WILMINGTON TRUST COLLECTIVE INVESTMENT TRUST THE LASSO FUND FINANCIAL STATEMENTS (PREPARED ON THE LIQUIDATION BASIS OF ACCOUNTING) DECEMBER 31, 2016 WITH INDEPENDENT AUDITOR'S REPORT
THE LASSO FUND CONTENTS Independent Auditor's Report... 1 Statement of Assets and Liabilities in Liquidation... 3 Statement of Operations... 3 Statement of Changes in Net Assets in Liquidation... 4 Financial Highlights... 5 Notes to the Financial Statements... 6 Supplementary Information Investments Purchased and Sold... 9
INDEPENDENT AUDITOR'S REPORT Wilmington Trust, N.A, Trustee for Wilmington Trust Collective Investment Trust Report on the Financial Statements We have audited the accompanying financial statements of (the "Fund") of Wilmington Trust Collective Investment Trust (the "Trust"), which comprise the Statements of Assets and Liabilities in Liquidation, as of December 31, 2016, and the related Statements of Operations, Changes in Net Assets in Liquidation, and the Financial Highlights for the year then ended, and the related Notes to the Financial Statements. These financial statements and Financial Highlights are hereinafter collectively referred to as financial statements. Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor's Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Fund as of December 31, 2016, and the results of its operations, and changes in its net assets in liquidation and its financial highlights for the year then ended in accordance with accounting principles generally accepted in the United States of America. www.hogantaylor.com 1
Emphasis of Matter As discussed in Note 1 to the financial statements, the Trustee approved a plan of liquidation on December 31, 2016, and the Trustee commenced liquidation shortly thereafter. As a result, the Fund has changed its basis of accounting for periods subsequent to December 31, 2016, from the going concern basis to the liquidation basis. Other Matter Our audit was conducted for the purpose of forming an opinion on the financial statements as a whole. The supplementary information on investments purchased and sold for the year ended December 31, 2016, is presented for purposes of additional analysis and is not a required part of the financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the financial statements. The information has been subjected to the auditing procedures applied in the audit of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the information is fairly stated in all material respects in relation to the financial statements as a whole. Tulsa, Oklahoma April 28, 2017 2
Statement of Assets and Liabilities in Liquidation December 31, 2016 Assets Cash and cash equivalents $ 42,825 Accrued interest 7 Total assets 42,832 Liabilities and Net Assets Accrued expenses 31,776 Net assets in liquidation $ 11,056 Statement of Operations For the year ended December 31, 2016 Investment income Dividends $ 199,212 Interest 69 Expenses Trustee and sub-advisory fees 109,772 Professional services and other operating expenses 8,143 Net investment income 81,366 Realized and unrealized gain (loss) on investments Net realized loss on investments (243,089) Net change in unrealized appreciation on investments 612,719 Net realized and unrealized gain on investments 369,630 Net increase in net assets resulting from operations $ 450,996 See Notes to the Financial Statements. 3
Statement of Changes in Net Assets in Liquidation For the year ended December 31, 2016 Increase (decrease) in net assets resulting from operations Net investment income $ 81,366 Net realized loss on investments (243,089) Net change in unrealized appreciation on investments 612,719 Net increase in net assets resulting from operations 450,996 Fund unit transactions Proceeds from units issued - Class 70 3,974,161 Value of units redeemed - Class 70 (19,536,088) Decrease in net assets resulting from fund unit transactions (15,561,927) Decrease in net assets (15,110,931) Net assets, beginning of year 15,121,987 Net assets in liquidation, end of year $ 11,056 See Notes to the Financial Statements. 4
Financial Highlights For the year ended December 31, 2016 Per Unit Operating Performance Class 70 Net asset value, beginning of year $ 15.23 Income from investment operations: Net investment income (1) 0.08 Net realized and unrealized gain on investments (1) 0.44 Total income from investment operations 0.52 Net asset value in liquidation, end of year $ 15.75 Total Return 3.41% Supplemental Data Ratio to average net assets: Expenses 0.75% Net investment income 0.52% Fund Unit Activity Units, beginning of year 992,597 Issued 261,838 Redeemed (1,253,733) Units, end of year 702 (1) Based on average units outstanding. See Notes to the Financial Statements. 5
Notes to the Financial Statements December 31, 2016 Note 1 Organization and Plan of Liquidation Organization Wilmington Trust Collective Investment Trust (the "Trust") is intended to constitute an exempt trust under Section 501(a) of the Internal Revenue Code of 1986, as amended, and a group trust within the meaning of Rev. Rul. 81-100, as clarified and amended. The Trust is exempt from registration under the Investment Company Act of 1940, as amended, and the Securities Act of 1933, as amended. Wilmington Trust, N.A. ("WTNA" or the "Trustee") serves as the Trustee of the Trust. The Trustee is responsible for maintaining and administering the Trust and (the "Fund") and also serves as the investment advisor (the "Investment Advisor") to the Funds. M&T Bank Corporation is the ultimate parent of the Trustee. State Street Bank and Trust Company provides custody and transfer agency services for the Trust and the Fund. The Fund ceased operations on December 31, 2016. WTNA has engaged Lake Partners, Inc. (the "Sub-Advisor") to provide investment advice and recommendations with respect to investment of the Fund's assets. While the Trustee generally relies on the Sub-Advisor to manage the Funds' assets, the Trustee maintains ultimate fiduciary authority over the management of, and investments made, in each Fund. The Sub-Advisor is engaged pursuant to a sub-advisory agreement. The Trust consists of separate funds with differing investment objectives. The funds are designed to be used as investment vehicles by qualified retirement plans and certain plans maintained by governmental employers. The funds generally offer multiple fee classes. Not all fee classes are available for investment by all plans. Not all funds within the Trust are presented herein. The Fund's objective is to seek total return, including both capital appreciation and income. The Fund is intended to produce long-term total returns with lower volatility and/or reduced correlations compared to conventional equity and fixed income asset classes across a variety of market climates. Plan of Liquidation The Trustee approved a plan of liquidation and concluded liquidation was imminent as defined in Financial Accounting Standards Board Accounting Standards Codification ("ASC") subtopic 205-30, Liquidation Basis of Accounting. Under the plan of liquidation, the Fund plans to use cash to satisfy the Fund's obligations and pay the final redemption distribution to unit holders. As a result, the Fund changed its basis of accounting from the going concern basis to the liquidation basis of accounting effective December 31, 2016. Under the liquidation basis of accounting, assets are measured at the estimated amount of cash or other consideration that the Fund expects to collect in settling or disposing of those assets, and liabilities are measured at their estimated settlement amount, including costs that the Fund expects to incur through the end of its liquidation (liquidation value). Based on the nature of the Fund's assets as of December 31, 2016, fair value approximates liquidation value. The use of the liquidation basis of accounting is substantially similar to the basis of accounting that the Fund had applied prior to the use of the liquidation basis of accounting. Therefore, the Trustee believes the adoption of the liquidation basis of accounting did not have a material effect on the carrying values of assets and liabilities as of December 31, 2016. 6
Notes to the Financial Statements (continued) December 31, 2016 Note 2 Significant Accounting Policies The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP"). The Fund is an investment company and follows the accounting and reporting guidance in ASC Topic No. 946. Net Asset Value ("NAV") Units of the Fund are valued each day on which the New York Stock Exchange ("NYSE") is open for trading in accordance with the valuation procedures established by the Trustee. The NAV per unit is calculated as of the close of trading on the NYSE (generally, 4:00 p.m. U.S. Eastern time). The NAV per unit is computed by dividing the total fair value of the assets of a Fund, less its liabilities, by the total number of units outstanding at the time of such computation. Investment income earned is reinvested in the Fund and included in the determination of unit values. Fund Unit Transactions The Fund sells new units and repurchases outstanding units on a daily basis. Unit purchases and redemptions are transacted at the NAV of the Fund determined as of the close of business each day. A summary of the Fund unit activity for the Fund is included with its Financial Highlights. Cash and Cash Equivalents The Fund considers all highly liquid instruments with original maturities of three months or less at the acquisition date to be cash equivalents. Investment Transactions and Investment Income The Fund records security transactions on a trade date basis. Dividend income is recorded on the ex-dividend date. Net realized gains and losses on investments are determined by the first-in, first-out method. Interest income and expenses are recorded daily on the accrual basis. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Guarantees and Indemnifications Under the Fund's organizational documents, each trustee, officer, employee and agent of the Trust (including the Fund's Sub-Advisor) is indemnified, to the extent permitted by law, against certain liabilities that may arise in the performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts that contain a variety of indemnification clauses. The Fund's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. However, the Fund has not had prior claims or losses pursuant to these contracts and the Trustee believes the risk of loss to be remote. Income Tax Status The Trust has received a determination from the Internal Revenue Service (the "IRS") that the Trust is exempt from federal income taxation under Section 501(a) of the Internal Revenue Code. ASC 740-10, Accounting for Uncertainty in Income Taxes, provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. ASC 740-10 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Fund's tax returns to determine whether the tax positions are "more-likely-than-not" of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold are recorded as a tax expense. The Trustee has evaluated uncertain tax 7
Notes to the Financial Statements (continued) December 31, 2016 positions in the United States and all major foreign jurisdictions for all open tax years for the Fund since the Fund's inception and has determined that the Fund's tax positions are deemed to be "more-likely-than-not" as of December 31, 2016. In the event that the Fund incurs any tax liabilities in the future, the tax liabilities and the corresponding tax expense will be recorded on the Statement of Assets and Liabilities and Statement of Operations, respectively. The Trust's federal fiduciary tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service. The Fund did not accrue any interest or penalties related to uncertain tax liabilities as of December 31, 2016. The Trustee is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months. Subsequent Events The Trustee has evaluated the effect of subsequent events on the Fund's financial statements through April 28, 2017, which is the date the financial statements were available to be issued. See Note 1 for plan of liquidation. Note 3 Fees and Expenses Trustee and Sub-Advisory Fees All asset-based fees are based upon the net assets as determined at the end of each preceding business day as set forth in the table below. Except as otherwise noted, all asset-based fees are paid from the assets of the Fund. Fees are presented as a percentage of net assets. Fund Trustee Fee Sub-Advisory Fee The Lasso Fund 0.10% 0.60% Trustee Fee The Trustee receives an annual fee for trustee and administrative services provided to the Fund. Trustee fees are based upon the average daily value of the Fund and are accrued daily, paid quarterly in arrears and charged against the assets invested in the Fund. Such Trustee Fees for the year ended December 31, 2016, are included in the Statement of Operations for the Fund. Sub-Advisory Fee The Sub-Advisor is compensated for its investment advisory services provided to the Fund. These fees are based upon the average daily value of the Fund and are accrued daily, paid quarterly in arrears and charged against the assets invested in the Fund. Operating Expenses In addition to the fees described above, the Fund bears expenses related to its operation, including, but not limited to, audit, custody, tax and legal services. Expenses incurred in connection with the investment and reinvestment of Fund assets, including, without limitation, transfer agency fees, brokerage commission and other expenses, are also charged against the Fund. 8
Notes to the Financial Statements (continued) December 31, 2016 Note 4 Related Party Transactions The Trustee is a national bank that provides trust and custodial services for tax-advantaged retirement plans as well as trust and investment services to business pension and retirement plans. The Trustee is responsible for managing the Trust's investment and business affairs. Note 5 Concentration of Ownership As of December 31, 2016, the Fund had one unaffiliated investor holding 10% or more of the outstanding units of the Fund, representing 100% of the total outstanding units. Supplementary Information Investments Purchased and Sold Total investment purchases, sales proceeds, and realized loss for the year ended December 31, 2016, were: Purchases Sale Realized at Cost Proceeds Loss Investments $ 4,744,290 $ 19,721,064 $ (243,089) 9