fund’s shareholder services team for additional assistance. Shareholder Services can be reached at: 888-445-6032.