As filed with the Securities and Exchange Commission on February 27, 2020
Securities Act Registration Statement No. 033-66528
Investment Company Act File No. 811-07912
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Pre-Effective Amendment | o | |
Post-Effective Amendment No. 78 | x |
and/or
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 79 | x |
(Check appropriate box or boxes)
OLD WESTBURY FUNDS, INC.
(Exact Name of Registrant as Specified in Charter)
760 Moore Road
King of Prussia, PA 19406
(Address of Principal Executive Offices, including Zip Code)
800-607-2200
(Registrant’s telephone number, including area code)
Nicola R. Knight, Esq.
Bessemer Investment Management LLC
630 Fifth Avenue
New York, New York 10111
(Name and Address of Agent for Service)
COPY TO:
Robert W. Helm
Dechert LLP
1900 K Street, NW
Washington, D.C. 20006
It is proposed that this filing will become effective (check appropriate box):
o | Immediately upon filing pursuant to paragraph (b) of Rule 485; or | |
x | On February 28, 2020 pursuant to paragraph (b) of Rule 485; or | |
o | 60 days after filing pursuant to paragraph (a)(1) of Rule 485; or | |
o | On (date) pursuant to paragraph (a)(1) of Rule 485; or | |
o | 75 days after filing pursuant to paragraph (a)(2) of Rule 485; or | |
o | On (date) pursuant to paragraph (a)(2) of Rule 485. |
If appropriate, check the following box:
o | This post-effective amendment designates a new effective date for a previously filed post-effective amendment. |
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Old Westbury Funds, Inc.
Prospectus
Old Westbury All Cap Core Fund | OWACX |
Old Westbury Large Cap Strategies Fund | OWLSX |
Old Westbury All Cap ESG Fund | OWSIX |
Old Westbury Small & Mid Cap Strategies Fund | OWSMX |
Old Westbury Multi-Asset Opportunities Fund | OWMAX |
Old Westbury Fixed Income Fund | OWFIX |
Old Westbury Municipal Bond Fund | OWMBX |
Old Westbury California Municipal Bond Fund | OWCAX |
Old Westbury New York Municipal Bond Fund | OWNYX |
February 28, 2020 | |
Bessemer Investment Management llc
Investment Adviser
As with all mutual funds, the Securities and Exchange Commission has not approved or disapproved these securities or passed upon the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offense.
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OLD WESTBURY FUNDS, INC.
Prospectus
February 28, 2020
Bessemer Investment Management LLC—the
Investment Adviser (the “Adviser”) to the Funds listed on the front cover of this Prospectus
(each, a “Fund” and collectively, the “Funds”)
CONTENTS
NOT FDIC INSURED
MAY LOSE VALUE
NO BANK GUARANTEE
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Investment Goal
The Fund’s goal is to seek long-term capital appreciation.
Fees and Expenses
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.
(1) | Total Annual Fund Operating Expenses will not agree with the ratio of expenses to average net assets in the Fund’s Financial Highlights, as the Financial Highlights reflect actual direct operating expenses of the Fund and do not include Acquired Fund Fees and Expenses. |
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated below and then redeem all of your shares at the end of these periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||
$101 | $315 | $547 | $1,213 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transactions costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Fund’s performance. During the fiscal year ended October 31, 2019, the Fund’s portfolio turnover rate was 31% of the average value of its portfolio.
Principal Investment Strategies
The Fund pursues its investment goal by investing in a diversified portfolio of equity and equity-related securities of any market capitalization. The Fund has no restrictions as to the size of the companies in which it invests. The Fund may invest in what generally are considered small-cap stocks, mid-cap stocks and large-cap stocks. The Fund may focus its investments in one of those categories, two of them or all of them, and may change the allocation of its investments at any time.
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The Fund invests in a portfolio of securities the Adviser believes has the potential for long-term capital appreciation. The Fund invests primarily in securities listed on securities exchanges or actively traded in over-the-counter markets. The securities may be listed or traded in the form of American Depositary Receipts (“ADRs”), Global Depositary Receipts (“GDRs”), or other types of depositary receipts (including non-voting depositary receipts) or dual listed securities. The foreign securities in which the Fund may invest may be issued by issuers located in emerging market or developing market countries. The Fund also may invest in exchange-traded funds (“ETFs”) and a variety of derivatives, including futures, options and other derivative instruments, to increase or to hedge, or protect, its exposure to, for example, movements in the securities markets.
Principal Risks
All investments carry a certain amount of risk and there is no assurance that the Fund will achieve its investment goal. The Adviser uses the Fund’s principal investment strategies and other investment strategies to seek to achieve the Fund’s investment goal. Investment decisions made by the Adviser in using these strategies may not produce the returns expected by the Adviser, may cause the Fund’s shares to lose value or may cause the Fund to underperform other funds with a similar investment goal. The shares offered by this Prospectus are not deposits or obligations of any bank, are not endorsed or guaranteed by any bank and are not insured or guaranteed by the U.S. Government, the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency. You could lose all or a part of your investment in the Fund.
The following are the principal risks of investing in the Fund. Please see “Additional Information About the Funds” for a detailed discussion of these risks and other factors you should carefully consider before deciding to invest in the Fund.
Stock Market/Company Risk — Stock markets are volatile and can decline significantly in response to real or perceived changes to the issuer, industry, market, economic, political, regulatory, geopolitical, pandemics and epidemics and other conditions. The value of an equity security can decline significantly in response to these conditions.
Market Capitalization Risk — To the extent the Fund invests in securities of small-, mid-, or large-cap companies, it takes on the associated risks. At times, any one of these market capitalizations may be out of favor with investors. Compared to small- and mid-cap companies, large-cap companies may be less responsive to changes and opportunities. Compared to large-cap companies, small- and mid-cap companies may depend on a more limited management group, may have a shorter history of operations, and may have limited product lines, markets or financial resources. The securities of small- and mid-cap companies are often more volatile and relatively less liquid than the securities of larger companies and may be more affected than other types of securities by the underperformance of a sector or during market downturns.
Foreign Market Risk — Exposure to foreign markets through issuers or currencies can involve additional risks relating to market, economic, political, regulatory, geopolitical, social, pandemics and epidemics or other conditions. International trade tensions involving certain countries and their trading counterparties may arise from time to time which can result in trade tariffs, embargoes, trade limitations, trade wars and other negative consequences. Such actions and consequences may ultimately result in a significant reduction in international trade, an oversupply of certain manufactured goods, devaluations of existing inventories and potentially the failure of individual companies and/or large segments of certain country’s export industry with a potentially severe negative impact to the Fund. In addition, the securities of foreign companies also may be subject to the imposition of economic sanctions or other government restrictions. The risks of foreign investments are increased in emerging markets which may experience hyperinflation and have far lower trading volumes and less liquidity than developed markets. Currency exchange rates may fluctuate significantly over short periods of time. Such fluctuations in foreign currency exchange rates can affect the value of the Fund’s portfolio. Depositary receipts are generally subject to the same risks as the foreign securities that they evidence or into which they may be converted.
Developing Market Countries Risk — The Fund’s investments in developing market countries are subject to all of the risks of foreign investing generally, and have additional heightened risks due to a lack of established legal, political, business and social frameworks to support securities markets.
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Exchange-Traded Funds Risk — Exchange-traded funds or ETFs are subject to many of the same risks associated with individual stocks, including market risk where the market as a whole, or the specific sector in which an ETF invests, may decline.
U.S. Government Obligations Risk — U.S. Government securities that are not direct obligations of the U.S. Treasury have more credit risk than securities directly supported by the full faith and credit of the U.S. Government.
Fixed Income Securities Risk — Fixed income securities are subject to a number of risks, including interest rate risk, credit risk, and the risks associated with a lack of liquidity in the fixed income market. In addition, the value of fixed income securities is subject to volatility and losses resulting from changes or perceived changes in economic conditions, particularly during times of unusual or adverse market or political events. Certain types of fixed income securities may be more sensitive to such conditions.
Credit Risk — Credit risk refers to the possibility that the issuer of a security will not be able to make payments of interest and principal when due. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also affect the value of the Fund’s investment in that issuer.
Interest Rate Risk — Interest rate risk is the risk of losses attributable to changes in interest rates. In general, when interest rates rise, debt security prices tend to fall. The opposite is also generally true, debt security prices tend to rise when interest rates fall. In general, securities with longer maturities are more sensitive to these interest rate changes.
LIBOR Risk — Many financial instruments, financings or other transactions to which the Fund may be a party use or may use a floating rate based on the London Interbank Offered Rate (“LIBOR”). In July 2017, the Financial Conduct Authority, the United Kingdom’s financial regulatory body, announced that after 2021 it will cease its active encouragement of banks to provide the quotations needed to sustain LIBOR. The future publication and utilization of LIBOR, and the nature of any replacement rate, is uncertain. Therefore, the potential effect of a transition away from LIBOR on the Fund or the financial instruments in which the Fund invests cannot yet be determined.
Derivatives Risk — Derivatives are subject to a number of risks, including changes in the market price of the underlying securities, credit risk with respect to the counterparty to the derivative instruments and the risk of loss due to changes in interest rates. The use of certain derivatives may also have a leveraging effect, which may increase the Fund’s sensitivity to adverse market movements and may exaggerate a loss.
Performance Information
The bar chart and the performance table shown below provide some indication of the risks of investing in the Fund by showing changes in its performance from year to year and by comparing the Fund’s performance to a broad-based securities index, the MSCI ACWI Investable Market Index (Net). In addition, the Fund compares its performance to a blended benchmark, as a secondary benchmark, consisting of a 90% weighting in the MSCI USA Index (Gross) and a 10% weighting in the MSCI ACWI ex USA Index (Net). The Net performance figures of each index reflect no deductions for fees, expenses or income taxes. Past performance (before and after taxes) does not necessarily predict future performance. Fund performance reflects fees, waivers and/or expense reimbursements and reinvestment of distributions, if any. Without waivers/reimbursements, performance would be lower.
Prior to December 30, 2016, the Fund was named the Old Westbury Large Cap Core Fund and operated under a different investment strategy. Prior to November 16, 2011, the Fund was named the Old Westbury U.S. Large Cap Fund and operated under a different investment strategy. The performance information shown below largely represents the Fund’s prior investment strategies and may not be representative of performance the Fund will achieve under its current investment strategy.
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Annual Total Returns (for calendar years ended December 31st)
During the periods shown in the bar chart, the highest return for a quarter was 14.41% (quarter ended 3/31/2019) and the lowest return for a quarter was (15.10)% (quarter ended 9/30/2011).
Average Annual Total Returns
(for the periods ended 12/31/2019) |
1 Year | 5 Years | 10 Years | ||||
Fund Return Before Taxes | 32.12% | 9.45% | 7.94% | ||||
Fund Return After Taxes on Distributions | 29.39% | 8.47% | 7.26% | ||||
Fund Return After Taxes on Distributions and Sale of Shares | 20.85% | 7.35% | 6.37% | ||||
MSCI ACWI IMI (Net) (reflects no deduction for fees, expenses or income taxes) | 26.35% | 8.34% | 8.91% | ||||
90% MSCI USA (Gross) & 10% MSCI ACWI ex USA (Net) (reflects no deduction for fees, expenses or income taxes) | 30.61% | 11.02% | 12.69% |
After-tax returns are calculated using the historical highest individual federal marginal income tax rate, and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown. After-tax returns shown are not relevant to tax-exempt investors or those who hold Fund shares through tax-deferred arrangements such as 401(k) plans or Individual Retirement Accounts.
Management of the Fund
Investment Adviser. Bessemer Investment Management LLC, a wholly-owned subsidiary of Bessemer Trust Company, N.A. (“Bessemer”), is located at 630 Fifth Avenue, New York, New York 10111.
Portfolio Managers.
Mr. John Alexander Christie, Managing Director of the Adviser, has managed the Fund since November 16, 2011.
Mr. Michael Morrisroe, Managing Director of the Adviser, has managed the Fund since December 30, 2016.
Purchase and Sale of Fund Shares
For important information about the purchase and sale of Fund shares, please turn to the section entitled “Purchase and Sale of Fund Shares” on page 46 of this Prospectus.
Tax Information
The Fund will distribute to its shareholders substantially all of the Fund’s net investment income and realized net capital gains, if any. Distributions from the Fund’s ordinary income and net short-term capital gain, if any, generally will be taxable to you as ordinary income. Distributions from the Fund’s net long-term capital gain, if any, generally will be taxable to you as long-term capital gain.
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Financial Intermediary Compensation
For important information about financial intermediary compensation, please turn to the section entitled “Financial Intermediary Compensation” on page 46 of this Prospectus.
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Investment Goal
The Fund’s goal is to seek long-term capital appreciation.
Fees and Expenses
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees | 0.81% |
Other Expenses | 0.29% |
Acquired Fund Fees and Expenses | 0.02% |
Total Annual Fund Operating Expenses(1) | 1.12% |
(1) | Total Annual Fund Operating Expenses will not agree with the ratio of expenses to average net assets in the Fund’s Financial Highlights, as the Financial Highlights reflect actual direct operating expenses of the Fund and do not include Acquired Fund Fees and Expenses. |
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated below and then redeem all of your shares at the end of these periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||
$114 | $356 | $617 | $1,363 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transactions costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Fund’s performance. During the fiscal year ended October 31, 2019, the Fund’s portfolio turnover rate was 73% of the average value of its portfolio.
Principal Investment Strategies
The Fund pursues its investment goal by investing in a diversified portfolio of equity and equity-related securities throughout the world, including in emerging markets. Under normal circumstances, the Fund invests at least 80% of its net assets, including any borrowings for investment purposes, in securities of large capitalization companies. The Adviser currently defines large capitalization companies as companies having, at the time of initial investment, a market capitalization equal to or greater than the largest 70% by market capitalization of the companies that comprise the MSCI ACWI Investable Market Index (IMI). The Fund may continue to hold securities of companies whose market capitalizations fall below the foregoing threshold subsequent to the Fund’s investment in such securities. As of December 31, 2019, the smallest market capitalization in this group was $14.4 billion. This
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capitalization range will change as the size of the companies in the index changes with market conditions and the composition of the index.
The Fund employs multiple investment strategies which the Adviser believes are complementary. The Fund invests in securities the Adviser believes have potential for above average returns and active currency strategies. The Fund invests primarily in securities listed on securities exchanges or actively traded in over-the-counter markets either within or outside the issuer’s domicile country. The securities may be listed or traded in the form of American Depositary Receipts (“ADRs”), European Depositary Receipts (“EDRs”) and Global Depositary Receipts (“GDRs”), or other types of depositary receipts (including non-voting depositary receipts) or dual listed securities. The Fund may also invest in government fixed income securities, other investment companies, including exchange-traded funds (“ETFs”), and a variety of derivatives, including futures, options, swaps, and other derivative instruments, to increase or to hedge, or protect, its exposure to, for example, currency value fluctuations or movements in the securities markets. In addition, the Fund may engage in short sales. The foreign securities in which the Fund may invest may be issued by issuers located in emerging market or developing market countries. Fixed income securities held by the Fund may be of any maturity.
The Fund may employ a quantitative managed volatility equities strategy. Under such strategy, the Adviser seeks to achieve a low volatility portfolio by using a proprietary quantitative process that measures equity securities’ attractiveness by considering and weighting multiple factors relating to the market valuation, corporate management competence and security-specific components of an issuer. Under the quantitative strategy, the Fund may invest in U.S. and non-U.S. equity securities with a minimum market capitalization of $1.0 billion. The Fund may, to a lesser extent, also employ quantitative strategies focused on one or more industries.
The Adviser has engaged sub-advisers to make the day-to-day investment decisions for portions of the Fund’s portfolio.
Principal Risks
All investments carry a certain amount of risk and there is no assurance that the Fund will achieve its investment goal. The Adviser and sub-advisers use the Fund’s principal investment strategies and other investment strategies to seek to achieve the Fund’s investment goal. Investment decisions made by the Adviser and sub-advisers in using these strategies may not produce the returns expected by the Adviser and sub-advisers, may cause the Fund’s shares to lose value or may cause the Fund to underperform other funds with a similar investment goal. The shares offered by this Prospectus are not deposits or obligations of any bank, are not endorsed or guaranteed by any bank and are not insured or guaranteed by the U.S. Government, the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency. You could lose all or a part of your investment in the Fund.
The following are the principal risks of investing in the Fund. Please see “Additional Information About the Funds” for a detailed discussion of these risks and other factors you should carefully consider before deciding to invest in the Fund.
Stock Market/Company Risk — Stock markets are volatile and can decline significantly in response to real or perceived changes to the issuer, industry, market, economic, political, regulatory, geopolitical, pandemics and epidemics and other conditions. The value of an equity security can decline significantly in response to these conditions.
Foreign Market Risk — Exposure to foreign markets through issuers or currencies can involve additional risks relating to market, economic, political, regulatory, geopolitical, social, pandemics and epidemics or other conditions. International trade tensions involving certain countries and their trading counterparties may arise from time to time which can result in trade tariffs, embargoes, trade limitations, trade wars and other negative consequences. Such actions and consequences may ultimately result in a significant reduction in international trade, an oversupply of certain manufactured goods, devaluations of existing inventories and potentially the failure of individual companies and/or large segments of certain country’s export industry with a potentially severe negative impact to the Fund. In addition, the securities of foreign companies also may be subject to the imposition of economic sanctions or other government restrictions. The risks of foreign investments are increased in emerging markets which may experience hyperinflation and have far lower trading volumes and less liquidity than developed
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markets. Currency exchange rates may fluctuate significantly over short periods of time. Such fluctuations in foreign currency exchange rates can affect the value of the Fund’s portfolio. Depositary receipts are generally subject to the same risks as the foreign securities that they evidence or into which they may be converted.
Developing Market Countries Risk — The Fund’s investments in developing market countries are subject to all of the risks of foreign investing generally, and have additional heightened risks due to a lack of established legal, political, business and social frameworks to support securities markets.
Exchange-Traded Funds Risk — Exchange-traded funds or ETFs are subject to many of the same risks associated with individual stocks, including market risk where the market as a whole, or the specific sector in which an ETF invests, may decline.
U.S. Government Obligations Risk — U.S. Government securities that are not direct obligations of the U.S. Treasury have more credit risk than securities directly supported by the full faith and credit of the U.S. Government.
Fixed Income Securities Risk — Fixed income securities are subject to a number of risks, including interest rate risk, credit risk, and the risks associated with a lack of liquidity in the fixed income market. In addition, the value of fixed income securities is subject to volatility and losses resulting from changes or perceived changes in economic conditions, particularly during times of unusual or adverse market or political events. Certain types of fixed income securities may be more sensitive to such conditions.
Credit Risk — Credit risk refers to the possibility that the issuer of a security will not be able to make payments of interest and principal when due. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also affect the value of the Fund’s investment in that issuer.
Interest Rate Risk — Interest rate risk is the risk of losses attributable to changes in interest rates. In general, when interest rates rise, debt security prices tend to fall. The opposite is also generally true, debt security prices tend to rise when interest rates fall. In general, securities with longer maturities are more sensitive to these interest rate changes.
LIBOR Risk — Many financial instruments, financings or other transactions to which the Fund may be a party use or may use a floating rate based on the London Interbank Offered Rate (“LIBOR”). In July 2017, the Financial Conduct Authority, the United Kingdom’s financial regulatory body, announced that after 2021 it will cease its active encouragement of banks to provide the quotations needed to sustain LIBOR. The future publication and utilization of LIBOR, and the nature of any replacement rate, is uncertain. Therefore, the potential effect of a transition away from LIBOR on the Fund or the financial instruments in which the Fund invests cannot yet be determined.
Derivatives Risk — Derivatives are subject to a number of risks, including changes in the market price of the underlying securities, credit risk with respect to the counterparty to the derivative instruments and the risk of loss due to changes in interest rates. The use of certain derivatives may also have a leveraging effect, which may increase the Fund’s sensitivity to adverse market movements and may exaggerate a loss.
Multi-Style Management Risk — Because certain portions of the Fund’s assets are managed by different portfolio managers using different styles, the Fund could experience overlapping investments.
Growth Style Investment Risk — Growth stocks can perform differently from the market as a whole and from other types of stocks. While growth stocks may react differently to issuer, political, market and economic developments than the market as a whole and other types of stocks by rising in price in certain environments, growth stocks also tend to be sensitive to changes in the earnings of their underlying companies and more volatile than other types of stocks, particularly over the short-term.
Value Style Investment Risk — Value stocks can perform differently from the market as a whole and from other types of stocks. Value stocks may be purchased based upon the belief that a given security may be out of
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favor; that belief may be misplaced or the security may stay out of favor for an extended period of time.
Quantitative Investment Strategy Risk — A portion of the Fund may be managed using a quantitative process. The impact of risk and quantitative metrics on a security’s performance can be difficult to predict, and securities that previously possessed certain desirable characteristics may not continue to demonstrate those same characteristics in the future. There can be no assurance that this quantitative process will perform as anticipated or enable the Fund to achieve its investment objective.
Performance Information
The bar chart and the performance table shown below provide some indication of the risks of investing in the Fund by showing changes in its performance from year to year and by comparing the Fund’s performance to a broad-based securities index, the MSCI ACWI Large Cap Index (Net). The Net performance figures of the index reflect no deductions for fees, expenses or income taxes. Past performance (before and after taxes) does not necessarily predict future performance. Fund performance reflects fees, waivers and/or expense reimbursements and reinvestment of distributions, if any. Without waivers/reimbursements, performance would be lower.
Prior to November 16, 2011, the Fund was named the Old Westbury Non-U.S. Large Cap Fund and operated under a different investment strategy. The performance information shown below may not be representative of the performance the Fund will achieve under its current investment strategy.
Annual Total Returns (for calendar years ended December 31st)
During the periods shown in the bar chart, the highest return for a quarter was 20.35% (quarter ended 9/30/2010) and the lowest return for a quarter was (21.36)% (quarter ended 9/30/2011).
Average Annual Total Returns
(for the periods ended 12/31/2019) |
1 Year | 5 Years | 10 Years | ||||
Fund Return Before Taxes | 25.19% | 7.19% | 7.77% | ||||
Fund Return After Taxes on Distributions | 23.75% | 6.23% | 7.14% | ||||
Fund Return After Taxes on Distributions and Sale of Shares | 15.89% | 5.53% | 6.25% | ||||
MSCI ACWI Large Cap Index (Net) (reflects no deduction for fees, expenses or income taxes) | 26.72% | 8.59% | 8.74% |
After-tax returns are calculated using the historical highest individual federal marginal income tax rate, and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown. After-tax returns shown are not relevant to tax-exempt investors or those who hold Fund shares through tax-deferred arrangements such as 401(k) plans or Individual Retirement Accounts.
Management of the Fund
Investment Adviser. Bessemer Investment Management LLC, a wholly-owned subsidiary of Bessemer Trust Company, N.A. (“Bessemer”), is located at 630 Fifth Avenue, New York, New York 10111.
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Portfolio Managers and Sub-Advisers.
Mr. John Hall, Managing Director of the Adviser, has managed the Fund since January 15, 2019.
Mr. Edward N. Aw, Managing Director and Head of Quantitative Strategies of the Adviser, has managed the Fund since January 15, 2016.
Ms. Nancy Sheft, Managing Director of the Adviser, has managed the Fund since October 25, 2016
Mr. Jeffrey A. Rutledge, Managing Director of the Adviser, has managed the Fund since October 1, 2018.
Sands Capital Management, LLC (“Sands”) is responsible for the day-to-day management of a portion of the Fund’s portfolio subject to the oversight of the Adviser. Messrs. David Levanson, Perry Williams and Brian Christiansen are the portfolio managers of Sands’ portion of the Fund. Mr. Levanson has been portfolio manager of Sand’s portion of the Fund since November 16, 2011, and Messrs. Williams and Christiansen have been portfolio managers of Sand’s portion of the Fund since June 1, 2013 and January 31, 2020, respectively.
Harding Loevner LP (“Harding Loevner”) is responsible for the day-to-day management of a portion of the Fund’s portfolio subject to the oversight of the Adviser. Harding Loevner’s portion of the Fund’s portfolio is managed under an investment team structure by Craig Shaw, Pradipta Chakrabortty, Scott Crawshaw, Rusty Johnson and Richard Schmidt. Messrs. Shaw and Crawshaw are co-lead portfolio managers and have the ultimate authority and accountability with respect to decisions made by Harding Loevner’s investment team. Messrs. Shaw, Chakrabortty, Crawshaw, Johnson, and Schmidt have been the portfolio managers of Harding Loevner’s portion of the Fund since February 13, 2015. Mr. Shaw joined Harding Loevner in 2001. Mr. Chakrabortty joined Harding Loevner in 2008. Mr. Crawshaw joined Harding Loevner in 2014. Mr. Johnson joined Harding Loevner in 1994. Mr. Schmidt joined Harding Loevner in 2011.
Purchase and Sale of Fund Shares
For important information about the purchase and sale of Fund shares, please turn to the section entitled “Purchase and Sale of Fund Shares” on page 46 of this Prospectus.
Tax Information
The Fund will distribute to its shareholders substantially all of the Fund’s net investment income and realized net capital gains, if any. Distributions from the Fund’s ordinary income and net short-term capital gain, if any, generally will be taxable to you as ordinary income. Distributions from the Fund’s net long-term capital gain, if any, generally will be taxable to you as long-term capital gain.
Financial Intermediary Compensation
For important information about financial intermediary compensation, please turn to the section entitled “Financial Intermediary Compensation” on page 46 of this Prospectus.
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Investment Goal
The Fund’s goal is to seek long-term capital appreciation.
Fees and Expenses
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees | 0.75 | % | ||
Other Expenses(1) | 0.68 | % | ||
Total Annual Fund Operating Expenses(1) | 1.43 | % | ||
Less Fee Waiver(2) | (0.43 | )% | ||
Total Annual Fund Operating Expenses After Fee Waiver(2) | 1.00 | % |
(1) |
The amount shown for “Other Expenses” is based on estimated amounts, and as such Total Annual Fund Operating Expenses will not agree with the ratio of expenses to average net assets before expense waiver in the Fund’s Financial Highlights for the year ended October 31, 2019 which included certain non-recurring expenses. |
(2) | The Adviser has contractually committed through October 31, 2021 to waive its advisory fees to the extent necessary to maintain the net operating expense ratio of the Fund, excluding Fund transaction costs, investment interest expense, dividend expenses associated with securities sold short and Acquired Fund Fees and Expenses (if any), at 1.00%. This commitment may not be changed or terminated at any time before October 31, 2021 without the approval of the Board of Directors. |
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated below and then redeem all of your shares at the end of these periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same (taking into account the contractual fee waiver). Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||
$102 | $380 | $712 | $1,650 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transactions costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Fund’s performance. During the fiscal year ended October 31, 2019, the Fund’s portfolio turnover rate was 57% of the average value of its portfolio.
Principal Investment Strategies
The Adviser will seek to achieve the Fund’s investment goal by using a quantitative approach to invest in companies that, on an overall portfolio level, achieve a higher “ESG” score than the Fund’s benchmark. ESG refers to environmental, social, and governance factors. Under normal circumstances, the Fund invests at least 80% of its net assets, including any borrowings for investment purposes, in securities of any market capitalization or sector that
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meet the Adviser’s ESG sustainability criteria. The Adviser’s investment process combines ESG scores with a proprietary quantitative process.
ESG scores are provided by a third party vendor who measures a company’s management of industry-relevant ESG-related risks and opportunities. Scores are based on a checklist approach of numerous underlying ESG metrics, such as environmental policies and systems, employee diversity programs, workplace safety programs and board independence. The vendor weights ESG factors differently by industry, depending on materiality to that particular industry, meaning those issues that could cause the most significant business and/or environmental/social impacts if not managed well. Companies are then scored relative to their industry peers on a scale of 0 to 100. The Adviser also uses a proprietary quantitative process that scores a universe of publicly-traded companies based on multiple fundamental factors that encompass valuation, profitability, earnings quality, and business risk. Companies are ranked based on these factors. In constructing the Fund’s portfolio, companies scoring in the bottom ESG quintile are excluded from the investment universe, and the ESG-eligible companies are overlaid on top of the universe of companies ranked by fundamental factors. A proprietary optimization process systematically selects and weights stocks in a manner that achieves a higher ESG score relative to the benchmark. As a result, the Fund’s holdings will consist of a subset of the eligible ESG investable universe.
The Adviser monitors the Fund’s portfolio for escalating ESG controversies such as business incidents that may have a negative impact on the environment and society. The Adviser may exclude companies with significant ESG-related controversies.
The Fund has no restrictions as to the size of the companies in which it invests. The Fund may invest in what generally are considered small-cap stocks, mid-cap stocks, and large-cap stocks. The Fund invests primarily in securities listed on securities exchanges or actively traded in over-the-counter markets. The securities may be listed or traded in the form of American Depositary Receipts, Global Depositary Receipts, or other types of depositary receipts (including non-voting depositary receipts) or dual listed securities. The foreign securities in which the Fund may invest may be issued by issuers located in emerging market or developing market countries.
Principal Risks
All investments carry a certain amount of risk and there is no assurance that the Fund will achieve its investment goal. The Adviser uses the Fund’s principal investment strategies and other investment strategies to seek to achieve the Fund’s investment goal. Investment decisions made by the Adviser in using these strategies may not produce the returns expected by the Adviser, may cause the Fund’s shares to lose value or may cause the Fund to underperform other funds with a similar investment goal. The shares offered by this Prospectus are not deposits or obligations of any bank, are not endorsed or guaranteed by any bank and are not insured or guaranteed by the U.S. Government, the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency. You could lose all or a part of your investment in the Fund.
The following are the principal risks of investing in the Fund. Please see “Additional Information About the Funds” for a detailed discussion of these risks and other factors you should carefully consider before deciding to invest in the Fund.
ESG Focus Risk —The Fund’s ESG focus may cause it to perform differently than funds that invest in securities that do not consider ESG scores when selecting investments. The Fund’s ESG focus may result in the Fund forgoing opportunities to buy certain securities when it might otherwise be advantageous to do so, or selling securities when it might otherwise be disadvantageous for the Fund to do so. The Fund’s consideration of ESG factors in making its investment decisions may affect the Fund’s exposure to risks associated with certain issuers, industries and sectors, including risks related to climate change and political and regulatory changes, which may impact the Fund’s investment performance. The Fund utilizes ESG scores obtained through a third-party vendor’s rating methodology. There can be no assurance that the rating methodology will perform as anticipated or enable the Fund to achieve its investment objective.
Stock Market/Company Risk —Stock markets are volatile and can decline significantly in response to real or perceived changes to the issuer, industry, market, economic, political, regulatory, geopolitical, pandemics and
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epidemics and other conditions. The value of an equity security can decline significantly in response to these conditions.
Market Capitalization Risk —To the extent the Fund invests in securities of small-, mid-, or large-cap companies, it takes on the associated risks. At times, any one of these market capitalizations may be out of favor with investors. Compared to small- and mid-cap companies, large-cap companies may be less responsive to changes and opportunities. Compared to large-cap companies, small- and mid-cap companies may depend on a more limited management group, may have a shorter history of operations, and may have limited product lines, markets or financial resources. The securities of small- and mid-cap companies are often more volatile and relatively less liquid than the securities of larger companies and may be more affected than other types of securities by the underperformance of a sector or during market downturns.
Foreign Market Risk — Exposure to foreign markets through issuers or currencies can involve additional risks relating to market, economic, political, regulatory, geopolitical, social, pandemics and epidemics or other conditions. International trade tensions involving certain countries and their trading counterparties may arise from time to time which can result in trade tariffs, embargoes, trade limitations, trade wars and other negative consequences. Such actions and consequences may ultimately result in a significant reduction in international trade, an oversupply of certain manufactured goods, devaluations of existing inventories and potentially the failure of individual companies and/or large segments of certain country’s export industry with a potentially severe negative impact to the Fund. In addition, the securities of foreign companies also may be subject to the imposition of economic sanctions or other government restrictions. The risks of foreign investments are increased in emerging markets which may experience hyperinflation and have far lower trading volumes and less liquidity than developed markets. Currency exchange rates may fluctuate significantly over short periods of time. Such fluctuations in foreign currency exchange rates can affect the value of the Fund’s portfolio. Depositary receipts are generally subject to the same risks as the foreign securities that they evidence or into which they may be converted.
Developing Market Countries Risk — The Fund’s investments in developing market countries are subject to all of the risks of foreign investing generally, and have additional heightened risks due to a lack of established legal, political, business, and social frameworks to support securities markets.
Quantitative Investment Strategy Risk — The Fund is managed using a quantitative process. The impact of risk and quantitative metrics on a security’s performance can be difficult to predict, and securities that previously possessed certain desirable characteristics may not continue to demonstrate those same characteristics in the future. There can be no assurance that this quantitative process will perform as anticipated or enable the Fund to achieve its investment objective.
Performance Information
The bar chart and the performance table shown below provide some indication of the risks of investing in the Fund by comparing the Fund’s performance to a broad-based securities index, the MSCI ACWI Index (Net). The Net performance figures of the index reflect no deductions for fees, expenses or income taxes. Past performance (before and after taxes) does not necessarily predict future performance. Fund performance reflects fees, waivers and/or expense reimbursements and reinvestment of distributions, if any. Without waivers/reimbursements, performance would be lower.
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Annual Total Returns (for calendar years ended December 31st)
During the period shown in the bar chart, the highest return for a quarter was 11.38% (quarter ended 3/31/2019) and the lowest return for a quarter was (1.66)% (quarter ended 09/30/2019).
Average Annual Total Returns
(for the periods ended 12/31/2019) |
1 Year |
Since
Commencement of Operations (3/1/2018) |
||
Fund Return Before Taxes | 21.56% | 6.17% | ||
Fund Return After Taxes on Distributions | 21.11% | 5.84% | ||
Fund Return After Taxes on Distributions and Sale of Shares | 13.37% | 4.86% | ||
MSCI ACWI Index (Net) (reflects no deduction for fees, expenses or income taxes) | 26.60% | 7.06% |
After-tax returns are calculated using the historical highest individual federal marginal income tax rate, and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown. After-tax returns shown are not relevant to tax-exempt investors or those who hold Fund shares through tax-deferred arrangements such as 401(k) plans or Individual Retirement Accounts.
Management of the Fund
Investment Adviser. Bessemer Investment Management LLC, a wholly-owned subsidiary of Bessemer Trust Company, N.A. (“Bessemer”), is located at 630 Fifth Avenue, New York, New York 10111.
Portfolio Managers.
Dr. Qiang Jiang, PhD, Managing Director and Director of Investment Quantitative R&D at the Adviser, has managed the Fund since March 1, 2018.
Mr. Y. Gregory Sivin, Principal and Director of Quantitative Portfolio Management at the Adviser, has managed the Fund since March 1, 2018.
Ms. Anna E. White, Principal of the Adviser, has managed the Fund since March 1, 2018.
Purchase and Sale of Fund Shares
For important information about the purchase and sale of Fund shares, please turn to the section entitled “Purchase and Sale of Fund Shares” on page 46 of this Prospectus.
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Tax Information
The Fund will distribute to its shareholders substantially all of the Fund’s net investment income and realized net capital gains, if any. Distributions from the Fund’s ordinary income and net short-term capital gain, if any, generally will be taxable to you as ordinary income. Distributions from the Fund’s net long-term capital gain, if any, generally will be taxable to you as long-term capital gain.
Financial Intermediary Compensation
For important information about financial intermediary compensation, please turn to the section entitled “Financial Intermediary Compensation” on page 46 of this Prospectus.
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Investment Goal
The Fund’s goal is to seek long-term capital appreciation.
Fees and Expenses
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees | 0.85 | % | ||
Other Expenses | 0.30 | % | ||
Acquired Fund Fees and Expenses | 0.02 | % | ||
Total Annual Fund Operating Expenses(1),(2) | 1.17 | % | ||
Less Fee Waiver(2) | (0.04) | % | ||
Total Annual Fund Operating Expenses After Fee Waiver(2) | 1.13 | % |
(1) | Total Annual Fund Operating Expenses will not agree with the ratio of expenses to average net assets before expense waiver in the Fund’s Financial Highlights, as the Financial Highlights reflect actual direct operating expenses of the Fund and do not include Acquired Fund Fees and Expenses. |
(2) | The Adviser has contractually committed through October 31, 2021 to waive its advisory fees to the extent necessary to maintain the net operating expense ratio of the Fund, excluding Fund transaction costs, investment interest expense, dividend expenses associated with securities sold short and Acquired Fund Fees and Expenses (if any), at 1.11%. This commitment may not be changed or terminated at any time before October 31, 2021 without the approval of the Board of Directors. |
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated below and then redeem all of your shares at the end of these periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same (taking into account the contractual fee waiver). Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||
$115 | $365 | $637 | $1,414 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transactions costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Fund’s performance. During the fiscal year ended October 31, 2019, the Fund’s portfolio turnover rate was 52% of the average value of its portfolio.
Principal Investment Strategies
The Fund invests in a broad, diversified portfolio of securities of small and medium capitalization companies traded on a principal U.S. exchange or U.S. over-the-counter market, and securities of small and medium capitalization non-U.S. companies in foreign countries, including emerging market countries. Under normal
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circumstances, the Fund invests at least 80% of its net assets, including borrowings for investment purposes, in securities of small and medium capitalization companies. The Adviser currently defines small and medium capitalization companies as companies having, at the time of initial investment, a market capitalization not greater than the smallest 40% by market capitalization of the companies that comprise the MSCI ACWI Investable Market Index (IMI). The Fund may continue to hold securities whose market capitalizations exceed or fall below the foregoing threshold subsequent to the Fund’s investment in such securities. As of December 31, 2019, the largest market capitalization in this group was $25.6 billion. This capitalization range will change as the size of the companies in the index changes with market conditions and the composition of the index.
The Fund may employ a quantitative managed volatility equities strategy. Under such strategy, the Adviser seeks to achieve a low volatility portfolio by using a proprietary quantitative process that measures equity securities’ attractiveness by considering and weighting multiple factors relating to the market valuation, corporate management competence and security-specific components of an issuer. Under the quantitative strategy, the Fund may invest in U.S. and non-U.S. equity securities with a minimum market capitalization of $1.0 billion.
The Fund invests primarily in securities listed on securities exchanges or actively traded in over-the-counter markets either within or outside the issuer’s domicile country. The securities may be listed or traded in the form of American Depositary Receipts (“ADRs”), European Depositary Receipts (“EDRs”) and Global Depositary Receipts (“GDRs”), or other types of depositary receipts (including non-voting depositary receipts) or dual listed securities. The Fund also may invest in government fixed income securities, exchange-traded funds (“ETFs”), real estate investment trusts (“REITs”) and REIT-like entities, corporate bonds, and a variety of derivatives, including futures, options, swaps and other derivative instruments, to increase return, to hedge, or protect, its exposure to, for example, interest rate movements, movements in the commodities or securities markets and currency value fluctuations. Fixed income securities held by the Fund may be of any maturity or quality, including investment grade securities, below investment grade rated securities (sometimes referred to as “junk bonds”) and unrated securities determined by the Adviser or sub-advisers to be of comparable quality.
The Adviser has engaged sub-advisers to make the day-to-day investment decisions for portions of the Fund’s portfolio.
Principal Risks
All investments carry a certain amount of risk and there is no assurance that the Fund will achieve its investment goal. The Adviser and sub-advisers use the Fund’s principal investment strategies and other investment strategies to seek to achieve the Fund’s investment goal. Investment decisions made by the Adviser and sub-advisers in using these strategies may not produce the returns expected by the Adviser or sub-advisers, may cause the Fund’s shares to lose value or may cause the Fund to underperform other funds with a similar investment goal. The shares offered by this Prospectus are not deposits or obligations of any bank, are not endorsed or guaranteed by any bank and are not insured or guaranteed by the U.S. Government, the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency. You could lose all or a part of your investment in the Fund.
The following are the principal risks of investing in the Fund. Please see “Additional Information About the Funds” for a detailed discussion of these risks and other factors you should carefully consider before deciding to invest in the Fund.
Stock Market/Company Risk — Stock markets are volatile and can decline significantly in response to real or perceived changes to the issuer, industry, market, economic, political, regulatory, geopolitical, pandemics and epidemics and other conditions. The value of an equity security can decline significantly in response to these conditions.
Smaller and Mid-Sized Company Risk — Smaller and mid-sized companies may be more vulnerable to market downturns and adverse business or economic events and may be relatively less liquid than securities in larger companies.
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Foreign Market Risk — Exposure to foreign markets through issuers or currencies can involve additional risks relating to market, economic, political, regulatory, geopolitical, social, pandemics and epidemics or other conditions. International trade tensions involving certain countries and their trading counterparties may arise from time to time which can result in trade tariffs, embargoes, trade limitations, trade wars and other negative consequences. Such actions and consequences may ultimately result in a significant reduction in international trade, an oversupply of certain manufactured goods, devaluations of existing inventories and potentially the failure of individual companies and/or large segments of certain country’s export industry with a potentially severe negative impact to the Fund. In addition, the securities of foreign companies also may be subject to the imposition of economic sanctions or other government restrictions. The risks of foreign investments are increased in emerging markets which may experience hyperinflation and have far lower trading volumes and less liquidity than developed markets. Currency exchange rates may fluctuate significantly over short periods of time. Such fluctuations in foreign currency exchange rates can affect the value of the Fund’s portfolio. Depositary receipts are generally subject to the same risks as the foreign securities that they evidence or into which they may be converted.
Developing Market Countries Risk — The Fund’s investments in developing market countries are subject to all of the risks of foreign investing generally, and have additional heightened risks due to a lack of established legal, political, business and social frameworks to support securities markets.
Exchange-Traded Funds Risk
— Exchange-traded funds or ETFs are subject to many of the same risks associated with individual stocks, including
market risk where the market as a whole, or the specific sector in which an ETF invests, may decline.
Real Estate Investment Trusts Risk — Real estate investment trusts or REITs and REIT-like entities carry risks generally incident to the ownership of real property, as well as additional risks such as limited diversification, poor performance by the manager of the REIT or REIT-like entity and adverse changes to the tax laws.
U.S. Government Obligations Risk — U.S. Government securities that are not direct obligations of the U.S. Treasury have more credit risk than securities directly supported by the full faith and credit of the U.S. Government.
Derivatives Risk — Derivatives are subject to a number of risks, including changes in the market price of the underlying securities, credit risk with respect to the counterparty to the derivative instruments and the risk of loss due to changes in interest rates. The use of certain derivatives may also have a leveraging effect, which may increase the Fund’s sensitivity to adverse market movements and may exaggerate a loss.
Fixed Income Securities Risk — Fixed income securities are subject to a number of risks, including interest rate risk, credit risk, and the risks associated with a lack of liquidity in the fixed income market. In addition, the value of fixed income securities is subject to volatility and losses resulting from changes or perceived changes in economic conditions, particularly during times of unusual or adverse market or political events. Certain types of fixed income securities may be more sensitive to such conditions.
Interest Rate Risk — Interest rate risk is the risk of losses attributable to changes in interest rates. In general, when interest rates rise, debt security prices tend to fall. The opposite is also generally true, debt security prices tend to rise when interest rates fall. In general, securities with longer maturities are more sensitive to these interest rate changes.
LIBOR Risk — Many financial instruments, financings or other transactions to which the Fund may be a party use or may use a floating rate based on the London Interbank Offered Rate (“LIBOR”). In July 2017, the Financial Conduct Authority, the United Kingdom’s financial regulatory body, announced that after 2021 it will cease its active encouragement of banks to provide the quotations needed to sustain LIBOR. The future publication and utilization of LIBOR, and the nature of any replacement rate, is uncertain. Therefore, the potential effect of a transition away from LIBOR on the Fund or the financial instruments in which the Fund invests cannot yet be determined.
Credit Risk — Credit risk refers to the possibility that the issuer of a security will not be able to make payments of interest and principal when due. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also affect the value of the Fund’s investment in that issuer.
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Multi-Style Management Risk — Because certain portions of the Fund’s assets are managed by different portfolio managers using different styles, the Fund could experience overlapping investments.
High-Yield, Lower-Grade Debt Securities Risk — High-yield and lower-grade debt securities (sometimes referred to as “junk bonds”) are high risk investments and may cause principal and investment losses to the Fund to a greater extent than investment grade debt securities. Such debt securities may be considered to be speculative and may be more vulnerable to the risks associated with fixed income securities, particularly price volatility and market conditions attributable to adverse economic or political developments.
Liquidity Risk — Liquidity risk refers to the possibility that it may be difficult or impossible to sell certain positions within an acceptable timeframe or at an acceptable price.
Quantitative Investment Strategy Risk —A Fund may be managed using a quantitative process. The impact of risk and quantitative metrics on a security’s performance can be difficult to predict, and securities that previously possessed certain desirable characteristics may not continue to demonstrate those same characteristics in the future. There can be no assurance that this quantitative process will perform as anticipated or enable the Fund to achieve its investment objective.
Performance Information
The bar chart and the performance table shown below provide some indication of the risks of investing in the Fund by showing changes in its performance from year to year and by comparing the Fund’s performance to a broad-based securities index, the MSCI ACWI SMID Cap Index (Net). The Net performance figures of the index reflect no deductions for fees, expenses or income taxes. Past performance (before and after taxes) does not necessarily predict future performance. Fund performance reflects fees, waivers and/or expense reimbursements and reinvestment of distributions, if any. Without waivers/reimbursements, performance would be lower.
Prior to December 30, 2016, the Fund was named the Old Westbury Small & Mid Cap Fund and operated under a different investment strategy. The performance information shown below may not be representative of performance the Fund will achieve under its current investment strategy.
Annual Total Returns (for calendar years ended December 31st)
During the periods shown in the bar chart, the highest return for a quarter was 15.96% (quarter ended 9/30/2010) and the lowest return for a quarter was (19.83)% (quarter ended 9/30/2011).
Average Annual Total Returns
(for the periods ended 12/31/2019) |
1 Year | 5 Years | 10 Years | |||
Fund Return Before Taxes | 24.50% | 7.46% | 9.32% | |||
Fund Return After Taxes on Distributions | 23.18% | 5.49% | 7.72% | |||
Fund Return After Taxes on Distributions and Sale of Shares | 15.44% | 5.58% | 7.41% | |||
MSCI ACWI SMID Cap Index (Net) (reflects no deduction for fees, expenses or income taxes) | 25.37% | 7.66% | 9.35% |
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After-tax returns are calculated using the historical highest individual federal marginal income tax rate, and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown. After-tax returns shown are not relevant to tax-exempt investors or those who hold Fund shares through tax-deferred arrangements such as 401(k) plans or Individual Retirement Accounts. The Fund Return After Taxes on Distributions and Sale of Shares may be higher than other return figures when a capital loss occurs upon the redemption of Fund shares.
Management of the Fund
Investment Adviser. Bessemer Investment Management LLC, a wholly-owned subsidiary of Bessemer Trust Company, N.A. (“Bessemer”), is located at 630 Fifth Avenue, New York, New York 10111.
Portfolio Managers and Sub-Advisers.
Ms. Nancy Sheft, Managing Director of the Adviser, has managed the Fund since October 25, 2016.
Mr. Edward N. Aw, Managing Director and Head of Quantitative Strategies of the Adviser, has managed the Fund since June 2016.
Mr. Michael Morrisroe, Managing Director of the Adviser, has managed the Fund since February 28, 2014.
Dimensional Fund Advisors LP (“Dimensional”) is responsible for the day-to-day management of a portion of the Fund’s portfolio subject to the oversight of the Adviser. Dimensional manages its portion of the Fund’s portfolio using a team approach which includes the Investment Committee of Dimensional, portfolio managers and all other trading personnel. Messrs. Jed S. Fogdall, Arun Keswani and Ms. Mary T. Phillips are responsible for coordinating the day-to-day management of Dimensional’s portion of the Fund. Ms. Phillips has been a portfolio manager of Dimensional’s portion of the Fund since 2017. Mr. Keswani has been a portfolio manager for Dimensional’s portion of the Fund since 2016. Mr. Fogdall has been a portfolio manager of Dimensional’s portion of the Fund since 2010.
Champlain Investment Partners, LLC (“Champlain”) is responsible for the day-to-day management of a portion of the Fund’s portfolio subject to the oversight of the Adviser. Champlain’s portion of the Fund has been managed by a team of investment professionals led by Mr. Scott T. Brayman since January 1, 2006. The team includes Corey N. Bronner, Joseph M. Caligiuri, Joseph J. Farley, and Robert D. Hallisey. Mr. Corey N. Bronner and Mr. Joseph M. Caligiuri have been members of Champlain’s investment team since 2010. Mr. Joseph J. Farley has been a member of Champlain’s investment team since 2014. Mr. Robert D. Hallisey has been a member of Champlain’s investment team since 2016.
Martingale Asset Management, L.P. (“Martingale”) is responsible for the day-to-day management of a portion of the Fund’s portfolio subject to the oversight of the Adviser. Martingale’s portion of the Fund has been managed by a team of investment professionals led by Messrs. James M. Eysenbach, William E. Jacques, Samuel Nathans, Fan Gao, Prabhu Kavi and David E. Schmidt since August 9, 2016.
Baillie Gifford Overseas Limited (“Baillie Gifford”) is responsible for the day-to-day management of a portion of the Fund’s portfolio subject to the oversight of the Adviser. Baillie Gifford’s portion of the Fund has been managed by Mr. Douglas Brodie since September 5, 2017.
Polunin Capital Partners Limited (“Polunin”) is responsible for the day-to-day management of a portion of the Fund’s portfolio subject to the oversight of the Adviser. Polunin’s portion of the Fund has been managed by Mr. Douglas Polunin since September 5, 2017. Mr. Polunin is supported by a team of investment professionals.
Acadian Asset Management LLC (“Acadian”) is responsible for the day-to-day management of a portion of the Fund’s portfolio subject to the oversight of the Adviser. Acadian’s portion of the Fund has been managed by a team of investment professionals led by Messrs. Brendan Bradley, Ryan Taliaferro and Harry Gakidis since July 19, 2018.
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Purchase and Sale of Fund Shares
For important information about the purchase and sale of Fund shares, please turn to the section entitled “Purchase and Sale of Fund Shares” on page 46 of this Prospectus.
Tax Information
The Fund will distribute to its shareholders substantially all of the Fund’s net investment income and realized net capital gains, if any. Distributions from the Fund’s ordinary income and net short-term capital gain, if any, generally will be taxable to you as ordinary income. Distributions from the Fund’s net long-term capital gain, if any, generally will be taxable to you as long-term capital gain.
Financial Intermediary Compensation
For important information about financial intermediary compensation, please turn to the section entitled “Financial Intermediary Compensation” on page 46 of this Prospectus.
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Investment Goal
The Fund’s goal is to seek long-term capital appreciation.
Fees and Expenses
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) |
Management Fees | 1.04 | % | ||
Other Expenses | 0.28 | % | ||
Acquired Fund Fees and Expenses | 0.01 | % | ||
Total Annual Fund Operating Expenses(1),(2) | 1.33 | % | ||
Less Fee Waiver(2) | (0.12) | % | ||
Total Annual Fund Operating Expenses After Fee Waiver(2) | 1.21 | % |
(1) | Total Annual Fund Operating Expenses will not agree with the ratio of expenses to average net assets before expense waivers in the Fund’s Financial Highlights, as the Financial Highlights reflect actual direct operating expenses of the Fund and do not include Acquired Fund Fees and Expenses. | |
(2) | The Adviser has contractually committed through October 31, 2021 to waive its advisory fees to the extent necessary to maintain the net operating expense ratio of the Fund, excluding Fund transaction costs, investment interest expense, dividend expenses associated with securities sold short and Acquired Fund Fees and Expenses (if any), at 1.20%. This commitment may not be changed or terminated at any time before October 31, 2021 without the approval of the Board of Directors. | |
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated below and then redeem all of your shares at the end of these periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same (taking into account the contractual fee waiver). Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||
$123 | $401 | $709 | $1,584 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transactions costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Fund’s performance. During the fiscal year ended October 31, 2019, the Fund’s portfolio turnover rate was 132% of the average value of its portfolio.
Principal Investment Strategies
The Fund pursues its investment goal by investing throughout the world in a broad range of equity securities, securities that have equity-like characteristics and fixed-income securities. Investments may include
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common stocks, preferred stocks, convertible securities, corporate bonds, asset-backed securities, including mortgage-backed obligations, real estate investment trusts (“REITs”), structured notes, depositary receipts, U.S. and non-U.S. Government fixed-income securities, inflation-protected securities such as Treasury Inflation Protected Securities (“TIPS”) and similar bonds issued by governments outside of the United States, and commodity-linked instruments. The Fund may seek to capture the return potential created by market dislocations. The Fund invests in securities issued by companies of any capitalization size. Securities held by the Fund may be of any maturity or quality, including below investment grade rated securities (sometimes referred to as “junk bonds”) and unrated securities determined by the Adviser or sub-advisers to be of comparable quality. The Fund invests in different types of securities and asset classes to the extent permitted by applicable laws, regulations and orders.
The Fund’s portfolio may include investments in both domestic and foreign securities, including securities issued by companies or governments in emerging market countries. The relative attractiveness of particular currencies may be a factor in the Adviser’s or sub-advisers’ investment decisions with respect to security selection. The Fund also may invest in a variety of derivatives, including among others, futures, options, swap contracts, forward contracts, including forward foreign currency exchange contracts, and other derivative instruments, both to increase return and/or to hedge, or protect, its exposure to, for example, interest rate movements, movements in the commodities or securities markets (including relevant indexes) and currency value fluctuations. In addition, the Fund may invest in private placements and exchange-traded funds (“ETFs”). The Fund may engage in short selling and other investment techniques.
The Adviser employs sub-advisers for some asset classes, or segments of specific asset classes, and allocates the Fund’s portfolio investments on an opportunistic basis intended to achieve attractive relative returns among asset classes and investments. The Adviser’s investment process consists of fundamental research as well as the use of proprietary quantitative models that evaluate a universe of equity securities based on a number of factors which could include valuation, revenues, earnings, capital discipline, financial leverage and volatility.
The Fund seeks to gain exposure to commodities through direct investments in commodities-related instruments, derivatives and other investments and through investments in OWF Multi-Asset Opportunities Fund Ltd., a wholly-owned subsidiary of the Fund organized under the laws of the Cayman Islands (the “Subsidiary”). The Subsidiary is advised by the Adviser and has the same investment goal as the Fund. In addition, the Subsidiary (like the Fund) will limit its investment in illiquid assets to 15% of its net assets. The Subsidiary pursues its investment goal by investing in commodities-related instruments, derivatives and other investments. The Subsidiary (unlike the Fund) may invest without limitation in these investments. However, the Subsidiary is otherwise subject to the same fundamental, non-fundamental and certain other investment restrictions as the Fund. Additionally, for purposes of monitoring compliance with certain provisions of the Investment Company Act of 1940, as amended (the “1940 Act”), including those governing investment policies, capital structure and leverage, and affiliated transactions and custody, the Fund will consider the assets of the Subsidiary to be the assets of the Fund. The portion of the Fund’s or Subsidiary’s assets exposed to any particular derivative or other investment will vary based on market conditions, but from time to time some exposure could be substantial. To the extent of the Fund’s investment in the Subsidiary, it will be subject to the risks associated with the derivatives and other investments in which the Subsidiary invests, which are discussed elsewhere in the Prospectus.
Principal Risks
All investments carry a certain amount of risk and there is no assurance that the Fund will achieve its investment goal. The Adviser and sub-advisers use the Fund’s principal investment strategies and other investment strategies to seek to achieve the Fund’s investment goal. Investment decisions made by the Adviser and sub-advisers in using these strategies may not produce the returns expected by the Adviser or sub-advisers, may cause the Fund’s shares to lose value or may cause the Fund to underperform other funds with a similar investment goal. The shares offered by this Prospectus are not deposits or obligations of any bank, are not endorsed or guaranteed by any bank and are not insured or guaranteed by the U.S. Government, the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency. You could lose all or a part of your investment in the Fund.
The following are the principal risks of investing in the Fund. Please see “Additional Information About the Funds” for a detailed discussion of these risks and other factors you should carefully consider before deciding to invest in the Fund.
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Stock Market/Company Risk — Stock markets are volatile and can decline significantly in response to real or perceived changes to the issuer, industry, market, economic, political, regulatory, geopolitical, pandemics and epidemics and other conditions. The value of an equity security can decline significantly in response to these conditions.
Smaller and Mid-Sized Company Risk — Smaller and mid-sized companies may be more vulnerable to market downturns and adverse business or economic events and may be relatively less liquid than securities of larger companies.
Foreign Market Risk — Exposure to foreign markets through issuers or currencies can involve additional risks relating to market, economic, political, regulatory, geopolitical, social, pandemics and epidemics or other conditions. International trade tensions involving certain countries and their trading counterparties may arise from time to time which can result in trade tariffs, embargoes, trade limitations, trade wars and other negative consequences. Such actions and consequences may ultimately result in a significant reduction in international trade, an oversupply of certain manufactured goods, devaluations of existing inventories and potentially the failure of individual companies and/or large segments of certain country’s export industry with a potentially severe negative impact to the Fund. In addition, the securities of foreign companies also may be subject to the imposition of economic sanctions or other government restrictions. The risks of foreign investments are increased in emerging markets which may experience hyperinflation and have far lower trading volumes and less liquidity than developed markets. Currency exchange rates may fluctuate significantly over short periods of time. Such fluctuations in foreign currency exchange rates can affect the value of the Fund’s portfolio. Depositary receipts are generally subject to the same risks as the foreign securities that they evidence or into which they may be converted.
Currency Management Strategies Risk — Currency management strategies may substantially change the Fund’s exposure to currency exchange rates and could result in losses to the Fund if currencies do not perform as the Adviser or sub-advisers expect. In addition, currency management strategies, to the extent that they reduce the Fund’s exposure to currency risks, may also reduce the Fund’s ability to benefit from favorable changes in currency exchange rates and, when used for purposes other than hedging, may further increase the Fund’s exposure to foreign investment losses.
Exchange-Traded Funds Risk — Exchange-traded funds or ETFs are subject to many of the same risks associated with individual stocks, including market risk where the market as a whole, or the specific sector in which an ETF invests, may decline.
Real Estate Investment Trusts Risk — Real estate investment trusts or REITs carry risks generally incident to the ownership of real property, as well as additional risks such as limited diversification, poor performance by the manager of the REIT and adverse changes to the tax laws.
Fixed Income Securities Risk — Fixed income securities are subject to a number of risks, including interest rate risk, credit risk, and the risks associated with a lack of liquidity in the fixed income market. In addition, the value of fixed income securities is subject to volatility and losses resulting from changes or perceived changes in economic conditions, particularly during times of unusual or adverse market or political events. Certain types of fixed income securities may be more sensitive to such conditions.
Developing Market Countries Risk — The Fund’s investments in developing market countries are subject to all of the risks of foreign investing generally, and have additional heightened risks due to a lack of established legal, political, business and social frameworks to support securities markets.
Interest Rate Risk — Interest rate risk is the risk of losses attributable to changes in interest rates. In general, when interest rates rise, debt security prices tend to fall. The opposite is also generally true, debt security prices tend to rise when interest rates fall. In general, securities with longer maturities are more sensitive to these interest rate changes.
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LIBOR Risk — Many financial instruments, financings or other transactions to which the Fund may be a party use or may use a floating rate based on the London Interbank Offered Rate (“LIBOR”). In July 2017, the Financial Conduct Authority, the United Kingdom’s financial regulatory body, announced that after 2021 it will cease its active encouragement of banks to provide the quotations needed to sustain LIBOR. The future publication and utilization of LIBOR, and the nature of any replacement rate, is uncertain. Therefore, the potential effect of a transition away from LIBOR on the Fund or the financial instruments in which the Fund invests cannot yet be determined.
Credit Risk — Credit risk refers to the possibility that the issuer of a security will not be able to make payments of interest and principal when due. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also affect the value of the Fund’s investment in that issuer.
High Portfolio Turnover Risk — The Fund may engage in active and frequent trading of its portfolio securities. High portfolio turnover (more than 100%) may result in increased transaction costs to the Fund, including brokerage commissions, dealer mark-ups and other transaction costs on the sale of the securities and on reinvestment in other securities. The sale of Fund portfolio securities may result in the realization and/or distribution to shareholders of higher capital gains or losses as compared to a fund with less active trading policies. These effects of higher than normal portfolio turnover may adversely affect Fund performance.
High-Yield, Lower-Grade Debt Securities Risk — High-yield and lower-grade debt securities (sometimes referred to as “junk bonds”) are high risk investments and may cause principal and investment losses to the Fund to a greater extent than investment grade debt securities. Such debt securities may be considered to be speculative and may be more vulnerable to the risks associated with fixed income securities, particularly price volatility and market conditions attributable to adverse economic or political developments.
U.S. Government Obligations Risk — U.S. Government securities that are not direct obligations of the U.S. Treasury have more credit risk than securities directly supported by the full faith and credit of the U.S. Government.
Mortgage-Backed and Asset-Backed Securities Risk — Securities representing interests in “pools” of mortgages or other assets are subject to various risks, including prepayment and contraction risk, risk of default of the underlying mortgage or assets, and delinquencies and losses of the underlying mortgage or assets. Additionally, political risks and legal developments may adversely affect the value and liquidity of these securities.
Municipal Securities Risk — Prices of municipal securities rise and fall in response to interest rate changes and local political and economic factors may adversely affect the value and liquidity of these securities. In addition, the Fund’s investments in municipal securities are subject to the risks associated with a lack of liquidity in the municipal bond market.
Convertible Securities Risk — Convertible securities are subject to interest rate risk, the risk that the issuer will not be able to pay interest or dividend when due, the risk that their market value may change based on changes to the issuer’s credit ratings or the market’s perception of the issuer’s creditworthiness, and the risk that their value may not increase or decrease as rapidly as the underlying common stock.
Derivatives Risk — Derivatives are subject to a number of risks, including changes in the market price of the underlying security, currency, index or instrument, credit risk with respect to the counterparty to the derivative instruments and the risk of loss due to changes in interest rates or volatility. The use of certain derivatives may also have a leveraging effect, which may increase the Fund’s sensitivity to adverse market movements and may exaggerate a loss.
Structured Notes Risk — Investing in structured notes is subject to certain risks, including credit risk and the normal risks of price changes in response to changes in interest rates.
Commodities Risk — The value of commodities may be affected by, among other things, changes in overall market movements, commodity index volatility, changes in interest rates, or factors affecting a particular industry or commodity. The operations and financial performance of companies in the agricultural, natural resources
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and related industries may be directly affected by commodity prices. This risk is exacerbated for those companies that own the underlying commodity.
Inflation-Protected Securities Risk — The value of an inflation-protected debt security generally will fall when real interest rates rise.
Restricted Securities Risk — Restricted securities are securities that are not registered under the Securities Act of 1933, as amended, and are offered in private placement. Restricted securities carry the risk that few potential purchasers for such securities may exist.
Short Sales Risk — Short sales involve the risk that losses may be exaggerated, potentially causing the Fund to lose more money than the actual cost of the investment.
Certain Tax Risk — Historically, the Internal Revenue Service (“IRS”) has issued private letter rulings in which the IRS specifically concluded that income and gains from investments in a wholly-owned foreign subsidiary that invests in commodity-linked instruments are “qualifying income” for purposes of compliance with Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Multi-Asset Opportunities Fund has not received such a private letter ruling, and is not able to rely on private letter rulings issued to other taxpayers. Based on the principles underlying the private letter ruling issued to other taxpayers, the Fund seeks to gain exposure to the commodity markets through investments in the Subsidiary. However, the IRS has suspended the granting of such private letter rulings, pending review of its position on this matter. The IRS has issued regulations that generally treat the Fund’s income inclusion with respect to the Subsidiary as qualifying income if there is a distribution in the same taxable year out of the earnings and profits of the Subsidiary that is attributable to such income inclusion, or if the Fund’s income inclusion with respect to the Subsidiary is derived in connection with the Fund’s business of investing in stocks, securities, or currencies. The IRS also recently issued a revenue procedure, which states that the IRS will not in the future issue private letter rulings that would require a determination of whether an asset (such as a commodity index-linked note) is a “security” under the 1940 Act. The tax treatment of the Fund’s investments in the Subsidiary may be adversely affected by future legislation, Treasury Regulations, court decisions and/or guidance issued by the IRS that could affect whether income derived from such investments is “qualifying income” under Subchapter M of the Code, or otherwise affect the character, timing and/or amount of the Fund’s taxable income or any gains and distributions made by the Fund. Additionally, the tax treatment and characterization of the Fund’s distribution may vary significantly from time to time because of the varied nature of the Fund’s investments. The Subsidiary is treated as a “controlled foreign corporation” and the Fund is treated as a “U.S. shareholder” of the Subsidiary for U.S. federal income tax purposes. As a result, the Fund is required to currently include in gross income for U.S. federal income tax purposes all of the Subsidiary’s “Subpart F income,” whether or not such income is distributed by the Subsidiary, and there will be a corresponding adjustment to the Fund’s tax basis in the subsidiary. This reporting disparity may give rise to differences when calculating distributable earnings or deficits under U.S. GAAP and U.S. federal income tax rules, and such differences could be material.
Loan Participations and Assignments Risk — Loan participations and assignments of portions of loans involve special types of risk, including credit risk, interest rate risk, liquidity risk and the risks of being a lender.
Multi-Style Management Risk — Because certain portions of the Fund’s assets are managed by different portfolio managers using different styles, the Fund could experience overlapping investments.
Subsidiary Risk — Because the Fund will invest a portion of its assets in the Subsidiary, which may hold commodities-related instruments, derivatives and other investments described in this Prospectus, the Fund will be indirectly exposed to the risks associated with the Subsidiary’s investments. The Subsidiary generally is subject to the same fundamental, non-fundamental and certain other investment restrictions as the Fund; however, the Subsidiary (unlike the Fund) may invest without limitation in commodities-related instruments, derivatives and other investments.
Performance Information
The bar chart and the performance table shown below provide some indication of the risks of investing in the Fund by showing changes in its performance from year to year and by comparing the Fund’s performance to a
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broad-based securities index, the MSCI All Country World Investable Market Index (IMI) (Net). The Fund also compares its performance to a blended benchmark, as a secondary benchmark, consisting of a 60% weighting in the MSCI All Country World Investable Market Index (IMI) (Net) and a 40% weighting in the BofAML 1-10 Year AAA-A US Corporate & Government Index (Net) (the “Blended Index”). The Net performance figures of each index reflect no deductions for fees, expenses or income taxes. Past performance (before and after taxes) does not necessarily predict future performance. Fund performance reflects fees, waivers and/or expense reimbursements and reinvestment of distributions, if any. Without waivers/reimbursements, performance would be lower.
Annual Total Returns (for calendar years ended December 31st)
During the periods shown in the bar chart, the highest return for a quarter was 9.22% (quarter ended 9/30/2010) and the lowest return for a quarter was (13.56)% (quarter ended 9/30/2011).
Average Annual Total Returns
(for the periods ended 12/31/2019) |
1 Year | 5 Years | 10 Years | |||
Fund Return Before Taxes | 16.16% | 4.67% | 6.06% | |||
Fund Return After Taxes on Distributions | 14.40% | 2.96% | 4.18% | |||
Fund Return After Taxes on Distributions and Sale of Shares | 9.57% | 2.95% | 4.05% | |||
MSCI ACWI IMI (Net) (reflects no deduction for fees, expenses or income taxes) | 26.35% | 8.34% | 8.91% | |||
60% MSCI ACWI IMI (Net) & 40% BofAML 1-10 Year AAA-A US Corporate & Government Index (Net) (reflects no deduction for fees, expenses or income taxes) | 18.04% | 6.09% | 6.67% |
After-tax returns are calculated using the historical highest individual federal marginal income tax rate, and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown. After-tax returns shown are not relevant to tax-exempt investors or those who hold Fund shares through tax-deferred arrangements such as 401(k) plans or Individual Retirement Accounts.
Management of the Fund
Investment Adviser. Bessemer Investment Management LLC, a wholly-owned subsidiary of Bessemer Trust Company, N.A. (“Bessemer”), is located at 630 Fifth Avenue, New York, New York 10111. The Adviser also serves as the investment adviser for the Subsidiary.
Portfolio Managers and Sub-Advisers.
Mr. Amit Bortz, Principal and Co-Portfolio Manager of the Adviser, has managed the Fund since February 28, 2014.
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Mr. Jared B. Olivenstein, Principal and Co-Portfolio Manager of the Adviser, has managed the Fund since July 1, 2019.
Mr. Anthony Wile, Senior Vice President and Associate Portfolio Manager of the Adviser, has managed the Fund since May 1, 2019 and has been a member of the Multi-Asset Opportunities team of the Adviser since January 2017.
BlackRock Financial Management, Inc. (“BlackRock”) is responsible for the day-to-day management of a portion of the Fund’s portfolio subject to the oversight of the Adviser. Mr. Ibrahim Incoglu has been a portfolio manager of BlackRock’s portion of the Fund since May 1, 2014.
Muzinich & Co., Inc. (“Muzinich”) is responsible for the day-to-day management of a portion of the Fund’s portfolio subject to the oversight of the Adviser. Messrs. Michael McEachern, Warren Hyland and Thomas Samson have been portfolio managers of Muzinich’s portion of the Fund since October 24, 2013. Mr. Torben Ronberg has been a portfolio manager of Muzinich’s portion of the Fund since March 1, 2018. Mr. Anthony Demeo has been a portfolio manager of Muzinich’s portion of the Fund since February 28, 2020.
Purchase and Sale of Fund Shares
For important information about the purchase and sale of Fund shares, please turn to the section entitled “Purchase and Sale of Fund Shares” on page 46 of this Prospectus.
Tax Information
The Fund will distribute to its shareholders substantially all of the Fund’s net investment income and realized net capital gains, if any. Distributions from the Fund’s ordinary income and net short-term capital gain, if any, generally will be taxable to you as ordinary income. Distributions from the Fund’s net long-term capital gain, if any, generally will be taxable to you as long-term capital gain.
Financial Intermediary Compensation
For important information about financial intermediary compensation, please turn to the section entitled “Financial Intermediary Compensation” on page 46 of this Prospectus.
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Investment Goal
The Fund’s goal is to seek total return (consisting of current income and capital appreciation).
Fees and Expenses
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) |
Management Fees | 0.41 | % | ||
Other Expenses | 0.29 | % | ||
Total Annual Fund Operating Expenses | 0.70 | % | ||
Less Fee Waiver(1) | (0.13) | % | ||
Total Annual Fund Operating Expenses After Fee Waiver(1) | 0.57 | % |
(1) | The Adviser has contractually committed through October 31, 2021 to waive its advisory fees to the extent necessary to maintain the net operating expense ratio of the Fund, excluding transaction costs, investment interest expense, dividend expenses associated with securities sold short and Acquired Fund Fees and Expenses (if any), at 0.57%. This commitment may not be changed or terminated at any time before October 31, 2021 without the approval of the Board of Directors. |
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated below and then redeem all of your shares at the end of these periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same (taking into account the contractual fee waiver). Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||
$58 | $202 | $368 | $850 |
Portfolio Turnover
The Fund pays transaction costs, such as commission, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transactions costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Fund’s performance. During the fiscal year ended October 31, 2019, the Fund’s portfolio turnover rate was 34% of the average value of its portfolio.
Principal Investment Strategies
The Fund invests primarily in a diversified portfolio of investment-grade bonds and notes of any maturity. The Fund invests at least 80% of its net assets, plus borrowings for investment purposes, in investment-grade fixed income securities including corporate, asset-backed, mortgage-backed, and U.S. Government securities. The Adviser attempts to manage the Fund’s “total return” (which includes both changes in principal value of the Fund’s securities and income earned) by lengthening or shortening the average maturity of the Fund’s securities according to whether the Adviser expects market interest rates to rise or decline. The Fund may also engage in futures and options
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transactions, both to increase return and/or to hedge, or protect, its exposure to, for example, interest rate movements, movements in the commodities or securities markets and currency value fluctuations. In addition, the Fund may invest in exchange-traded funds (“ETFs”), convertible securities, municipal securities, and inflation-protected securities such as Treasury Inflation Protected Securities (“TIPS”) and similar bonds issued by governments outside of the United States. Fixed income securities held by the Fund may be of any maturity.
Principal Risks
All investments carry a certain amount of risk and there is no assurance that the Fund will achieve its investment goal. The Adviser uses the Fund’s principal investment strategies and other investment strategies to seek to achieve the Fund’s investment goal. Investment decisions made by the Adviser in using these strategies may not produce the returns expected by the Adviser, may cause the Fund’s shares to lose value or may cause the Fund to underperform other funds with a similar investment goal. The shares offered by this Prospectus are not deposits or obligations of any bank, are not endorsed or guaranteed by any bank and are not insured or guaranteed by the U.S. Government, the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency. You could lose all or a part of your investment in the Fund.
The following are the principal risks of investing in the Fund. Please see “Additional Information About the Funds” for a detailed discussion of these risks and other factors you should carefully consider before deciding to invest in the Fund.
Fixed Income Securities Risk — Fixed income securities are subject to a number of risks, including interest rate risk, credit risk, and the risks associated with a lack of liquidity in the fixed income market. In addition, the value of fixed income securities is subject to volatility and losses resulting from changes or perceived changes in economic conditions, particularly during times of unusual or adverse market or political events. Certain types of fixed income securities may be more sensitive to such conditions.
Credit Risk — Credit risk refers to the possibility that the issuer of a security will not be able to make payments of interest and principal when due. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also affect the value of the Fund’s investment in that issuer.
Exchange-Traded Funds Risk — Exchange-traded funds or ETFs are subject to many of the same risks associated with individual stocks, including market risk where the market as a whole, or the specific sector in which an ETF invests, may decline.
Interest Rate Risk — Interest rate risk is the risk of losses attributable to changes in interest rates. In general, when interest rates rise, debt security prices tend to fall. The opposite is also generally true, debt security prices tend to rise when interest rates fall. In general, securities with longer maturities are more sensitive to these interest rate changes.
LIBOR Risk — Many financial instruments, financings or other transactions to which the Fund may be a party use or may use a floating rate based on the London Interbank Offered Rate (“LIBOR”). In July 2017, the Financial Conduct Authority, the United Kingdom’s financial regulatory body, announced that after 2021 it will cease its active encouragement of banks to provide the quotations needed to sustain LIBOR. The future publication and utilization of LIBOR, and the nature of any replacement rate, is uncertain. Therefore, the potential effect of a transition away from LIBOR on the Fund or the financial instruments in which the Fund invests cannot yet be determined.
Liquidity Risk — Liquidity risk means the risk that the Fund could not meet requests to redeem shares without significant dilution of remaining investors’ interests. Liquidity risk may also include the risk that it may be difficult or impossible to sell certain positions within an acceptable timeframe or at an acceptable price.
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U.S. Government Obligations Risk — U.S. Government securities that are not direct obligations of the U.S. Treasury have more credit risk than securities directly supported by the full faith and credit of the U.S. Government.
Inflation-Protected Securities Risk — The value of an inflation-protected debt security generally will fall when real interest rates rise.
Mortgage-Backed and Asset-Backed Securities Risk — Securities representing interests in “pools” of mortgages or other assets are subject to various risks, including prepayment and contraction risk, risk of default of the underlying mortgage or assets and delinquencies and losses of the underlying mortgage or assets.
Municipal Securities Risk — Prices of municipal securities rise and fall in response to interest rate changes and local political and economic factors may adversely affect the value and liquidity of these securities. In addition, the Fund’s investments in municipal securities are subject to the risks associated with a lack of liquidity in the municipal bond market.
Convertible Securities Risk — Convertible securities are subject to interest rate risk, the risk that the issuer will not be able to pay interest or dividend when due, the risk that their market value may change based on changes to the issuer’s credit ratings or the market’s perception of the issuer’s creditworthiness, and the risk that their value may not increase or decrease as rapidly as the underlying common stock.
Foreign Market Risk — Exposure to foreign markets through issuers or currencies can involve additional risks relating to market, economic, political, regulatory, geopolitical, social, pandemics and epidemics or other conditions. International trade tensions involving certain countries and their trading counterparties may arise from time to time which can result in trade tariffs, embargoes, trade limitations, trade wars and other negative consequences. Such actions and consequences may ultimately result in a significant reduction in international trade, an oversupply of certain manufactured goods, devaluations of existing inventories and potentially the failure of individual companies and/or large segments of certain country’s export industry with a potentially severe negative impact to the Fund. In addition, the securities of foreign companies also may be subject to the imposition of economic sanctions or other government restrictions. The risks of foreign investments are increased in emerging markets which may experience hyperinflation and have far lower trading volumes and less liquidity than developed markets. Currency exchange rates may fluctuate significantly over short periods of time. Such fluctuations in foreign currency exchange rates can affect the value of the Fund’s portfolio.
Derivatives Risk — Derivatives are subject to a number of risks, including changes in the market price of the underlying securities, credit risk with respect to the counterparty to the derivative instruments and the risk of loss due to changes in interest rates. The use of certain derivatives may also have a leveraging effect, which may increase the Fund’s sensitivity to adverse market movements and may exaggerate a loss.
Performance Information
The bar chart and the performance table shown below provide some indication of the risks of investing in the Fund by showing changes in its performance from year to year and by comparing the Fund’s performance to a broad-based securities index, the BofAML 1-10 Year AAA-A US Corporate & Government Index. Past performance (before and after taxes) does not necessarily predict future performance. Fund performance reflects fees, waivers and/or expense reimbursements and reinvestment of distributions, if any. Without waivers/reimbursements, performance would be lower.
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Annual Total Returns (for calendar years ended December 31st)
During the periods shown in the bar chart, the highest return for a quarter was 2.58% (quarter ended 6/30/2010) and the lowest return for a quarter was (2.22)% (quarter ended 12/31/2016).
Average Annual Total Returns
(for the periods ended 12/31/2019) |
1 Year | 5 Years | 10 Years | |||
Fund Return Before Taxes | 6.12% | 1.88% | 2.23% | |||
Fund Return After Taxes on Distributions | 5.30% | 1.21% | 1.39% | |||
Fund Return After Taxes on Distributions and Sale of Shares | 3.61% | 1.14% | 1.40% | |||
BofAML 1-10 Year AAA-A US Corporate & Government Index (reflects no deduction for fees, expenses, or income and withholding taxes) | 5.93% | 2.31% | 2.79% |
After-tax returns are calculated using the historical highest individual federal marginal income tax rate, and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown. After-tax returns shown are not relevant to tax-exempt investors or those who hold Fund shares through tax-deferred arrangements such as 401(k) plans or Individual Retirement Accounts. The Fund Return After Taxes on Distributions and Sale of Shares may be higher than other return figures when a capital loss occurs upon the redemption of Fund shares.
Management of the Fund
Investment Adviser. Bessemer Investment Management LLC, a wholly-owned subsidiary of Bessemer Trust Company, N.A. (“Bessemer”), is located at 630 Fifth Avenue, New York, New York 10111.
Portfolio Managers.
Mr. David W. Rossmiller, Managing Director and Head of Fixed Income for the Adviser, has managed the Fund since November 30, 2012.
Ms. Beatriz M. Cuervo, Principal and Head of Taxable Fixed Income of the Adviser, has managed the Fund since February 28, 2014.
Purchase and Sale of Fund Shares
For important information about the purchase and sale of Fund shares, please turn to the section entitled “Purchase and Sale of Fund Shares” on page 46 of this Prospectus.
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Tax Information
The Fund will distribute to its shareholders substantially all of the Fund’s net investment income and realized net capital gains, if any. Distributions from the Fund’s ordinary income and net short-term capital gain, if any, generally will be taxable to you as ordinary income. Distributions from the Fund’s net long-term capital gain, if any, generally will be taxable to you as long-term capital gain.
Financial Intermediary Compensation
For important information about financial intermediary compensation, please turn to the section entitled “Financial Intermediary Compensation” on page 46 of this Prospectus.
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Investment Goal
The Fund’s goal is to seek total return (consisting of current income that is exempt from regular federal income tax and capital appreciation).
Fees and Expenses
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees | 0.38 | % | ||
Other Expenses | 0.29 | % | ||
Acquired Fund Fees and Expenses | 0.01 | % | ||
Total Annual Fund Operating Expenses(1),(2) | 0.68 | % | ||
Less Fee Waiver(2) | (0.10) | % | ||
Total Annual Fund Operating Expenses After Fee Waiver(2) | 0.58 | % |
(1) | Total Annual Fund Operating Expenses will not agree with the ratio of expenses to average net assets before expense waivers in the Fund’s Financial Highlights, as the Financial Highlights reflect actual direct operating expenses of the Fund and do not include Acquired Fund Fees and Expenses. | |
(2) | The Adviser has contractually committed through October 31, 2021 to waive its advisory fees to the extent necessary to maintain the net operating expense ratio of the Fund, excluding transaction costs, investment interest expense, dividend expenses associated with securities sold short and Acquired Fund Fees and Expenses (if any), at 0.57%. This commitment may not be changed or terminated at any time before October 31, 2021 without the approval of the Board of Directors. |
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated below and then redeem all of your shares at the end of these periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same (taking into account the contractual fee waiver). Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||
$59 | $200 | $362 | $830 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transactions costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Fund’s performance. During the fiscal year ended October 31, 2019, the Fund’s portfolio turnover rate was 26% of the average value of its portfolio.
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Principal Investment Strategies
The Fund invests primarily in a diversified portfolio of investment-grade municipal securities, which include tax-free debt securities of states, territories, and possessions of the U.S. and political subdivisions and taxing authorities of these entities, with a goal of seeking total return (consisting of current income that is exempt from regular federal income tax and capital appreciation). The Fund invests, as a fundamental policy, at least 80% of its net assets plus investment borrowings, under normal circumstances, in investments the income from which is exempt from federal income tax, but not necessarily the federal alternative minimum tax. The Fund invests, as a non-fundamental policy, under normal circumstances, at least 80% of its net assets, plus borrowings for investment purposes, in municipal bonds. The Fund also may invest in exchange-traded funds (“ETFs”). Fixed income securities held by the Fund may be of any maturity.
Principal Risks
All investments carry a certain amount of risk and there is no assurance that the Fund will achieve its investment goal. The Adviser uses the Fund’s principal investment strategies and other investment strategies to seek to achieve the Fund’s investment goal. Investment decisions made by the Adviser in using these strategies may not produce the returns expected by the Adviser, may cause the Fund’s shares to lose value or may cause the Fund to underperform other funds with a similar investment goal. The shares offered by this Prospectus are not deposits or obligations of any bank, are not endorsed or guaranteed by any bank and are not insured or guaranteed by the U.S. Government, the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency. You could lose all or a part of your investment in the Fund.
The following are the principal risks of investing in the Fund. Please see “Additional Information About the Funds” for a detailed discussion of these risks and other factors you should carefully consider before deciding to invest in the Fund.
Fixed Income Securities Risk — Fixed income securities are subject to a number of risks, including interest rate risk, credit risk, and the risks associated with a lack of liquidity in the fixed income market. In addition, the value of fixed income securities is subject to volatility and losses resulting from changes or perceived changes in economic conditions, particularly during times of unusual or adverse market or political events. Certain types of fixed income securities may be more sensitive to such conditions.
Geographic Focus Risk — To the extent that the Fund focuses on investments within a single state, its performance can be more volatile than that of a fund that invests more broadly. Adverse economic, political, and regulatory conditions affecting the state are likely to affect the Fund’s performance.
Municipal Securities Risk — Prices of municipal securities rise and fall in response to interest rate changes and local political and economic factors may adversely affect the value and liquidity of these securities. In addition, the Fund’s investments in municipal securities are subject to the risks associated with a lack of liquidity in the municipal bond market. Any failure of municipal securities invested in by a Fund to meet certain applicable legal requirements, or any proposed or actual changes in federal or state tax law, could cause Fund distributions attributable to interest on such securities to be taxable.
Interest Rate Risk — Interest rate risk is the risk of losses attributable to changes in interest rates. In general, when interest rates rise, debt security prices tend to fall. The opposite is also generally true, debt security prices tend to rise when interest rates fall. In general, securities with longer maturities are more sensitive to these interest rate changes.
LIBOR Risk — Many financial instruments, financings or other transactions to which the Fund may be a party use or may use a floating rate based on the London Interbank Offered Rate (“LIBOR”). In July 2017, the Financial Conduct Authority, the United Kingdom’s financial regulatory body, announced that after 2021 it will cease its active encouragement of banks to provide the quotations needed to sustain LIBOR. The future publication and utilization of LIBOR, and the nature of any replacement rate, is uncertain. Therefore, the potential effect of a
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transition away from LIBOR on the Fund or the financial instruments in which the Fund invests cannot yet be determined.
Credit Risk — Credit risk refers to the possibility that the issuer of a security will not be able to make payments of interest and principal when due. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also affect the value of the Fund’s investment in that issuer.
Liquidity Risk — Liquidity risk means the risk that the Fund could not meet requests to redeem shares without significant dilution of remaining investors’ interest. Liquidity risk may also include the risk that it may be difficult or impossible to sell certain positions within an acceptable timeframe or at an acceptable price.
Exchange-Traded Funds Risk — Exchange-traded funds or ETFs are subject to many of the same risks associated with individual stocks, including market risk where the market as a whole, or the specific sector in which an ETF invests, may decline.
Derivatives Risk — Derivatives are subject to a number of risks, including changes in the market price of the underlying securities, credit risk with respect to the counterparty to the derivative instruments and the risk of loss due to changes in interest rates. The use of certain derivatives may also have a leveraging effect, which may increase the Fund’s sensitivity to adverse market movements and may exaggerate a loss.
Performance Information
The bar chart and the performance table shown below provide some indication of the risks of investing in the Fund by showing changes in its performance from year to year and by comparing the Fund to a broad-based securities index, the BofAML 1-12 Year AAA-AA Municipal Securities Index. The Fund also compares its performance to the Lipper Short-Intermediate Municipal Debt Funds Index. Past performance (before and after taxes) does not necessarily predict future performance. Fund performance shown below reflects fees, waivers and/or expense reimbursements and reinvestment of distributions, if any. Without waivers/reimbursements, performance would have been lower.
Annual Total Returns (for calendar years ended December 31st)
During the periods shown in the bar chart, the highest return for a quarter was 3.69% (quarter ended 9/30/2010) and the lowest return for a quarter was (3.99)% (quarter ended 12/31/2010).
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Average Annual Total Returns
(for the periods ended 12/31/2019) |
1 Year | 5 Years | 10 Years | |||
Fund Return Before Taxes | 5.24% | 1.95% | 2.24% | |||
Fund Return After Taxes on Distributions | 5.20% | 1.87% | 2.15% | |||
Fund Return After Taxes on Distributions and Sale of Shares | 3.64% | 1.75% | 2.06% | |||
Lipper Short-Intermediate Municipal Debt Funds Index (reflects no deduction for fees, expenses or income and withholding taxes) | 4.43% | 1.78% | 2.25% | |||
BofAML 1-12 Year AAA-AA Municipal Securities Index (reflects no deduction for fees, expenses or income and withholding taxes) | 5.23% | 2.29% | 2.74% |
After-tax returns are calculated using the historical highest individual federal marginal income tax rate, and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown. After-tax returns shown are not relevant to tax-exempt investors or those who hold Fund shares through tax-deferred arrangements such as 401(k) plans or Individual Retirement Accounts.
Management of the Fund
Investment Adviser. Bessemer Investment Management LLC, a wholly-owned subsidiary of Bessemer Trust Company, N.A. (“Bessemer”), is located at 630 Fifth Avenue, New York, New York 10111.
Portfolio Managers.
Mr. Bruce A. Whiteford, Managing Director of the Adviser, has managed the Fund since its inception.
Mr. David W. Rossmiller, Managing Director and Head of Fixed Income for the Adviser, has managed the Fund since February 28, 2020.
Mr. Kevin Akinskas, Managing Director and Head of Municipal Bonds for the Adviser, has managed the Fund since February 24, 2020. Mr. Akinskas joined the Adviser in February 2020.
Purchase and Sale of Fund Shares
For important information about the purchase and sale of Fund shares, please turn to the section entitled “Purchase and Sale of Fund Shares” on page 46 of this Prospectus.
Tax Information
The Fund will distribute to its shareholders substantially all of its net investment income and realized net capital gains, if any. Distributions from the Fund’s ordinary income and net short-term capital gain, if any, generally will be taxable to you as ordinary income. Distributions from the Fund’s net long-term capital gain, if any, generally will be taxable to you as long-term capital gain.
Distributions of the Fund’s net investment income from tax-exempt securities, if any, generally will not be subject to federal income tax, although a portion of such distributions may be subject to the federal alternative minimum tax. Other distributions from the Fund generally will be taxed as described in the paragraph above. For additional information, see the section entitled “Taxes” on page 74 of this Prospectus.
Financial Intermediary Compensation
For important information about financial intermediary compensation, please turn to the section entitled “Financial Intermediary Compensation” on page 46 of this Prospectus.
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Investment Goal
The Fund’s goal is to seek total return (consisting of current income that is exempt from regular federal and California income tax and capital appreciation).
Fees and Expenses
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees | 0.45 | % | ||
Other Expenses(1) | 0.33 | % | ||
Total Annual Fund Operating Expenses | 0.78 | % | ||
Less Fee Waiver(2) | (0.21) | % | ||
Total Annual Fund Operating Expenses After Fee Waiver(2) | 0.57 | % |
(1) | “Other Expenses” are annualized. | |
(2) | The Adviser has contractually committed through October 31, 2021 to waive its advisory fees to the extent necessary to maintain the net operating expense ratio of the Fund, excluding Fund transaction costs, investment interest expense, dividend expenses associated with securities sold short and Acquired Fund Fees and Expenses (if any), at 0.57%. This commitment may not be changed or terminated at any time before October 31, 2021 without the approval of the Board of Directors. |
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated below and then redeem all of your shares at the end of these periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same (taking into account the contractual fee waiver). Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||
$58 | $213 | $398 | $933 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transactions costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Fund’s performance. During the fiscal period of December 4, 2018 (commencement of operations) through October 31, 2019, the Fund’s portfolio turnover rate was 41% of the average value of its portfolio.
Principal Investment Strategies
The Fund invests primarily in a non-diversified portfolio of investment-grade municipal securities, which include tax-free debt securities issued by the State of California, its political subdivisions and taxing authorities, with a goal of seeking total return consisting of current income that is exempt from regular federal and California income tax and capital appreciation. The Fund invests, as a fundamental policy, at least 80% of its net assets plus
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investment borrowings, under normal circumstances, in investments the income from which is exempt from federal income tax and California income tax, but not necessarily the federal alternative minimum tax. The Fund also may invest in exchange-traded funds (“ETFs”). Fixed income securities held by the Fund may be of any maturity.
Principal Risks
All investments carry a certain amount of risk and there is no assurance that the Fund will achieve its investment goal. The Adviser uses the Fund’s principal investment strategies and other investment strategies to seek to achieve the Fund’s investment goal. Investment decisions made by the Adviser in using these strategies may not produce the returns expected by the Adviser, may cause the Fund’s shares to lose value or may cause the Fund to underperform other funds with a similar investment goal. The shares offered by this Prospectus are not deposits or obligations of any bank, are not endorsed or guaranteed by any bank and are not insured or guaranteed by the U.S. Government, the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency. You could lose all or a part of your investment in the Fund.
The following are the principal risks of investing in the Fund. Please see “Additional Information About the Funds” for a detailed discussion of these risks and other factors you should carefully consider before deciding to invest in the Fund.
Fixed Income Securities Risk — Fixed income securities are subject to a number of risks, including interest rate risk, credit risk, and the risks associated with a lack of liquidity in the fixed income market. In addition, the value of fixed income securities is subject to volatility and losses resulting from changes or perceived changes in economic conditions, particularly during times of unusual or adverse market or political events. Certain types of fixed income securities may be more sensitive to such conditions.
Municipal Securities Risk — Prices of municipal securities rise and fall in response to interest rate changes and local political and economic factors may adversely affect the value and liquidity of these securities. In addition, the Fund’s investments in municipal securities are subject to the risks associated with a lack of liquidity in the municipal bond market. Any failure of municipal securities invested in by a Fund to meet certain applicable legal requirements, or any proposed or actual changes in federal or state tax law, could cause Fund distributions attributable to interest on such securities to be taxable.
Risks related to investing in California — The Fund invests a significant portion of its assets in municipal obligations of issuers located in the State of California. While California’s economy is broad, it does have major concentrations in advanced electronics and computer technology, manufacturing, entertainment, agriculture, tourism, construction and services, and may be sensitive to economic problems affecting those industries. The Fund’s investment in a single state may make its performance more volatile than that of a fund that invests more broadly. The Fund may be affected by political, economic, environmental (such as natural disasters), regulatory and other developments within California and by the financial condition of California’s political subdivisions, agencies, instrumentalities and public authorities.
Interest Rate Risk — Interest rate risk is the risk of losses attributable to changes in interest rates. In general, when interest rates rise, debt security prices tend to fall. The opposite is also generally true, debt security prices tend to rise when interest rates fall. In general, securities with longer maturities are more sensitive to these interest rate changes.
LIBOR Risk — Many financial instruments, financings or other transactions to which the Fund may be a party use or may use a floating rate based on the London Interbank Offered Rate (“LIBOR”). In July 2017, the Financial Conduct Authority, the United Kingdom’s financial regulatory body, announced that after 2021 it will cease its active encouragement of banks to provide the quotations needed to sustain LIBOR. The future publication and utilization of LIBOR, and the nature of any replacement rate, is uncertain. Therefore, the potential effect of a transition away from LIBOR on the Fund or the financial instruments in which the Fund invests cannot yet be determined.
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Credit Risk — Credit risk refers to the possibility that the issuer of a security will not be able to make payments of interest and principal when due. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also affect the value of the Fund’s investment in that issuer.
Liquidity Risk — Liquidity risk means the risk that the Fund could not meet requests to redeem shares without significant dilution of remaining investors’ interests. Liquidity risk may also include the risk that it may be difficult or impossible to sell certain positions within an acceptable timeframe or at an acceptable price.
U.S. Government Obligations Risk — U.S. Government securities that are not direct obligations of the U.S. Treasury have more credit risk than securities directly supported by the full faith and credit of the U.S. Government.
Exchange-Traded Funds Risk — Exchange-traded funds or ETFs are subject to many of the same risks associated with individual stocks, including market risk where the market as a whole, or the specific sector in which an ETF invests, may decline. ETFs may trade at a premium or discount to the aggregate value of the underlying securities. A shareholder may be charged fees not only on Fund shares held directly but also indirectly on the ETF shares that a Fund purchases.
Non-Diversification Risk — The Fund is non-diversified, which generally means that it may invest a greater percentage of its total assets in the securities of fewer issuers than a “diversified” fund. This increases the risk that a change in the value of any one investment held by the Fund could affect the overall value of the Fund more than it would affect that of a diversified fund holding a greater number of investments. Accordingly, the Fund’s value will likely be more volatile than the value of more diversified funds.
Performance Information
The bar chart and the performance table shown below provide some indication of the risks of investing in the Fund by comparing the Fund to a broad-based securities index, the BofAML 3-7 Year AAA-AA Municipal Securities Index. Past performance (before and after taxes) does not necessarily predict future performance. Fund performance shown below reflects fees, waivers and/or expense reimbursements and reinvestment of distributions, if any. Without waivers/reimbursements, performance would have been lower.
Annual Total Returns (for calendar years ended December 31st)
During the period shown in the bar chart, the highest return for a quarter was 1.72% (quarter ended 3/31/2019) and the lowest return for a quarter was 0.49% (quarter ended 9/30/2019).
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Average Annual Total Returns
(for the periods ended 12/31/2019) |
1 Year |
Since
Commencement of Operations (12/4/2018) |
||
Fund Return Before Taxes | 4.41% | 4.83% | ||
Fund Return After Taxes on Distributions | 4.30% | 4.72% | ||
Fund Return After Taxes on Distributions and Sale of Shares | 3.12% | 3.93% | ||
BofAML 3-7 Year AAA-AA Municipal Securities Index (reflects no deduction for fees, expenses, or income and withholding taxes) | 4.99% | 5.55% |
After-tax returns are calculated using the historical highest individual federal marginal income tax rate, and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown. After-tax returns shown are not relevant to tax-exempt investors or those who hold Fund shares through tax-deferred arrangements such as 401(k) plans or Individual Retirement Accounts.
Management of the Fund
Investment Adviser. Bessemer Investment Management LLC, a wholly-owned subsidiary of Bessemer Trust Company, N.A. (“Bessemer”), is located at 630 Fifth Avenue, New York, New York 10111.
Portfolio Managers.
Mr. Bruce A. Whiteford, Managing Director of the Adviser, has managed the Fund since its inception on December 1, 2018.
Mr. David W. Rossmiller, Managing Director and Head of Fixed Income for the Adviser, has managed the Fund since its inception on December 1, 2018.
Mr. Kevin Akinskas, Managing Director and Head of Municipal Bonds for the Adviser, has managed the Fund since February 24, 2020. Mr. Akinskas joined the Adviser in February 2020.
Purchase and Sale of Fund Shares
For important information about the purchase and sale of Fund shares, please turn to the section entitled “Purchase and Sale of Fund Shares” on page 46 of this Prospectus.
Tax Information
The Fund will distribute to its shareholders substantially all of its net investment income and realized net capital gains, if any. Distributions from the Fund’s ordinary income and net short-term capital gain, if any, generally will be taxable to you as ordinary income. Distributions from the Fund’s net long-term capital gain, if any, generally will be taxable to you as long-term capital gain.
Distributions of the Fund’s net investment income from tax-exempt securities, if any, generally will not be subject to federal income tax, although a portion of such distributions may be subject to the federal alternative minimum tax. Other distributions from the Fund generally will be taxed as described in the paragraph above. For additional information, see the section entitled “Taxes” on page 74 of this Prospectus.
Financial Intermediary Compensation
For important information about financial intermediary compensation, please turn to the section entitled “Financial Intermediary Compensation” on page 46 of this Prospectus.
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Investment Goal
The Fund’s goal is to seek total return (consisting of current income that is exempt from regular federal and New York income tax and capital appreciation).
Fees and Expenses
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees | 0.45 | % | ||
Other Expenses(1) | 0.32 | % | ||
Acquired Fund Fees and Expenses | 0.01 | % | ||
Total Annual Fund Operating Expenses(2),(3) | 0.78 | % | ||
Less Fee Waiver(3) | (0.20) | % | ||
Total Annual Fund Operating Expenses After Fee Waiver(3) | 0.58 | % |
(1) | “Other Expenses” are annualized. | |
(2) | Total Annual Fund Operating Expenses will not agree with the ratio of expenses to average net assets before expense waivers in the Fund’s Financial Highlights, as the Financial Highlights reflect actual direct operating expenses of the Fund and do not include Acquired Fund Fees and Expenses. | |
(3) | The Adviser has contractually committed through October 31, 2021 to waive its advisory fees to the extent necessary to maintain the net operating expense ratio of the Fund, excluding Fund transaction costs, investment interest expense, dividend expenses associated with securities sold short and Acquired Fund Fees and Expenses (if any), at 0.57%. This commitment may not be changed or terminated at any time before October 31, 2021 without the approval of the Board of Directors. | |
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated below and then redeem all of your shares at the end of these periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same (taking into account the contractual fee waiver). Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||
$59 | $215 | $400 | $934 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transactions costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Fund’s performance. During the fiscal period of December 4, 2018 (commencement of operations) through October 31, 2019, the Fund’s portfolio turnover rate was 29% of the average value of its portfolio.
Principal Investment Strategies
The Fund invests primarily in a non-diversified portfolio of investment-grade municipal securities, which include tax-free debt securities issued by the State of New York, its political subdivisions and taxing authorities, with a goal of seeking total return consisting of current income that is exempt from regular federal and New York income tax and capital appreciation. The Fund invests, as a fundamental policy, at least 80% of its net assets plus
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investment borrowings, under normal circumstances, in investments the income from which is exempt from federal income tax and New York income tax, but not necessarily the federal alternative minimum tax. The Fund also may invest in exchange-traded funds (“ETFs”). Fixed income securities held by the Fund may be of any maturity.
Principal Risks
All investments carry a certain amount of risk and there is no assurance that the Fund will achieve its investment goal. The Adviser uses the Fund’s principal investment strategies and other investment strategies to seek to achieve the Fund’s investment goal. Investment decisions made by the Adviser in using these strategies may not produce the returns expected by the Adviser, may cause the Fund’s shares to lose value or may cause the Fund to underperform other funds with a similar investment goal. The shares offered by this Prospectus are not deposits or obligations of any bank, are not endorsed or guaranteed by any bank and are not insured or guaranteed by the U.S. Government, the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency. You could lose all or a part of your investment in the Fund.
The following are the principal risks of investing in the Fund. Please see “Additional Information About the Funds” for a detailed discussion of these risks and other factors you should carefully consider before deciding to invest in the Fund.
Fixed Income Securities Risk — Fixed income securities are subject to a number of risks, including interest rate risk, credit risk, and the risks associated with a lack of liquidity in the fixed income market. In addition, the value of fixed income securities is subject to volatility and losses resulting from changes or perceived changes in economic conditions, particularly during times of unusual or adverse market or political events. Certain types of fixed income securities may be more sensitive to such conditions.
Municipal Securities Risk — Prices of municipal securities rise and fall in response to interest rate changes and local political and economic factors may adversely affect the value and liquidity of these securities. In addition, the Fund’s investments in municipal securities are subject to the risks associated with a lack of liquidity in the municipal bond market. Any failure of municipal securities invested in by a Fund to meet certain applicable legal requirements, or any proposed or actual changes in federal or state tax law, could cause Fund distributions attributable to interest on such securities to be taxable.
Risks related to investing in New York — The Fund invests a significant portion of its assets in municipal obligations of issuers located in the State of New York and, therefore, will have greater exposure to negative political, economic, regulatory or other factors within the State of New York, including the financial condition of its public authorities and political subdivisions, than a fund that invests in a broader base of securities. The Fund’s investment in a single state may make its performance more volatile than that of a fund that invests more broadly. Unfavorable developments in any economic sector may have a substantial impact on the overall New York municipal market. As the nation’s financial capital, New York’s and New York City’s economy is heavily dependent on the financial sector and may be sensitive to economic problems affecting the sector. Certain issuers of New York municipal bonds have experienced serious financial difficulties in the past and reoccurrence of these difficulties may impair the ability of certain New York issuers to pay principal or interest on their obligations.
Interest Rate Risk — Interest rate risk is the risk of losses attributable to changes in interest rates. In general, when interest rates rise, debt security prices tend to fall. The opposite is also generally true, debt security prices tend to rise when interest rates fall. In general, securities with longer maturities are more sensitive to these interest rate changes.
LIBOR Risk — Many financial instruments, financings or other transactions to which the Fund may be a party use or may use a floating rate based on the London Interbank Offered Rate (“LIBOR”). In July 2017, the Financial Conduct Authority, the United Kingdom’s financial regulatory body, announced that after 2021 it will cease its active encouragement of banks to provide the quotations needed to sustain LIBOR. The future publication and utilization of LIBOR, and the nature of any replacement rate, is uncertain. Therefore, the potential effect of a transition away from LIBOR on the Fund or the financial instruments in which the Fund invests cannot yet be determined.
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Credit Risk — Credit risk refers to the possibility that the issuer of a security will not be able to make payments of interest and principal when due. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also affect the value of the Fund’s investment in that issuer.
Liquidity Risk — Liquidity risk means the risk that the Fund could not meet requests to redeem shares without significant dilution of remaining investors’ interests. Liquidity risk may also include the risk that it may be difficult or impossible to sell certain positions within an acceptable timeframe or at an acceptable price.
U.S. Government Obligations Risk — U.S. Government securities that are not direct obligations of the U.S. Treasury have more credit risk than securities directly supported by the full faith and credit of the U.S. Government.
Exchange-Traded Funds Risk — Exchange-traded funds or ETFs are subject to many of the same risks associated with individual stocks, including market risk where the market as a whole, or the specific sector in which an ETF invests, may decline. ETFs may trade at a premium or discount to the aggregate value of the underlying securities. A shareholder may be charged fees not only on Fund shares held directly but also indirectly on the ETF shares that a Fund purchases.
Non-Diversification Risk — The Fund is non-diversified, which generally means that it may invest a greater percentage of its total assets in the securities of fewer issuers than a “diversified” fund. This increases the risk that a change in the value of any one investment held by the Fund could affect the overall value of the Fund more than it would affect that of a diversified fund holding a greater number of investments. Accordingly, the Fund’s value will likely be more volatile than the value of more diversified funds.
Performance Information
The bar chart and the performance table shown below provide some indication of the risks of investing in the Fund by comparing the Fund to a broad-based securities index, the BofAML 3-7 Year AAA-AA Municipal Securities Index. Past performance (before and after taxes) does not necessarily predict future performance. Fund performance shown below reflects fees, waivers and/or expense reimbursements and reinvestment of distributions, if any. Without waivers/reimbursements, performance would have been lower.
Annual Total Returns (for calendar years ended December 31st)
During the period shown in the bar chart, the highest return for a quarter was 2.14% (quarter ended 3/31/2019) and the lowest return for a quarter was 0.58% (quarter ended 12/31/2019).
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Average Annual Total Returns
(for the periods ended 12/31/2019) |
1 Year |
Since
Commencement of Operations (12/4/2018) |
||
Fund Return Before Taxes | 4.95% | 5.25% | ||
Fund Return After Taxes on Distributions | 4.82% | 5.13% | ||
Fund Return After Taxes on Distributions and Sale of Shares | 3.47% | 4.26% | ||
BofAML 3-7 Year AAA-AA Municipal Securities Index (reflects no deduction for fees, expenses, or income and withholding taxes) | 4.99% | 5.55% |
After-tax returns are calculated using the historical highest individual federal marginal income tax rate, and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown. After-tax returns shown are not relevant to tax-exempt investors or those who hold Fund shares through tax-deferred arrangements such as 401(k) plans or Individual Retirement Accounts.
Management of the Fund
Investment Adviser. Bessemer Investment Management LLC, a wholly-owned subsidiary of Bessemer Trust Company, N.A. (“Bessemer”), is located at 630 Fifth Avenue, New York, New York 10111.
Portfolio Managers.
Mr. Bruce A. Whiteford, Managing Director of the Adviser, has managed the Fund since its inception on December 1, 2018.
Mr. David W. Rossmiller, Managing Director and Head of Fixed Income for the Adviser, has managed the Fund since its inception on December 1, 2018.
Mr. Kevin Akinskas, Managing Director and Head of Municipal Bonds for the Adviser, has managed the Fund since February 24, 2020. Mr. Akinskas joined the Adviser in February 2020.
Purchase and Sale of Fund Shares
For important information about the purchase and sale of Fund shares, please turn to the section entitled “Purchase and Sale of Fund Shares” on page 46 of this Prospectus.
Tax Information
The Fund will distribute to its shareholders substantially all of its net investment income and realized net capital gains, if any. Distributions from the Fund’s ordinary income and net short-term capital gain, if any, generally will be taxable to you as ordinary income. Distributions from the Fund’s net long-term capital gain, if any, generally will be taxable to you as long-term capital gain.
Distributions of the Fund’s net investment income from tax-exempt securities, if any, generally will not be subject to federal income tax, although a portion of such distributions may be subject to the federal alternative minimum tax. Other distributions from the Fund generally will be taxed as described in the paragraph above. For additional information, see the section entitled “Taxes” on page 74 of this Prospectus.
Financial Intermediary Compensation
For important information about financial intermediary compensation, please turn to the section entitled “Financial Intermediary Compensation” on page 46 of this Prospectus.
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PURCHASE AND SALE OF FUND SHARES
To open an account with one of the Funds, your first investment must be at least $1,000. However, you can add to your account for as little as $100. In certain circumstances, these minimums may be waived or lowered at the Funds’ and/or the Adviser’s discretion. Shares of each Fund may be redeemed by mail or by wire through a Selling Agent or through the Transfer Agent (as defined below). Shares of a Fund will be sold at its next determined net asset value (“NAV”). Notwithstanding the foregoing, the Funds and the Adviser reserve the right to reject any purchase request at any time, for any reason.
For additional information regarding the purchase and sale of Fund shares, please turn to the sections entitled “What Do Shares Cost?” on page 68, “How Do I Purchase Shares?” on page 69 and “How Do I Redeem Shares?” on page 70 of this Prospectus.
FINANCIAL INTERMEDIARY COMPENSATION
Each Fund pays Bessemer Trust Company, N.A. (“Bessemer”) a shareholder servicing fee for certain shareholder support services. Bessemer may in turn engage other parties including broker/dealers, banks, trust companies, investment advisers and other financial institutions and intermediaries to provide such shareholder support services. These payments may create a conflict of interest by influencing the broker/dealer or other intermediary to recommend the Funds over another investment. Ask your salesperson or visit your financial intermediary’s Web site for more information. For additional information, please turn to the section entitled “Distribution and Shareholder Servicing of Fund Shares” on page 77 of this Prospectus.
Investment Goals
The investment goal of each Fund described above is not fundamental and may be changed without shareholder approval by the Board of Directors (the “Board”).
Risks of Investing in the Funds
The following is a description of the principal risks specific to an investment in a particular Fund or Funds. The Funds’ Statement of Additional Information (“SAI”) includes further information about the Funds, their investments and related risks.
Stock Market/Company Risk — Stock markets are volatile and can decline significantly in response to real or perceived changes to the issuer, market, economic, political, regulatory, geopolitical, pandemics and epidemics and other conditions. Certain segments of the stock market may react differently than other segments and U.S. markets may react differently than foreign markets. The price of an equity security can decrease significantly in response to the above conditions, and these conditions can affect a single issuer or type of security, issuers within a broad market sector, industry or geographic region, or the market in general. In addition, individual stocks may be adversely affected by factors such as reduced sales, increased costs, or a negative outlook for the future performance of the company. An issuer in which a Fund invests may perform poorly, and therefore, the value of its securities may decline, which would negatively impact a Fund’s performance.
Foreign Market Risk — Exposure to foreign markets through issuers or currencies can involve additional risks relating to market, economic, political, regulatory, geopolitical, social, pandemics and epidemics or other conditions. International trade tensions involving certain countries and their trading counterparties may arise from time to time which can result in trade tariffs, embargoes, trade limitations, trade wars and other negative consequences. Such actions and consequences may ultimately result in a significant reduction in international trade, an oversupply of certain manufactured goods, devaluations of existing inventories and potentially the failure of individual companies and/or large segments of certain country’s export industry with a potentially severe negative impact to the Fund. In addition, the securities of foreign companies also may be subject to the imposition of economic sanctions or other government restrictions. These factors can make foreign investments, especially those in emerging markets, more volatile and relatively less liquid than U.S. investments. In addition, foreign markets can
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react differently to these conditions than the U.S. market. Foreign companies may also be subject to significantly higher levels of taxation than U.S. companies, including potentially confiscatory levels of taxation, thereby reducing their earnings potential, and amounts realized on foreign securities may be subject to high levels of foreign taxation and withholding. In addition, a Fund may incur higher costs and expenses when making foreign investments, which will affect the Fund’s total return. Foreign securities may be denominated in foreign currencies. Therefore, the value of the Fund’s assets and income in U.S. dollars may be affected by changes in exchange rates and regulations, since exchange rates for foreign currencies change daily. The combination of currency risk and market risk tends to make securities traded in foreign markets more volatile than securities traded exclusively in the U.S. Although the Fund values its assets daily in U.S. dollars, it will not convert its holdings of foreign currencies to U.S. dollars daily. Therefore, the Fund may be exposed to currency risks over an extended period of time. Although depositary receipts such as American Depositary Receipts (“ADRs”), European Depositary Receipts (“EDRs”), Global Depositary Receipts (“GDRs”) and Non-Voting Depositary Receipts (“NVDRs”) are alternatives to directly purchasing the underlying foreign securities in their national markets and currencies, they are also subject to many of the risks associated with investing directly in foreign securities.
American Depositary Receipts Risk — ADRs are issued by U.S. banks or trust companies that entitle the holder to all dividends and capital gains that are paid out on the underlying foreign shares. A Fund’s investments in ADRs may be less liquid than the underlying shares in its primary trading market and, if not included in the Environmental Services Index, may negatively affect a Fund’s ability to replicate the performance of the Environmental Services Index. In addition, investments in ADRs that are not included in the Environmental Services Index may increase tracking error.
Developing Market Countries Risk — A Fund’s investments in developing market countries are subject to all of the risks of foreign investing generally, and have additional heightened risks due to a lack of established legal, political, business and social frameworks to support securities markets, including: delays in settling portfolio securities transactions; currency and capital controls; greater sensitivity to interest rate changes; pervasiveness of corruption and crime; currency exchange rate volatility; and inflation, deflation or currency devaluation.
Currency Management Strategies Risk — Currency management strategies may substantially change a Fund’s exposure to currency exchange rates and could result in losses to a Fund if currencies do not perform as the investment manager expects. In addition, currency management strategies, to the extent that they reduce a Fund’s exposure to currency risks, may also reduce a Fund’s ability to benefit from favorable changes in currency exchange rates. Using currency management strategies for purposes other than hedging further increases a Fund’s exposure to foreign investment losses. Currency markets generally are not as regulated as securities markets. In addition, currency rates may fluctuate significantly over short periods of time, and can reduce returns.
Market Capitalization Risk — To the extent a Fund invests in securities of small-, mid-, or large-cap companies, it takes on the associated risks. At times, any one of these market capitalizations may be out of favor with investors. Compared to small- and mid-cap companies, large-cap companies may be less responsive to changes and opportunities. Compared to large-cap companies, small- and mid-cap companies may depend on a more limited management group, may have a shorter history of operations, and may have limited product lines, markets or financial resources. The securities of small- and mid-cap companies are often more volatile and relatively less liquid than the securities of larger companies and may be more affected than other types of securities by the underperformance of a sector or during market downturns.
Exchange-Traded Funds Risk — Exchange-traded funds or ETFs are subject to market risk that the market as a whole, or the specific sector in which an ETF invests, may decline. ETFs that invest in volatile stock sectors, such as foreign issuers, smaller companies, or technology, are subject to the additional risks to which those sectors are subject. ETFs may trade at a discount to the aggregate value of the underlying securities. The underlying securities in an ETF may not follow the price movements of an entire industry or sector in which the ETF invests. A shareholder may incur fees indirectly on the ETF shares that a Fund purchases. Trading in an ETF may be halted if the trading in one or more of the ETF’s underlying securities is halted. Although expense ratios for ETFs are generally low, frequent trading of ETFs by a Fund can generate brokerage expenses. ETFs that seek to replicate a particular benchmark index are subject to “tracking risk,” which is the risk that an ETF will not be able to replicate
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exactly the performance of the index it tracks. See the section entitled “Investment in Other Investment Companies” for further information on fees charged to ETFs and other matters.
Fixed Income Securities Risk — Fixed income securities are subject to the risk that interest rates will rise, which generally causes bond prices to fall. Economic and market conditions may cause issuers to default or go bankrupt. Fixed income securities also may be subject to maturity risks. Longer-term debt securities will experience greater price volatility than debt securities with shorter maturities. Because the fixed income securities held by a Fund may be of any maturity, you can expect the NAV of a Fund to fluctuate accordingly. Fixed income securities also have credit risks. The credit quality of a debt security is based upon the issuer’s ability to repay the security. If payments on a debt security are not made when due, that may cause the NAV of a Fund holding the security to go down. Fixed income securities also may be subject to call risk. If interest rates decline, an issuer may repay (or “call”) a debt security held by a Fund prior to its maturity. The value of fixed income securities is subject to volatility and losses resulting from changes or perceived changes in economic conditions, particularly during times of unusual or adverse market or political events. Certain types of fixed income securities may be more sensitive to such conditions.
Changing Fixed Income Market Conditions — In December 2015, the Board of Governors of the Federal Reserve System (the “Fed”) ended its policy of keeping the federal funds rate at or near zero percent and purchasing large quantities of securities issued or guaranteed by the U.S. Government, its agencies and instrumentalities on the open market (“quantitative easing”). Since ending this quantitative easing policy, the Fed has raised interest rates several times and it is anticipated that interest rates will continue to rise, and as a result there is a risk that interest rates across the U.S. financial markets will rise suddenly and significantly, thereby exposing fixed income and related markets to heightened volatility and reduced liquidity. Such market events may cause a Fund to experience losses and/or high redemption requests, which may result in increased transaction costs and lower a Fund’s performance.
U.S. Government Obligations Risk — Some U.S. Government securities are backed by the full faith and credit of the U.S. Government and are guaranteed as to both principal and interest by the U.S. Treasury. Other U.S. Government securities are not direct obligations of the U.S. Treasury, but rather are backed by the ability to borrow directly from the U.S. Treasury. Still others are supported solely by the credit of the agency or instrumentality itself and are neither guaranteed nor insured by the U.S. Government. No assurance can be given that the U.S. Government would provide financial support to such agencies if needed. U.S. Government securities may be subject to varying degrees of credit risk and all U.S. Government securities may be subject to price declines due to changing interest rates. Securities directly supported by the full faith and credit of the U.S. Government have less credit risk.
Mortgage-Backed and Asset-Backed Securities Risk — Securities representing interests in “pools” of mortgages or other assets are subject to various risks, including: sensitivity to changes in interest rates, prepayment and contraction risk, risk of default of the underlying mortgage or assets, delinquencies and losses of the underlying mortgage or assets, a decline in or flattening of housing values and limited liquidity in the secondary market. Delinquencies and losses on residential mortgage loans may increase as a result of various economic and other factors, and a decline in or flattening of housing values (as has recently been experienced and may continue to be experienced in many housing markets) may exacerbate such delinquencies and losses. Reduced investor demand for mortgage loans and mortgage-related securities and increased investor yield requirements have caused limited liquidity in the secondary market for mortgage-related securities, which can adversely affect the market value of mortgage-related securities. It is possible that such limited liquidity in such secondary markets could continue or worsen. Asset-backed securities entail certain risks not presented by mortgage-backed securities, including the risk that in certain states it may be difficult to perfect the liens securing the collateral backing certain asset-backed securities. In addition, certain asset-backed securities are based on loans that are unsecured, which means that there is no collateral to seize if the underlying borrower defaults. Certain mortgage-backed securities in which the Fund may invest may also provide a degree of investment leverage, which could cause the Fund to lose all or substantially all of its investment.
Growth Style Investment Risk — Growth stocks can perform differently from the market as a whole and from other types of stocks. Growth stocks may be designated as such and purchased based on the premise that the market will eventually reward a given company’s long-term earnings growth with a higher stock price when that company’s earnings grow faster than both inflation and the economy in general. Thus, a growth style investment
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strategy attempts to identify companies whose earnings may or are growing at a rate faster than inflation and the economy. While growth stocks may react differently to issuer, political, market and economic developments than the market as a whole and other types of stocks by rising in price in certain environments, growth stocks also tend to be sensitive to changes in the earnings of their underlying companies and more volatile than other types of stocks, particularly over the short term. Furthermore, growth stocks may be more expensive relative to their current earnings or assets compared to the values of other stocks, and if earnings growth expectations moderate, their valuations may return to more typical norms, causing their stock prices to fall. Finally, during periods of adverse economic and market conditions, the stock prices of growth stocks may fall despite favorable earnings trends.
Value Style Investment Risk — Value stocks can perform differently from the market as a whole and from other types of stocks. Value stocks may be purchased based upon the belief that a given security may be out of favor; that belief may be misplaced or the security may stay out of favor for an extended period of time. Value investing seeks to identify stocks that have depressed valuations, based upon a number of factors which are thought to be temporary in nature, and to sell them at superior profits when their prices rise in response to resolution of the issues which caused the valuation of the stock to be depressed. While certain value stocks may increase in value more quickly during periods of anticipated economic upturn, they may also lose value more quickly in periods of anticipated economic downturn. Furthermore, there is the risk that the factors which caused the depressed valuations are longer term or even permanent in nature, and that there will not be any rise in valuation. Finally, there is the increased risk in such situations that such companies may not have sufficient resources to continue as ongoing businesses, which would result in the stock of such companies potentially becoming worthless.
Municipal Securities Risk — Prices of municipal securities rise and fall in response to interest rate changes and local political and economic factors may adversely affect the value and liquidity of these securities. In addition, a Fund’s investments in municipal securities are subject to the risks associated with a lack of liquidity in the municipal bond market. The value of municipal securities also may be affected more by supply and demand factors or the creditworthiness of the issuer than by market interest rates. Repayment of municipal securities depends on the ability of the issuer or project backing such securities to generate taxes or revenues. Any failure of municipal securities invested in by a Fund to meet certain applicable legal requirements, or any proposed or actual changes in federal or state tax law, could cause Fund distributions attributable to interest on such securities to be taxable.
Risks related to investing in California — The California Municipal Bond Fund invests a significant portion of its assets in municipal obligations of issuers located in the State of California. Provisions of the California Constitution and state statutes that limit the taxing and spending authority of California’s governmental entities may impair the ability of California issuers to pay principal and/or interest on their obligations. While California’s economy is broad, it does have major concentrations in advanced electronics and computer technology, manufacturing, entertainment, agriculture, tourism, construction and services, and may be sensitive to economic problems affecting those industries. The Fund’s investment in a single state may make its performance more volatile than that of a fund that invests more broadly. Consequently, the Fund may be affected by political, economic, environmental (such as natural disasters or wildfires), regulatory and other developments affecting California and by the financial condition of California’s political subdivisions, agencies, instrumentalities and public authorities. Any deterioration of California’s fiscal situation could increase the risk of investing in California municipal securities, including the risk of potential issuer default, and could heighten the risk that the prices of California municipal securities will experience greater volatility. Furthermore, any such deterioration could result in a downgrade of the credit rating of an issuer of California municipal securities. Future downgrades could reduce the market value of the securities held by the California Municipal Bond Fund.
Risks related to investing in New York — The New York Municipal Bond Fund invests a significant portion of its assets in New York municipal bonds and, therefore, will have greater exposure to negative political, economic, regulatory or other developments affecting the State of New York, including the financial condition of its public authorities and political subdivisions, than a fund that invests in a broader base of securities. The Fund’s investment in a single state may make its performance more volatile than that of a fund that invests more broadly. Unfavorable developments in any economic sector may have a substantial impact on the overall New York municipal market. As the nation’s financial capital, New York’s and New York City’s economy is heavily dependent on the financial sector and may be sensitive to economic problems affecting the sector. New York and New York City also face a particularly large degree of uncertainty from interest rate risk and equity market volatility. The New York and New York City economy tends to be more sensitive to monetary policy actions and to
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movements in the national and world economies than the economies of other states. Certain issuers of New York municipal bonds have experienced serious financial difficulties in the past and reoccurrence of these difficulties may impair the ability of certain New York issuers to pay principal or interest on their obligations.
Convertible Securities Risk — The value of convertible securities may fall when interest rates rise. In addition, convertible securities are subject to the risk that the issuer will not be able to pay interest or dividends when due, and their market value may change based on changes in the issuer’s credit rating or the market’s perception of the issuer’s creditworthiness. The price of a convertible security will normally vary in some proportion to changes in the price of the underlying common stock because it is convertible into or exercisable for common stock at a stated price or rate. However, the value of a convertible security may not increase or decrease as rapidly as the underlying common stock. A Fund could lose money if the issuer of a convertible security is unable to meet its financial obligations or goes bankrupt. Certain convertible securities may be illiquid and therefore, may be more difficult to resell in a timely fashion or for a fair price, which could result in investment losses.
Derivatives Risk — Gains or losses involving derivatives such as futures, options, swap agreements and forward foreign currency exchange contracts may be substantial, because a relatively small price movement in the underlying security, instrument, currency or index may result in a substantial gain or loss for a Fund. A risk of the Fund’s use of derivatives is that the fluctuations in their values may not correlate perfectly with the overall securities markets. Non-centrally cleared derivatives are also subject to counterparty risk, which is the risk that the other party in the transaction will not fulfill its contractual obligation. In addition, some derivatives are more sensitive to interest rate changes and market price fluctuations than other securities. The possible lack of a liquid secondary market for derivatives and the resulting inability of the Fund to sell or otherwise close a derivatives position could expose the Fund to losses and could make derivatives more difficult for the Fund to value accurately. Certain derivatives have the potential for unlimited losses, regardless of the size of the initial investment.
The following sets forth more detailed information regarding specific risks associated with certain derivatives expected to be used by a Fund. These may be in addition to the risks associated with investing in derivatives generally, described above. The derivatives described below may not be the only derivatives that may be used by the Funds (please see the Funds’ principal investment strategies). Importantly, as is indicated above, the Funds’ SAI includes additional disclosure regarding the Funds’ investments and related risks, including concerning derivatives.
In November 2019, the SEC published a proposed rulemaking related to the use of derivatives and certain other transactions by registered investment companies that would, if adopted, for the most part rescind the guidance of the SEC and its staff regarding asset segregation and cover transactions. Instead of complying with current guidance, funds would need to trade derivatives and other transactions that create future payment or delivery obligations (except reverse repurchase agreements and similar financing transactions) subject to a value-at-risk (“VaR”) leverage limit, certain other derivatives risk management program and testing requirements and requirements related to board reporting. These new requirements would apply unless a fund qualified as a “limited derivatives user,” as defined in the SEC’s proposal.
Forward Foreign Currency Exchange Risk — Forward foreign currency exchange transactions may decline in value as a result of foreign market downswings or foreign currency fluctuations and a Fund may lose money on forward currency transactions if changes in currency exchange rates do not occur as anticipated or do not correspond accurately to changes in the value of the Fund’s holdings. Currency exchange rates may be volatile and may be affected by, among other factors, the general economics of a country, the actions of governments or central banks, the imposition of currency controls and speculation. Use of such instruments, therefore, can have the effect of reducing returns and minimizing opportunities for gain.
Futures Risk — The loss that may be incurred in entering into futures transactions may exceed the amount of the premium paid and may be potentially unlimited. Futures markets are highly volatile and the use of futures may increase the volatility of a Fund’s NAV. Additionally, as a result of the low collateral deposits normally involved in futures trading, a relatively small movement in the price or value of a futures transaction may result in substantial losses to a Fund. Furthermore, exchanges may limit fluctuations in futures transaction prices during a trading session by imposing a maximum permissible price movement on each futures transaction. A Fund may be disadvantaged if it is prohibited from executing a trade outside the daily permissible price movement. Futures
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transactions executed on foreign exchanges may not be provided the same protections as provided by U.S. exchanges.
Options Risk — Options trading entails additional risks than those resulting from trading in traditional securities. Options may be more volatile than the underlying instruments, and therefore, on a percentage basis, an investment in options may be subject to greater fluctuation than an investment in the underlying instruments themselves. A Fund that purchases options is subject to the risk of a complete loss of the amounts paid as premiums to the writer of the option. A Fund that writes options is subject to the risk that its forecast of market value or other relevant factors is incorrect, which could cause the Fund to be in a worse position than it would have been had if it had not written the option.
Swaps Risk — Swap agreements are derivative instruments that can be individually negotiated and structured to address exposure to a variety of different market factors or types of investments, including a specified reference security, basket of securities, securities market index or index component. Swaps may increase or decrease a Fund’s exposure to long- or short-term interest rates, foreign currency values, mortgage securities, corporate borrowing rates, securities market indexes, or other factors such as security prices or inflation rates. Swaps may be leveraged and are subject to illiquidity risk, counterparty risk, credit risk and valuation risk. Because a Fund may not reasonably expect to be able to sell or dispose of a swap in current market conditions in seven calendar days or less without the sale or disposition significantly changing its market value, certain swaps may be considered to be illiquid. Also, a Fund bears the risk of loss of the amount expected to be received under a swap in the event of the default or bankruptcy of a swap counterparty. In addition, some swaps may be complex and difficult to value.
Structured Notes Risk — Investing in structured notes is subject to certain risks, including credit risk and the normal risks of price changes in response to changes in interest rates. The terms of structured notes may provide that in certain circumstances no principal is due at maturity and, therefore, may result in the loss of the Fund’s entire investment. These securities may be relatively less liquid than other types of securities, and may be more volatile than their underlying instruments. The percentage by which the value of a structured note decreases may be far greater than that of its underlying instruments.
Commodities Risk — Commodities may subject a Fund to greater volatility than investments in traditional securities. The value of commodities may be affected by, among other things, changes in overall market movements, commodity index volatility, changes in interest rates, or factors affecting a particular industry or commodity, such as drought, floods, weather, livestock disease, embargoes, tariffs and international economic, political and regulatory developments. The operations and financial performance of companies in the agricultural, natural resources and related industries may be directly affected by commodity prices. This risk is exacerbated for those companies that own the underlying commodity.
Inflation-Protected Securities Risk — The risk that the value of inflation-protected debt securities will change in response to changes in real interest rates. Generally, the value of an inflation-protected debt security will fall when real interest rates rise and inversely, rise when real interest rates fall.
Interest Rate Risk — Interest rate changes can be sudden and unpredictable. Debt securities generally tend to lose market value when interest rates rise and increase in value when interest rates fall. Securities with longer maturities or lower coupons or that make little (or no) interest payments before maturity tend to be more sensitive to these interest rate changes. The longer the Fund’s average weighted portfolio maturity, the greater the impact a change in interest rates will have on its share price.
LIBOR Risk — Many financial instruments, financings or other transactions to which a Fund may be a party use or may use a floating rate based on the London Interbank Offered Rate (“LIBOR”). LIBOR is the offered rate at which major international banks can obtain wholesale, unsecured funding, and LIBOR may be available for different durations (e.g., 1 month or 3 months) and for different currencies. LIBOR may be a significant factor in determining a Fund’s payment obligations under a derivative investment, the cost of financing to the Fund or an investment’s value or return to the Fund, and may be used in other ways that affect the Fund’s investment performance.
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In July 2017, the Financial Conduct Authority, the United Kingdom’s financial regulatory body, announced that after 2021 it will cease its active encouragement of banks to provide the quotations needed to sustain LIBOR. That announcement suggests that LIBOR may cease to be published or utilized after that time. Various financial industry groups have begun planning for that transition, but there are obstacles to converting certain securities and transactions to a new benchmark. Transition planning is ongoing, and the effect of the transition process and its ultimate success cannot yet be determined. The transition process may lead to increased volatility and illiquidity in markets for instruments the terms of which are based on LIBOR. It could also lead to a reduction in the value of some LIBOR-based investments and reduce the effectiveness of new hedges placed against existing LIBOR-based investments. While some LIBOR-based instruments may contemplate a scenario in which LIBOR is no longer available by providing for an alternative rate-setting methodology and/or increased costs for certain LIBOR-related instruments or financing transactions, not all may have such provisions and there may be significant uncertainty regarding the effectiveness of any such alternative methodologies, resulting in prolonged adverse market conditions for the Funds. Since the usefulness of LIBOR as a benchmark could deteriorate during the transition period, these effects could occur prior to the end of 2021. The willingness and ability of issuers to include enhanced provisions in new and existing contracts or instruments also remains uncertain. Any of these factors may adversely affect a Fund’s performance or NAV.
Restricted Securities Risk — Restricted securities are securities that are not registered under the Securities Act of 1933, as amended, and are offered in private placement. Restricted securities also carry the risk that few potential purchasers for such securities may exist. The absence of a liquid trading market may also make it difficult to determine the fair value of such securities. Also, the Fund may get only limited information about the issuer of a restricted security, so it may be less able to predict a loss.
Short Sales Risk — Short sales involve the risk that losses may be exaggerated, potentially causing a Fund to lose more money than the actual cost of the investment. There is also the risk that the third party to the short sale may fail to honor its contract terms, causing a loss to the Fund.
Credit Risk — A Fund may lose money if the issuer or guarantor of a fixed income security, or the counterparty to a derivatives contract, repurchase agreement or a loan of portfolio securities, is unable or unwilling to make timely principal and/or interest payments, or to otherwise honor its obligations. This risk is increased when a portfolio security is downgraded or the perceived creditworthiness of an issuer or counterparty deteriorates.
High Portfolio Turnover Risk — The Multi-Asset Opportunities Fund may engage in active and frequent trading of its portfolio securities. High portfolio turnover (more than 100%) may result in increased transaction costs to the Fund, including brokerage commissions, dealer mark-ups and other transaction costs on the sale of the securities and on reinvestment in other securities. The sale of Fund portfolio securities may result in the realization and/or distribution to shareholders of higher capital gains or losses as compared to a fund with less active trading policies. These effects of higher than normal portfolio turnover may adversely affect Fund performance.
Liquidity Risk — A Fund may not be able to sell securities or other investments in a timely manner at desired prices or without significant dilution to remaining investors’ interests. During periods of reduced market liquidity, the difference between the price at which a security can be bought and the price at which it can be sold can widen, and the Fund may not be able to sell a security readily at a price that reflects what the Fund believes it should be worth. Investments that are relatively less liquid can also become more difficult to value. Liquidity risk may result from the lack of an active market, reduced number and capacity of traditional market participants to make a market in fixed income securities, and may be magnified in a rising interest rate environment or other circumstance where investor redemptions from fixed income mutual funds may be higher than normal, causing increased supply in the market due to selling activity. The Funds have implemented a liquidity risk management program pursuant to a rule adopted by the SEC, which could potentially impact the Funds’ performance and ability to achieve their investment objectives.
Real Estate Investment Trusts Risk — Real estate investment trusts or REITs and REIT-like entities carry risks generally incident to the ownership of real property, as well as additional risks such as limited diversification, poor performance by the manager of the REIT or REIT-like entity and adverse changes to the tax laws. REIT and REIT-like investments also typically generate a substantial amount of distributions that are taxable to shareholders at ordinary income tax rates.
Loan Participations and Assignments Risk — Loans that are below investment grade entail default and other risks greater than those associated with higher rated loans. When purchasing loan participations, a Fund assumes the credit risk associated with the corporate borrower and may assume the credit risk associated with an interposed bank or other financial intermediary. Investments in loans through a direct assignment of the financial institution’s interests with respect to a loan may involve additional risks to the Fund, including, the rights and
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obligations acquired by the Fund may differ from, and be more limited than, those held by the assigning lender, or the Fund bearing the costs and liabilities associated with owning and disposing of the collateral upon a foreclosure of the loan. Loans in which the Fund may invest may not be readily marketable and may be subject to restrictions on resale.
Certain Tax Risk — The tax treatment and characterization of a Fund’s distributions may vary significantly from time to time because of the varied nature of the Fund’s investments. In addition, certain Fund investments may generate a substantial amount of distributions that are taxable to shareholders at ordinary income tax rates. The ultimate tax characterization of a Fund’s distributions made in a calendar year may not finally be determined until after the end of that calendar year. While a portion of a Fund’s income distributions may qualify as tax-advantaged qualified dividends, enabling certain investors who meet holding period and other requirements to receive the benefit of favorable tax treatment, there can be no assurance as to the percentage of a Fund’s income distributions that will qualify as tax-advantaged dividends. In addition, the portion, if any, of a Fund’s distributions that qualifies for favorable tax treatment may be affected by IRS interpretations of the Code, and future changes in tax laws and regulations.
The Subsidiary is treated as a “controlled foreign corporation” and the Multi-Asset Opportunities Fund is treated as a “U.S. shareholder” of the Subsidiary for U.S. federal income tax purposes. As a result, the Multi-Asset Opportunities Fund is required to include currently in gross income for U.S. federal income tax purposes all of the Subsidiary’s “Subpart F income,” respectively, whether or not such income is distributed by the Subsidiary, and there will be a corresponding adjustment to the Multi-Asset Opportunities Fund’s tax basis in the subsidiary. The reporting disparity may give rise to differences when calculating distributable earnings or deficits under U.S. GAAP and U.S. federal income tax rules, and such differences could be material. It is expected that all of the Subsidiary’s income will be “Subpart F income.” “Subpart F income” is generally treated as ordinary income, regardless of the character of the Subsidiary’s underlying income. If a net loss is realized by the Subsidiary, such loss is not generally available to offset the income earned by the Multi-Asset Opportunities Fund.
Subsidiary Risk — Because the Multi-Asset Opportunities Fund will invest a portion of its assets in the Subsidiary, which may hold commodities-related instruments, derivatives and other investments described in this Prospectus, as applicable, the Multi-Asset Opportunities Fund will be indirectly exposed to the risks associated with the Subsidiary’s investments. The Subsidiary is generally subject to the same fundamental, non-fundamental and certain other investment restrictions as the Multi-Asset Opportunities Fund; however, the Subsidiary (unlike the Multi-Asset Opportunities Fund) may invest without limitation in commodities-related instruments, derivatives and other investments, as applicable. There can be no assurance that the investment goal of the Subsidiary will be achieved.
Historically, the IRS has issued private letter rulings in which the IRS specifically concluded that income and gains from investments in a wholly-owned foreign subsidiary that invests in commodity-linked instruments are “qualifying income” for purposes of the compliance with Subchapter M of the Code. The Multi-Asset Opportunities Fund has not received such a private letter ruling, and is not able to rely on private letter rulings issued to other taxpayers. Based on the principles underlying the private letter ruling issued to other taxpayers, the Multi-Asset Opportunities Fund will gain exposure to commodities and commodity-linked instruments by investing in the Subsidiary. However, the IRS has suspended the granting of such private letter rulings, pending review of its position on this matter. The IRS has issued regulations that generally treat the Fund’s income inclusion with respect to the Subsidiary as qualifying income if there is a distribution in the same taxable year out of the earnings and profits of the Subsidiary that is attributable to such income inclusion, or if the Fund’s income inclusion with respect to the Subsidiary is derived in connection with the Fund’s business of investing in stocks, securities, or currencies. The IRS also recently issued a revenue procedure, which states that the IRS will not in the future issue private letter rulings that would require a determination of whether an asset (such as a commodity index-linked note) is a “security” under the 1940 Act. The status of the Multi-Asset Opportunities Fund as a regulated investment company might be jeopardized if the IRS subsequently concluded that income from the Multi-Asset Opportunities Fund’s investment in the Subsidiary does not constitute qualifying income to the Multi-Asset Opportunities Fund. Additionally, the tax treatment of the Multi-Asset Opportunities Fund’s investments in the Subsidiary may be adversely affected by future legislation, court decisions, Treasury Regulations and/or guidance issued by the IRS that could affect whether income derived from such investments is “qualifying income” under Subchapter M of the Code, or otherwise affect the character, timing and/or amount of the Multi-Asset Opportunities Fund’s taxable
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income or any gains and distributions made by the Multi-Asset Opportunities Fund. Please see the section entitled “Taxes” for additional information regarding the Subsidiary. Furthermore, changes in the laws of the U.S. and/or the Cayman Islands could result in the inability of the Multi-Asset Opportunities Fund and/or the Subsidiary to operate as expected and could adversely affect the Multi-Asset Opportunities Fund.
Multi-Style Management Risk — Because certain portions of the Large Cap Strategies Fund’s, Small & Mid Cap Strategies Fund’s and Multi-Asset Opportunities Fund’s assets are managed by different portfolio managers using different styles, the Funds could experience overlapping investments. Certain portfolio managers may be purchasing securities at the same time other portfolio managers may be selling those same securities. This may lead to higher transaction expenses and may generate higher short-term capital gains compared to a Fund using a single investment management style.
Geographic Focus Risk — To the extent that the Municipal Bond Fund, New York Municipal Bond Fund and California Municipal Bond Fund focuses on investments within a single state, its performance can be more volatile than that of a fund that invests more broadly. Adverse economic, political, and regulatory conditions affecting the state are likely to affect the Fund’s performance. Factors affecting a state, such as significant fiscal difficulties, an economic downturn, court rulings, increased expenditures, or reduced monetary support from the federal government, could impair the ability of issuers within that state to repay their obligations.
High-Yield, Lower-Grade Debt Securities Risk — High-yield debt securities (including loans) and unrated securities of similar credit quality (“high-yield debt instruments” or “junk bonds”) are subject to the risks associated with fixed income securities and involve greater risk of a complete loss of a Fund’s investment, or delays of interest and principal payments, than higher-quality debt securities. Issuers of high-yield debt instruments are not as strong financially as those issuing securities of higher credit quality. High-yield debt instruments are generally considered predominantly speculative by the applicable rating agencies as these issuers are more likely to encounter financial difficulties and are more vulnerable to changes in the relevant economy, such as a recession or a sustained period of rising interest rates, that could affect their ability to make interest and principal payments when due. If an issuer stops making interest and/or principal payments, payments on the securities may never resume. These instruments may be worthless and a Fund could lose its entire investment.
The prices of high-yield sovereign debt of emerging market countries fluctuate more than higher-quality securities. An emerging market country may be unwilling or unable to repay the principal and/or interest on its sovereign debt because of insufficient foreign reserves, the relative size of the debt service burden to the economy as a whole, the government’s policy towards supranational agencies such as the International Monetary Fund, or the political constraints to which the government may be subject. If an emerging market country defaults (or threatens to default) on its sovereign debt obligations, the indebtedness may be restructured. Restructuring may include obtaining additional credit to finance outstanding obligations, reduction and rescheduling of payments of interest and principal, or negotiation of new or amended credit agreements. In the event of a default on sovereign debt, the Fund may have limited legal recourse against the defaulting government. In certain cases, remedies must be pursued in the courts of the defaulting country itself, which may further limit a Fund’s ability to obtain recourse.
High-yield debt instruments are generally less liquid than higher-quality securities. Many of these securities are not registered for sale under the federal securities laws and/or do not trade frequently. When they do trade, their prices may be significantly higher or lower than expected. At times, it may be difficult to sell these securities promptly at an acceptable price, which may limit a Fund’s ability to sell securities in response to specific economic events or to meet redemption requests. As a result, high-yield debt instruments generally pose greater illiquidity and valuation risks. In addition, such securities are subject to the following risks:
Debt Securities Ratings Risk — The use of credit ratings in evaluating debt securities can involve certain risks, including the risk that the credit rating may not reflect the issuer’s current financial condition or events since the security was last rated by a rating agency. Credit ratings may be influenced by conflicts of interest or based on historical data that no longer apply or are accurate.
Unrated Debt Securities Risk — Unrated debt securities determined by the investment manager to be of comparable quality to rated securities which a Fund may purchase may pay a higher interest rate than such rated
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debt securities and be subject to a greater risk of illiquidity or price changes. Less public information is typically available about unrated securities or issuers.
Quantitative Investment Strategy Risk — The Large Cap Strategies Fund, Small & Mid Cap Strategies Fund, and the All Cap ESG Fund may invest in securities using a quantitative process. The success of this strategy depends on the effectiveness of the process in screening securities for inclusion in the Funds’ portfolios. The factors used in the quantitative analysis and the weight placed on these factors may not be predictive of a security’s value. The impact of risk and quantitative metrics on a security’s performance can be difficult to predict, and securities that previously possessed certain desirable characteristics may not continue to demonstrate those same characteristics in the future. Relying on risk and quantitative models entails the risks that the models themselves may be limited or incorrect, that the data on which the models rely may be incorrect or incomplete, and that the Adviser may not be successful in selecting securities for investment or determining the weighting of particular securities in the Funds. Any of these factors could cause the Funds to underperform funds with similar strategies that do not select stocks through the use of risk-based and/or quantitative models. International investments can be riskier than U.S. investments due to the adverse effects of currency exchange rates, differences in market structure and liquidity, as well as specific country, regional and economic developments. These risks are generally greater for investments in emerging markets.
ESG Focus Risk —The All Cap ESG Fund’s ESG focus may cause it to perform differently than funds that invest in securities that do not consider ESG scores when selecting investments. The Fund’s ESG focus may affect the Fund’s exposure to certain companies and industries and result in the Fund forgoing opportunities to buy certain securities when it might otherwise be advantageous to do so, or selling securities when it might otherwise be disadvantageous for the Fund to do so. A company’s ESG performance may change over time, which could cause the Fund to temporarily hold securities that do not comply with the Fund’s investment strategy. The Fund’s consideration of ESG factors in making its investment decisions may affect the Fund’s exposure to risks associated with certain issuers, industries and sectors, including risks related to climate change and political and regulatory changes, which may impact the Fund’s relative investment performance. The Fund utilizes ESG scores obtained through a third-party vendor’s rating methodology. There can be no assurance that the rating methodology will perform as anticipated or enable the Fund to achieve its investment objective.
Non-Diversification Risk — The California Municipal Bond and New York Municipal Bond Funds are non-diversified, which generally means that they may invest a greater percentage of their total assets in the securities of fewer issuers than a “diversified” fund. This increases the risk that a change in the value of any one investment held by a Fund could affect the overall value of the Fund more than it would affect that of a diversified fund holding a greater number of investments. Accordingly, the Funds’ value will likely be more volatile than the value of more diversified funds.
Investments in Other Investment Companies
The Funds may invest their assets in securities of other investment companies, including ETFs, as an efficient means of carrying out their investment policies. Investment companies, including ETFs, incur certain expenses such as management fees, and, therefore, any investment by the Funds in shares of other investment companies may be subject to such additional expenses. To the extent a Fund invests in the securities of other investment companies, the acquired investment companies’ fees and expenses are reflected in the Fund’s fees and expenses.
The Funds may invest in investment companies, including ETFs, in excess of 1940 Act limitations on investments in other investment companies in reliance on SEC exemptive orders obtained by such investment companies. The limitation in the foregoing sentence does not apply to the Multi-Asset Opportunities Fund’s investments in the Subsidiary.
Temporary Investments
Each Fund may temporarily depart from its principal investment strategies by investing up to 100% of Fund assets in cash or short-term, high quality money market instruments (e.g. commercial paper, repurchase
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agreements, etc.) in order to manage large cash inflows, maintain liquidity necessary to meet shareholder redemptions or minimize potential losses during adverse market, economic, political, or other conditions or for other reasons. This may cause a Fund to temporarily forego greater investment returns for the safety of principal and a Fund may therefore not achieve its investment goal.
Regulation under the Commodity Exchange Act
The Adviser has claimed an exclusion from the definition of a commodity pool operator (“CPO”) with respect to its management of the Funds pursuant to Commodity Futures Trading Commission Rule 4.5. Therefore, the Adviser is not subject to regulation as a CPO under the Commodity Exchange Act, as amended, with respect to its management of the Funds. In order to rely on the Rule 4.5 exclusion, the Funds must limit their investments in commodity futures contracts, options on futures contracts and swaps and other commodity interests (including, for example, security futures, broad-based stock index futures and financial futures transactions). However, the Adviser has registered as a CPO with respect to its management of the Subsidiary.
Disclosure of Portfolio Holdings
A description of the Funds’ policies and procedures with respect to the disclosure of the Funds’ portfolio securities is available in the Funds’ SAI.
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The Board governs the Funds. The Board oversees Bessemer Investment Management LLC, the Funds’ investment adviser and a wholly-owned subsidiary of Bessemer.
Adviser
The Adviser either manages the Funds’ assets, including buying and selling portfolio securities, or supervises the sub-advisers who are responsible for the day-to-day management of the Funds. The Adviser’s address is 630 Fifth Avenue, New York, New York 10111. The Adviser also serves as the investment adviser to the Subsidiary.
Bessemer is a subsidiary of The Bessemer Group, Incorporated (“BGI”). The Adviser, and other subsidiaries of BGI, advise or provide investment, fiduciary and personal banking services with total assets under supervision of approximately $171 billion as of December 31, 2019.
For its services under the Investment Advisory Agreement, the Adviser receives an advisory fee from each Fund, computed daily and payable monthly, in accordance with the following schedule:
First
$500
million of average net assets |
Second
$500
million to $1 billion of average net assets |
Average
net assets exceeding $1 billion |
||||||||
All Cap Core Fund | 0.75 | % | 0.70 | % | 0.65 | % | ||||
Fixed Income Fund | 0.45 | % | 0.40 | % | 0.35 | % | ||||
Municipal Bond Fund | 0.45 | % | 0.40 | % | 0.35 | % | ||||
California Municipal Bond Fund | 0.45 | % | 0.40 | % | 0.35 | % | ||||
New York Municipal Bond Fund | 0.45 | % | 0.40 | % | 0.35 | % | ||||
All Cap ESG Fund | 0.75 | % | 0.70 | % | 0.65 | % |
Average net assets | ||||
Small & Mid Cap Strategies Fund | 0.85 | % |
First
$1.25
billion of average net assets |
Next
$1.25
billion to $2.5 billion of average net assets |
Average
net assets exceeding $2.5 billion |
||||||||
Multi-Asset Opportunities Fund | 1.10 | % | 1.05 | % | 1.00 | % | ||||
Large Cap Strategies Fund | 0.90 | % | 0.85 | % | 0.80 | % |
For the fiscal year ended October 31, 2019, the Funds each paid the actual advisory fees, net of waivers and as a percentage of its average net assets, as follows: 0.69% for the All Cap Core Fund; 0.81% for the Large Cap Strategies Fund; 0.81% for the Small & Mid Cap Strategies Fund; 0.92% for the Multi-Asset Opportunities Fund; 0.29% for the Fixed Income Fund; 0.29% for the Municipal Bond Fund; and 0.32% for the All Cap ESG Fund. For the fiscal period of December 4, 2018 (commencement of operations) through October 31, 2019, the California Municipal Bond Fund and the New York Municipal Bond Fund paid the actual advisory fees, net of waivers and as a percentage of its average net assets 0.24% and 0.25%, respectively.
Information regarding the factors considered by the Board in connection with the most recent approvals of the Investment Advisory and Sub-Advisory Agreements is provided in the Funds’ Annual Report for the fiscal year ended October 31, 2019. The Adviser has contractually committed through October 31, 2021 to waive its advisory fees to the extent necessary to maintain the net operating expense ratios, excluding Fund transaction costs, investment interest expense, dividend expenses associated with securities sold short and Acquired Fund Fees and Expenses, if any, of the Fixed Income Fund at 0.57%, the Municipal Bond Fund at 0.57%, the All Cap ESG Fund at
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1.00%, the Small & Mid Cap Strategies Fund at 1.11%, the Multi-Asset Opportunities Fund at 1.20%, the Large Cap Strategies Fund at 1.15%, the California Municipal Bond Fund at 0.57% and the New York Municipal Bond Fund at 0.57%. These commitments may be changed or terminated at any time with the approval of the Board. The Adviser may choose voluntarily to reimburse a portion of its advisory fee at any time.
As discussed in its Fund Summary under the caption “Principal Investment Strategies,” the Multi-Asset Opportunities Fund may, in part, pursue its investment goal by investing in the Subsidiary. The Subsidiary has entered into a separate contract with the Adviser whereby the Adviser provides investment advisory services to the Subsidiary. In consideration of these services, the Subsidiary pays the Adviser an annual advisory fee on the net assets of the Subsidiary at the following rates: 1.10% on the first $1.25 billion; 1.05% on the next $1.25 billion; and 1.00% thereafter, with the breakpoints based on the average net assets of the Subsidiary plus the Multi-Asset Opportunities Fund in the aggregate. The Adviser has contractually agreed to exclude from the advisory fee calculation for the Multi-Asset Opportunities Fund the amount of that Fund’s assets invested in the Subsidiary. The Subsidiary also pays directly all of its other expenses.
Sub-Advisers
Dimensional Fund Advisors LP (“Dimensional”), located at 6300 Bee Cave Road, Building One, Austin, Texas 78746, is responsible for the day-to-day management of a portion of the Small & Mid Cap Strategies Fund’s portfolio subject to the oversight of the Adviser. Dimensional was organized in May 1981 and is engaged in the business of providing investment management services to institutional investors and clients of independent financial advisers. Dimensional is organized as a Delaware limited partnership and is controlled and operated by its general partner, Dimensional Holdings Inc., a Delaware corporation. As of December 31, 2019, assets under management for all Dimensional affiliated advisors totaled approximately $609 billion. The fee of Dimensional is based on the assets that Dimensional is responsible for managing. The fee Dimensional receives, which is paid by the Adviser from the fee it receives from the Fund, is included in the advisory fee rate set forth above.
Champlain Investment Partners, LLC (“Champlain”), located at 180 Battery Street, Burlington, Vermont 05401, is responsible for the day-to-day management of a portion of the Small & Mid Cap Strategies Fund’s portfolio subject to the oversight of the Adviser. Champlain had approximately $14.24 billion in assets under management as of December 31, 2019. The fee of Champlain is based on the assets that Champlain is responsible for managing. The fee Champlain receives, which is paid by the Adviser from the fee it receives from the Fund, is included in the advisory fee rate set forth above.
BlackRock Financial Management, Inc. (“BlackRock”), located at 55 East 52nd Street, New York, New York 10022, is responsible for the day-to-day management of a portion of the Multi-Asset Opportunities Fund’s portfolio subject to the oversight of the Adviser. BlackRock is an indirect wholly-owned subsidiary of BlackRock, Inc., a publicly-traded global investment services company. As of December 31, 2019, assets under management totaled approximately $7.43 trillion. BlackRock’s fee is based on the assets that BlackRock is responsible for managing. The fee BlackRock receives, which is paid by the Adviser from the fee it receives from the Fund, is included in the advisory fee rate set forth above.
Muzinich & Co., Inc. (“Muzinich”), located at 450 Park Avenue, New York, NY 10022, is responsible for the day-to-day management of a portion of the Multi-Asset Opportunities Fund’s portfolio subject to the oversight of the Adviser. As of December 31, 2019, Muzinich’s worldwide assets under management totaled approximately $38.1 billion. Muzinich’s fee is based on the assets that Muzinich is responsible for managing. The fee Muzinich receives, which is paid by the Adviser from the fee it receives from the Fund, is included in the advisory fee rate set forth above.
Sands Capital Management, LLC (“Sands”), located at 1000 Wilson Boulevard, Suite 3000, Arlington, Virginia 22209, is responsible for the day-to-day management of a portion of the Large Cap Strategies Fund’s portfolio subject to the oversight of the Adviser. Sands is owned by Sands Capital Management LP (“Sands LP”). Frank M. Sands, Sr. and Frank M. Sands own indirectly a majority interest in Sands LP with the remaining minority interest held by officers and employees of Sands. As of December 31, 2019, assets under management totaled approximately $44.6 billion. Sands’ fee is based on the assets that Sands is responsible for managing. The fee Sands
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receives, which is paid by the Adviser from the fee it receives from the Fund, is included in the advisory fee rate set forth above.
Harding Loevner LP (“Harding Loevner”), located at 400 Crossing Boulevard, Bridgewater, New Jersey 08807, is responsible for the day-to-day management of a portion of the Large Cap Strategies Fund’s portfolio subject to the oversight of the Adviser. Affiliated Managers Group, Inc., a publicly traded company, holds approximately 60% of the equity interests in Harding Loevner. As of December 31, 2019, Harding Loevner’s assets under management totaled approximately $72.8 billion. Harding Loevner’s fee is based on the assets that Harding Loevner is responsible for managing. The fee Harding Loevner receives, which is paid by the Adviser from the fee it receives from the Fund, is included in the advisory fee rate set forth above.
Martingale Asset Management, L.P. (“Martingale”), located at 888 Boylston Street, Suite 1400, Boston, Massachusetts 02199, is responsible for the day-to-day management of a portion of the Small & Mid Cap Strategies Fund’s portfolio subject to the oversight of the Adviser. As of December 31, 2019, Martingale’s assets under management totaled approximately 10.1 billion. Martingale’s fee is based on the assets that Martingale is responsible for managing. The fee Martingale receives, which is paid by the Adviser from the fee it receives from the Fund, is included in the advisory fee rate set forth above.
Baillie Gifford Overseas Limited (“Baillie Gifford”), located at Calton Square, 1 Greenside Row, Edinburgh, EH1 3AN, Scotland, is responsible for the day-to-day management of a portion of the Small & Mid Cap Strategies Fund’s portfolio subject to the oversight of the Adviser. As of December 31, 2019, Baillie Gifford’s assets under management totaled approximately $289.6 billion. Baillie Gifford’s fee is based on the assets that Baillie Gifford is responsible for managing. The fee Baillie Gifford receives, which is paid by the Adviser from the fee it receives from the Fund, is included in the advisory fee rate set forth above.
Polunin Capital Partners Limited (“Polunin”), located at 10 Cavalry Square, London, SW3 4RB, United Kingdom, is responsible for the day-to-day management of a portion of the Small & Mid Cap Strategies Fund’s portfolio subject to the oversight of the Adviser. As of December 31, 2019, Polunin’s assets under management totaled approximately $5.0 billion. Polunin’s fee is based on the assets that Polunin is responsible for managing. The fee Polunin receives, which is paid by the Adviser from the fee it receives from the Fund, is included in the advisory fee rate set forth above.
Acadian Asset Management LLC (“Acadian”) located at 260 Franklin Street, Boston, MA, 02110, is responsible for the day-to-day management of a portion of the Small & Mid Cap Strategies Fund’s portfolio subject to the oversight of the Adviser. As of December 31, 2019, Acadian had approximately $102 billion total assets under management. The fee Acadian receives, which is paid by the Adviser from the fee it receives from the Fund, is included in the advisory fee rate set forth above.
As described above, the Adviser has engaged sub-advisers to make the day-to-day investment decisions for portions of the Large Cap Strategies, Small & Mid Cap Strategies and Multi-Asset Opportunities Funds. The Funds may in the future engage one or more additional sub-advisers. While a sub-adviser makes the day-to-day investment decisions for a Fund, the Adviser retains ultimate responsibility (subject to Board oversight) for overseeing the sub-adviser and evaluating the Fund’s needs and the sub-adviser’s skills and performance on an ongoing basis. Based on its evaluation, the Adviser may, at any time, recommend to the Board that a Fund: (i) change, add or terminate one or more sub-advisers; (ii) continue to retain a sub-adviser even though the sub-adviser’s ownership or corporate structure has changed; or (iii) materially change a sub-advisory agreement with a sub-adviser. The Adviser and the Funds have received exemptive relief from the Securities and Exchange Commission (“SEC”) to permit the Adviser (subject to the Board’s oversight and approval) to make decisions about the hiring, termination and replacement of unaffiliated sub-advisers of the Funds without obtaining approval from Fund shareholders. The Adviser or a Fund will inform the affected Fund’s shareholders of any actions taken in reliance on this relief.
The SAI contains additional information about the Adviser and the sub-advisers, as well as the Funds’ other service providers.
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Portfolio Managers
Certain of the Funds are managed by individual portfolio managers, while others are managed by an investment team. The individuals primarily responsible for the day-to-day investment management of the Funds are identified below. Information about the portfolio managers’ compensation arrangements, other accounts managed by the portfolio managers, as applicable, and the portfolio managers’ ownership of securities of the Funds they manage is available in the SAI.
All Cap Core Fund
Mr. John Alexander Christie, Managing Director of the Adviser, has managed the Fund since November 16, 2011. Mr. Christie joined the Adviser in March 2006. Previously he also served as a senior analyst for the Old Westbury Real Return Fund, a former fund, prior to which he was a research analyst covering the energy and utilities sectors for Large Cap U.S. Equities portfolios. Prior to joining the Adviser, he was a senior associate analyst at UBS from 2004-2006. He previously worked as an equity analyst for Banc One Investment Advisors from 2002 to 2004. Mr. Christie received his BS in Mechanical Engineering from the University of California (Santa Barbara) in 1997 and his MBA from Duke University Fuqua School of Business in 2002.
Mr. Michael Morrisroe, Managing Director of the Adviser, has managed the Fund since December 30, 2016. Mr. Morrisroe joined the Adviser in June 2005 as an Analyst covering the energy and materials sectors for Mid Cap Equities. Previously, Mr. Morrisroe was with Bear Stearns from 2000 to 2005, where he was a Research Analyst covering the building products and metals/mining sectors. He previously worked as a Financial Analyst in the controller’s office at Credit Suisse First Boston. Mr. Morrisroe received his Bachelor of Science in 1995 from the State University of New York, Albany.
Large Cap Strategies Fund
Ms. Nancy Peretz Sheft is a Managing Director of the Adviser and Head of External Manager Solutions at Bessemer, an affiliate of the Adviser. Ms. Sheft has managed the Fund since October 25, 2016. Ms. Sheft joined the Adviser in 2016 and Bessemer in 2013. Prior to joining the Adviser and its affiliate Bessemer, Ms. Sheft was Managing Director at J.P. Morgan Asset Management, where she was Global Head of Institutional Sales, Product, and Consultant Strategy. Ms. Sheft also worked for Ark Asset Management, Hambrecht & Quist and Goldman Sachs. Ms. Sheft earned an MBA from Harvard University and a BA from Princeton University.
Mr. Jeffrey Rutledge, Managing Director of the Adviser, has managed the Fund since October 1, 2018. Mr. Rutledge joined the Adviser in 2004. Previously, he was a member of the investment team for Old Westbury Large Cap Strategies Fund and was a research analyst for the transportation and utilities sectors for Mid Cap Equities portfolios. Prior to joining the Adviser, Mr. Rutledge was a research associate for the aerospace and telecommunication sectors at Bear Stearns & Co. from April 2000 to July 2004. Mr. Rutledge received his BA degree in Industrial Engineering from Lehigh University in 1989 and his MS in Management and Finance in 1995 from the United States Naval Postgraduate School.
Mr. John Hall, Managing Director of the Adviser, has managed the Fund since January 15, 2019. Mr. Hall joined Bessemer in 1998 and joined the Adviser in 2001. Previously, Mr. Hall served as Principal of the Adviser and as Director of Research of Mid Cap U.S. Equities for the Adviser. Prior to joining Bessemer, he was a Portfolio Accountant at Jennison Associates. Mr. Hall received a BS cum laude in Business Administration from Villanova University and MBA from the Columbia Business School at Columbia University.
Mr. Edward N. Aw, Managing Director and Head of Quantitative Strategies of the Adviser, has managed the Fund since January 15, 2016. Mr. Aw joined the Adviser in 2004. Prior to joining the Adviser, Mr. Aw was a Quantitative Analyst for five years at Deutsche Investment Management Americas. Previously, Mr. Aw also worked for The Dreyfus Corporation, Goldman Sachs, and Morgan Stanley in various analytic roles. Mr. Aw earned a BA from the State University of New York at Stony Brook and an MBA from the Frank G. Zarb School of Business at Hofstra University.
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Mr. David Levanson is a Portfolio Manager of Sands’ portion of the Fund. Mr. Levanson, Senior Portfolio Manager, Research Analyst and Executive Managing Director of Sands, worked for Sands from 1992 to 1994 and rejoined Sands in 2002. From 1996 to 1999 he was a Vice President and Research Analyst at State Street Research & Management and from 1999 to 2002 he worked as a Research Analyst at MFS Investment Management. Prior to joining Sands in 1992, Mr. Levanson was a Research Analyst at the Capital Management Group, Folger Nolan Fleming Douglas, Inc. from 1990 to 1992. Mr. Levanson received his BS degree in Finance from the University of Florida and his MBA in 1996 from the Darden School at University of Virginia.
Mr. Perry Williams is a Portfolio Manager of Sands’ portion of the Fund. Mr. Williams, President and Director of Research, has worked for Sands since 2004. Previous to his current positions, Mr. Williams initially joined Sands Capital Management as a Director of Client Relations in 2004, and he transitioned to the Investment Team in 2006. Prior to joining Sands in 2004, Mr. Williams served as a Principal and Consultant at Mercer Investment Consulting, Inc. from 1995-2004. Mr. Williams received his BS degree in Finance from the University of Virginia in 1994 and his Master of Management degree in 1999 from the Kellogg Graduate School of Management at Northwestern University.
Mr. Brian A. Christiansen, Research Analyst, Senior Portfolio Manager, and Executive Managing Director joined Sands Capital in June 2006. He has investment experience dating back to that same year. Mr. Christiansen received his BA in Economics from Yale University in 2005. He also earned his MBA from the Yale School of Management in 2009.
Mr. Craig Shaw, is a Co-lead Portfolio Manager of Harding Loevner’s portion of the Fund. Mr. Shaw, Portfolio Manager, Analyst and Partner, has worked for Harding Loevner since 2001. Previous to his current position, Mr. Shaw was a Consultant in the capital markets and accounting areas from 1999 to 2000 and a Security Analyst with ABN AMRO Securities from 1996 to 1997. Mr. Shaw also worked for Barclays de Zoete Wedd, Credit Lyonnais Securities Asia and Parker Drilling Company in various analytic roles. Mr. Shaw received his BA in Business Administration from Concordia College in 1986 and MIM from American Graduate School of International Management (Thunderbird) in 1989.
Mr. Pradipta Chakrabortty is a Portfolio Manager of Harding Loevner’s portion of the Fund. Mr. Chakrabortty, Portfolio Manager, Analyst and Partner, has worked for Harding Loevner since 2008. Previous to his current position, Mr. Chakrabortty worked for Templeton Capital Advisors and Cornerstone Investment Partners in various analytic roles. Mr. Chakrabortty received his BE in Engineering from BIRLA Institute of Technology & Science in 1994, his MBA in Finance and Marketing from XLRI School of Management in 1998, and his MBA from The Wharton School of the University of Pennsylvania in 2008.
Mr. Scott Crawshaw is a Co-lead Portfolio Manager of Harding Loevner’s portion of the Fund. Mr. Crawshaw, Portfolio Manager, Analyst and Partner, has worked for Harding Loevner since 2014. Previous to his current position, Mr. Crawshaw was a Senior Portfolio Manager for Russell Investments from 2004 to 2014. Mr. Crawshaw was also a Fund Manager for ISIS Asset Management from 1998 to 2003 and Assistant Investment Consultant for Bacon and Woodrow from 1995 to 1998. Mr. Crawshaw received his BSc in Mathematics from the University of Bristol in 1995.
Mr. Rusty Johnson, is a Portfolio Manager of Harding Loevner’s portion of the Fund. Mr. Johnson, Portfolio Manager, Analyst and Partner, has worked for Harding Loevner since 1994. Previous to his current positions, Mr. Johnson was in International Equity Sales with Peregrine Brokerage from 1993 to 1994 and an Institutional Broker with Jardine Fleming/Robert Fleming from 1987 to 1993. Mr. Johnson also worked for Jardine Fleming/Robert Fleming and Chin Tung Futures in various analytic roles. Mr. Johnson received his BA degree in Economics from Washington & Lee University in 1986.
Mr. Richard Schmidt, is a Portfolio Manager of Harding Loevner’s portion of the Fund. Mr. Schmidt, Portfolio Manager, Analyst and Partner, has worked with Harding Loevner since 2011. Previous to his current position, Mr. Schmidt was Chief Investment Officer with Oranda Capital Management from 2007 to 2011. Mr. Schmidt also worked for JP Morgan Asset Management, Jardine Fleming Investment Management, Jardine Fleming
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Securities, BT Brokerage and Winfull, Laing & Cruickshank in various analytic roles. Mr. Schmidt received his BS in Foreign Services from Georgetown University in 1986.
All Cap ESG Fund
Dr. Qiang Jiang, PhD, is a Managing Director and Director of Investment Quantitative R&D at the Adviser. Dr. Jiang joined the Adviser in 2007. Prior to joining the Adviser, Dr. Jiang worked for Bessemer, an affiliate of the adviser, since 2002. Prior to joining Bessemer, Dr. Jiang was a consultant for Schroders from 1997 to 2000, and the Bank of New York Mellon (which acquired Schroders) from 2000 to 2001. Dr. Jiang worked at Rutgers University as a research fellow, responsible for research in the areas of interfacial phenomena and ultra-low temperature physics, and completed both a M.S in Electrical Engineering & Computer as well as his Doctoral program in Physics in 1991. Dr. Jiang earned a B.S. from Fudan University in 1985.
Mr. Y. Gregory Sivin is a Principal and Director of Quantitative Portfolio Management at the Adviser. Mr. Sivin joined the Adviser in 2011. Prior to joining the Adviser, Mr. Sivin was a portfolio manager and investment product developer at IndexIQ from 2007 to 2009. Before that, Mr. Sivin worked at Deutsche Investment Management as a portfolio manager and quantitative analyst from 2000 to 2007. Mr. Sivin earned a M.S. in Applied Statistics and Decision Making from Fordham University in 2016 and a B.S. in Applied Mathematics and Statistics from Stony Brook University in 1992.
Ms. Anna E. White is a Principal of the Adviser and Director of Investment Communications at Bessemer. Ms. White joined the Adviser in 2018 and Bessemer in 2015. Prior to joining Bessemer, Ms. White was Director of Investment Communications at GenSpring Family Offices from 2010 to 2015. Before that, Ms. White worked at Silverfern Co-Investment Partners as a Principal, responsible for investor relations and fundraising activities from 2008 to 2010. Ms. White earned an M.B.A.in 1999 and a B.S. from the University of North Carolina at Chapel Hill in 1993.
Small & Mid Cap Strategies Fund
Ms. Nancy Peretz Sheft is a Managing Director of the Adviser and Head of External Manager Solutions at Bessemer, an affiliate of the Adviser. Ms. Sheft has managed the Fund since October 25, 2016. Ms. Sheft joined the Adviser in 2016 and Bessemer in 2013. Prior to joining the Adviser and its affiliate Bessemer, Ms. Sheft was Managing Director at J.P. Morgan Asset Management, where she was Global Head of Institutional Sales, Product, and Consultant Strategy. Ms. Sheft also worked for Ark Asset Management, Hambrecht & Quist and Goldman Sachs. Ms. Sheft earned an MBA from Harvard University and a BA from Princeton University.
Mr. Edward N. Aw, Managing Director and Head of Quantitative Strategies of the Adviser, has managed the Fund since June 2016. Mr. Aw joined the Adviser in 2004. Prior to joining the Adviser, Mr. Aw was a Quantitative Analyst for five years at Deutsche Investment Management Americas. Previously, Mr. Aw also worked for The Dreyfus Corporation, Goldman Sachs, and Morgan Stanley in various analytic roles. Mr. Aw earned a BA from the State University of New York at Stony Brook and an MBA from the Frank G. Zarb School of Business at Hofstra University.
Mr. Michael Morrisroe, Managing Director of the Adviser, has managed the Fund since February 28, 2014. Mr. Morrisroe joined the Adviser in June 2005 as an Analyst covering the energy and materials sectors for Mid Cap Equities. Previously, Mr. Morrisroe was with Bear Stearns from 2000 to 2005, where he was a Research Analyst covering the building products and metals/mining sectors. He previously worked as a Financial Analyst in the controller’s office at Credit Suisse First Boston. Mr. Morrisroe received his Bachelor of Science in 1995 from the State University of New York, Albany.
Dimensional manages its portion of the Fund’s portfolio using a team approach. The investment team includes the Investment Committee of Dimensional (the “Investment Committee”), portfolio managers and trading personnel. The Investment Committee is composed primarily of certain officers and directors of Dimensional. Investment strategies for the portion of the Fund managed by Dimensional are set by the Investment Committee, which also sets and reviews all investment related policies and procedures and approves any changes in regards to approved countries, security types and brokers.
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In addition to implementing the policies and procedures established by the Investment Committee, the portfolio managers and traders make daily investment decisions regarding the portfolios based on the parameters established by the Investment Committee. The individuals named below coordinate the efforts of all other portfolio managers or trading personnel with respect to the day-to-day management of the portfolio indicated.
Mary T. Phillips | |
Arun Keswani | |
Jed S. Fogdall |
Ms. Phillips is a Deputy Head of Portfolio Management, North America, Vice President, and a member of the Investment Committee and Investment Research Committee at Dimensional. Ms. Phillips holds an MBA from the University of Chicago Booth School of Business and a BA from the University of Puget Sound. Ms. Phillips joined Dimensional in 2012, has been a portfolio manager since 2014, and has been responsible for the international equity portfolios since 2015.
Mr. Keswani is a Senior Portfolio Manager and Vice President of Dimensional. Mr. Keswani holds an MBA from the Massachusetts Institute of Technology Sloan School of Management, an MS from Pennsylvania State University, and a BS from Purdue University. Mr. Keswani joined Dimensional in 2011, has been a portfolio manager since 2013, and has been responsible for the international equity portfolios since 2015.
Mr. Fogdall is Global Head of Portfolio Management, Vice President of Dimensional, and Chairman of the Investment Committee. Mr. Fogdall has an MBA from the University of California, Los Angeles and a BS from Purdue University. Mr. Fogdall joined Dimensional in 2004 and has been responsible for the international equity portfolios since 2010 and the domestic equity portfolios since 2012.
Mr. Scott T. Brayman, is the Head Portfolio Manager of Champlain’s portion of the Fund. Mr. Brayman has served as Chief Investment Officer of Small and Mid Cap Strategies and Managing Partner of Champlain since September 2004 and has led Champlain’s investment team since such time. Prior to joining Champlain, Mr. Brayman was a Senior Vice President at NL Capital Management, Inc. and served as a Portfolio Manager with Sentinel Advisors, Inc. where he was employed from June 1995 to September 2004. Mr. Brayman graduated cum laude from the University of Delaware with a Bachelor’s Degree in Business Administration. He has more than 35 years of investment experience.
Mr. Corey N. Bronner, has been a member of the investment team since April 2010. Prior to joining Champlain, Mr. Bronner was an analyst focusing primarily on the financial services industry at Duff & Phelps Corporation. He was a credit analyst with the commercial lending group at Merchants Bank, a subsidiary of Merchant Bancshares, Inc., before joining Duff & Phelps Corporation. Mr. Bronner graduated magna cum laude from the University of Vermont with a Bachelor of Science in Business Administration. He has more than 12 years of investment experience.
Mr. Joseph M. Caligiuri, joined Champlain in 2008 as an Operations Analyst and moved to the investment team in 2010. His experience includes internships at Sheaffer & Roland Consulting Engineers as a business operations analyst and Sopher Investment Management as a research assistant. Mr. Caligiuri graduated from Saint Michael’s College with a Bachelor of Arts in Philosophy. He has more than 11 years of investment experience.
Mr. Joseph J. Farley has been a member of the investment team since August 2014. Prior to joining Champlain, Mr. Farley was a founder and portfolio manager of Kelvingrove Partners, LLC, an investment management firm focused on technology, media, and telecommunications, where he was employed from 2008 to 2013. His investment management career began at Private Capital Management, where he was the managing director of investment research and a portfolio manager. Mr. Farley spent over 10 years as a securities analyst on Wall Street, and held senior investment research and management roles at Morgan Stanley, Donaldson Lufkin & Jenrette, and UBS. He began his career as a market analyst with AT&T. Mr. Farley earned Masters and Bachelor of
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Arts degrees from the University at Albany, State University of New York. He has more than 27 years of investment experience.
Mr. Robert D. Hallisey has been a member of the investment team of Champlain since August 2016. Prior to joining Champlain, Mr. Hallisey was a member of Fidelity’s fund manager due diligence team. Mr. Hallisey’s experience includes coverage of the small and mid cap health care sector at BlackRock, Sirios Capital, and John Hancock Funds. Mr. Hallisey graduated from Saint Michael’s College with a Bachelor of Science in Business Administration and earned his MBA from Babson College. He has more than 26 years of investment experience.
Mr. James Mac Eysenbach is a Partner, Executive Vice President, and Chief Investment Officer. He is responsible for overseeing Martingale’s portfolio managers and directing the investment team’s research and product development efforts. Mr. Eysenbach served as Martingale’s Director of Research from 2008 through 2015. Prior to joining Martingale as a portfolio manager in 2004, Mr. Eysenbach was a Managing Director and Director of Quantitative Products at Scudder Investments, overseeing active, enhanced index and tax managed equity strategies. Previously, he was a portfolio manager and quantitative analyst for Trinity Investment Management. Mr. Eysenbach earned an A.B. in economics from Bowdoin College and an M.B.A. from the UCLA Anderson School of Management.
Mr. William E. Jacques is a Partner, President, and Chief Executive Officer of Martingale. He guides the firm’s strategic direction, oversees its operations and is a member of the investment team. Prior to founding the firm and serving as its Chief Investment Officer for more than 25 years, Mr. Jacques was a Trustee and Vice President of Batterymarch Financial Management from 1984 to 1987, where he was involved in quantitative research and portfolio management as an investment strategist. Before joining Batterymarch, he was a Vice President of JP Morgan Investment Management where he began his career as a research analyst. Mr. Jacques graduated from Lafayette College with a B.A. in both mathematics and economics. He earned his M.B.A. at the Wharton School.
Mr. Samuel Nathans is a Partner, Senior Vice President, and Senior Portfolio Manager of Martingale. He is responsible for managing client portfolios. Mr. Nathans joined Martingale in 1999, following a brief association with Miller Tabak + Co. Previously, he was the Portfolio Manager and Director of Research for the AIG Equity Market Neutral Fund. Before joining AIG, Mr. Nathans developed and managed quantitative strategies in the U.S. and overseas equity markets for M.D. Sass Investor Services, Inc. Prior to his tenure at M.D. Sass, Sam was Director of Trading and Developmental Research at Saje Asset Management. Mr. Nathans holds a J.D. from Emory University and a B.S. in public policy studies from Duke University.
Mr. Fan Gao is a Partner and Senior Vice President of Investments of Martingale, involved in portfolio management and research. He is also responsible for developing analytical tools and conducting research to enhance Martingale’s security valuation and portfolio management process. Prior to joining Martingale in 2013, Mr. Gao was a software developer for Convergex Group (now Eze Software Group) responsible for developing risk analytics and other investment technology solutions. Mr. Gao earned a Bachelor of Economics in finance from Zhejiang University (China) and an M.S. in mathematical finance from Boston University.
Mr. Prabhu Kavi is a Partner and Senior Vice President of Investments of Martingale. A member of the investment team, Mr. Kavi is responsible for portfolio management and research for Martingale’s investment strategies. Mr. Kavi is a major contributor to strategy development and enhancements through ongoing stock valuation and portfolio construction research. Before joining Martingale in 2008, Mr. Kavi worked for GRT Capital, a Boston-based hedge fund. Prior to receiving his MBA, Mr. Kavi held senior positions developing modeling and simulation tools for several computer network and communications companies. Mr. Kavi received both B.S. (Summerfield Scholar) and M.S. in electrical engineering from the University of Kansas. He also holds an M.B.A. from the MIT Sloan School of Management.
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Mr. David E. Schmidt is a Partner and Senior Vice President of Investments of Martingale, responsible for conducting research and managing client portfolios. Mr. Schmidt brings more than 25 years of experience in the areas of quantitative investment research and portfolio management. Prior to joining Martingale in 2015, Mr. Schmidt was Director of Quantitative Research at Zacks Investment Research. Previously, he held roles as Chief Investment Officer and Director of Product Development for Quantitative Equities at Trinity Investment Management and OFI Institutional. Mr. Schmidt holds a B.A. in mathematics from Carleton College and a M.S. in computer science and engineering from the Pennsylvania State University.
Mr. Douglas Brodie serves as Investment Manager, Partner and Head of the Global Discovery Team of Baillie Gifford. He joined Baillie Gifford in 2001 and has more than 19 years of investment experience. Mr. Brodie has a BSc in Molecular Biology and Biochemistry from Durham University and a DPhil in Molecular Immunology from Oxford University.
Mr. Douglas Polunin serves as Director and Chief Investment Officer of Polunin. Prior to co-founding Polunin in 2001, Mr. Polunin was a Head of Emerging Markets Investments at Pictet Asset Management UK Limited where he was responsible for managing the PTF Emerging Markets Fund and the Eastern European Trust. Mr. Polunin graduated from Edinburgh University with a BSc (Honors) degree in Biochemistry.
Mr. Brendan O. Bradley serves as Chief Investment Officer of Acadian. Mr. Bradley joined Acadian in 2004 and has served as the firm’s director of portfolio management, overseeing portfolio management policy, and was also previously the director of Acadian’s managed volatility strategies. He is a member of the Acadian Executive Committee. Mr. Bradley earned a Ph.D. in applied mathematics from Boston University and a B.A. in physics from Boston College.
Mr. Ryan Taliaferro serves as Director of Equity Strategies of Acadian. Mr. Taliaferro joined Acadian in 2011 and has served as the lead portfolio manager for Acadian’s managed volatility strategies. Mr. Taliaferro received a Ph.D. in Business Economics (Finance) from Harvard University, an M.B.A. in Finance and Economics from the University of Chicago, an A.M in Economics and an A.M. in Physics from Harvard University and an A.B. in Physics from Harvard University.
Mr. Harry Gakidis joined Acadian in 2014 and serves as Lead Portfolio Manager for Core Strategies. Prior to joining Acadian, Mr. Gakidis worked as a Senior Quantitative Strategist at Loomis Sayles, where he founded the firm’s quantitative Strategy Lab and co-managed a U.S. Equity Long/Short Strategy. Mr. Gakidis earned a Ph.D. in economics from MIT and holds an A.B. in economics from Harvard University.
Multi-Asset Opportunities Fund
Mr. Amit Bortz, Principal and Co-Portfolio Manager of the Adviser, has managed the Fund since February 28, 2014. He joined the Adviser in December 2012 as a Senior Analyst of the Multi-Asset Opportunities team. Prior to joining the Adviser, Mr. Bortz was a Principal with Protea Partners LLC, a private investment company focused on volatility investing strategies. From 2004 to 2009, he was a Vice President with BlackRock where he was responsible for structuring opportunistic and thematic strategies across asset classes. Mr. Bortz began his career with J.P. Morgan in 2002 working in structured products and derivative marketing. Mr. Bortz received his Bachelor of Science with concentrations in Economics and Finance from The University of Missouri — Columbia.
Mr. Jared B. Olivenstein, Principal and Co-Portfolio Manager of the Adviser, has managed the Fund since July 1, 2019. Prior to joining the Adviser, Mr. Olivenstein was an Executive Director and Portfolio Manager at JPMorgan Asset Management, responsible for the Strategic Income Opportunities family of funds. Prior to joining JPMorgan Asset Management, Mr. Olivenstein was a foreign exchange and commodities sales and trading associate with JPMorgan Chase Securities Inc. Mr. Olivenstein earned a B.S. in Business Administration from Carnegie Mellon University.
Mr. Anthony Wile, Senior Vice President and Associate Portfolio Manager of the Adviser, has managed the Fund since May 1, 2019. Mr. Wile joined the Adviser in 2017 and Bessemer in 2016. Prior to joining Bessemer,
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Mr. Wile was a global markets research analyst at J.P. Morgan, responsible for global macro research and high frequency forecasting. Mr. Wile earned a B.B.A. in finance and economics from Loyola University Chicago.
Mr. Ibrahim Incoglu is a Portfolio Manager of BlackRock’s portion of the Fund. Mr. Incoglu, a Managing Director of BlackRock, is part of the Securitized Assets Investment team and a member of Americas Fixed Income within the Alpha Strategies Group. Mr. Incoglu is a Senior Portfolio Manager and Trader on the Non-Agency desk. His responsibilities include managing Prime, Alt-a, Option Arm and Subprime positions across numerous BlackRock portfolios. Prior to joining BlackRock in 2009, Mr. Incoglu spent more than six years on the sell side at Wachovia Securities, most recently as a Director. He was responsible for managing the synthetic ABS desk, market making and hedging activities. Prior to launching synthetic desk in 2006, Mr. Incoglu was a Senior Trader at Wachovia and traded / made markets on Alt-a, Sub-prime and 2nd liens/ HELOC’s (Home Equity Line of Credit). From 2002 to 2003, Mr. Incoglu was an Associate at Bank of America Securities, where he structured up Non-Agency deals, and ran arbitrage to buy and securitize mortgage whole loans. Mr. Incoglu began his career at Ocwen Federal Bank in 2000. He focused on trading of IO’s, servicing strips, as well as hedging activities of the derivatives. Mr. Incoglu earned a BS degree in civil engineering from Bogazici University in 1998, and an MBA degree in business administration from the University of Tulsa in 1999.
Mr. Michael McEachern is a Portfolio Manager of Muzinich’s portion of the Fund. He joined Muzinich in 2012. Prior to that, he served as the President and Head of the High Yield Division at Seix Advisors, Inc. from 1997 to 2011. Mr. McEachern holds a BA in Management Science from the University of California, San Diego, and a MBA from Rice University.
Mr. Warren Hyland is a Portfolio Manager of Muzinich’s portion of the Fund. He joined Muzinich in 2013. Prior to that, he served as a Senior Portfolio Manager for Global Emerging Markets at Schroders. Mr. Hyland has a BSc in Mathematics for Business from the Middlesex University London and a MSc in Shipping Trade and Finance from the CASS Business School.
Mr. Thomas Samson is a Portfolio Manager of Muzinich’s portion of the Fund. He joined Muzinich in 2004. Prior to that, he was an investment analyst at Trafalgar Asset Managers. Mr. Samson has an MBA from the London Business School and a MSc in Corporate Finance from the Institut d’Etudes Politiques de Paris, France.
Mr. Torben Ronberg is a Portfolio Manager of Muzinich’s portion of the Fund. He joined Muzinich in 2016. Prior to that, he served as Head of Sub-Investment responsible for overseeing all Loan and High Yield Investments in asset class specific portfolios at ECM Asset Management Limited. Mr. Torben holds an BSc in Accounting from Copenhegen Business School and an Executive MBA from London Business School.
Mr. Anthony Demeo is a Portfolio Manager of Muzinich’s portion of the Fund. He joined Muzinich in 2015. Prior to that, he was an investment grade credit trader at Societe Generale focusing on the consumer, retail and industrial sectors. Previously, he spent 11 years in debt capital markets at Barclays Capital and Deutsche Bank. Mr. Demeo holds a BA in Economics from Cornell University.
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Fixed Income Fund
Mr. David W. Rossmiller, Managing Director and Head of Fixed Income for the Adviser, has managed the Fund since November 30, 2012. Mr. Rossmiller joined the Adviser in May 2010. He was the Global Head of Fixed Income for Deutsche Bank Private Wealth Management from 2003 until he joined the Adviser. Mr. Rossmiller joined Bankers Trust in 1993, which was later acquired by Deutsche Bank in 1999. Mr. Rossmiller attended the University of Michigan from 1975 to 1977, and received a Bachelor of Music in 1980 from the Hartt School of Music and a Master of Public and Private Management in 1985 from Yale University.
Ms. Beatriz M. Cuervo, Principal and Head of Taxable Fixed Income of the Adviser, has managed the Fund since February 28, 2014. Ms. Cuervo joined the Adviser in June 2009 as a Credit Analyst for fixed income securities. Ms. Cuervo also worked at Libra Securities in the Private Debt Securities Department from 1999 to 2005. Prior to that, she was a Fixed Income Portfolio Manager in the Insurance Asset Management Group at Alliance Capital. Ms. Cuervo received her Bachelor of Science in Systems Analysis in 1982 from the University of Miami, Coral Gables, Florida, and her Master of Business Administration in 1986 from Columbia University.
Municipal Bond Fund
Mr. Bruce A. Whiteford, Managing Director of the Adviser, has managed the Fund since its inception. Mr. Whiteford joined Bessemer in 1996 and the Adviser in 2001. Prior to joining Bessemer, Mr. Whiteford oversaw $5 billion in fixed income investments as Vice President, Manager - U.S. Fixed Income Funds Group, Chase Asset Management, a division of Chase Manhattan Bank, N.A., from 1986 to 1996. Mr. Whiteford graduated from the University of South Carolina with a BS in Finance.
Mr. David W. Rossmiller, Managing Director and Head of Fixed Income for the Adviser, has managed the Fund since February 28, 2020. Mr. Rossmiller joined the Adviser in May 2010. He was the Global Head of Fixed Income for Deutsche Bank Private Wealth Management from 2003 until he joined the Adviser. Mr. Rossmiller joined Bankers Trust in 1993, which was later acquired by Deutsche Bank in 1999. Mr. Rossmiller attended the University of Michigan from 1975 to 1977, and received a Bachelor of Music in 1980 from the Hartt School of Music and a Master of Public and Private Management in 1985 from Yale University.
Mr. Kevin Akinskas, Managing Director and Head of Municipal Bonds for the Adviser, has managed the Fund since February 24, 2020. Mr. Akinskas joined the Adviser in February 2020. He was the Director of Muni Institutional & Wealth Management at BlackRock from 2006 until he joined the Adviser. Prior to that, Mr. Akinskas was the Private Investors Portfolio Manager at Merrill Lynch Investment Managers from 2005 until he joined BlackRock. Mr. Akinskas received an MBA in Finance and Management and a BS in Mechanical Engineering from Rutgers University.
California Municipal Bond Fund
Mr. Bruce A. Whiteford, Managing Director of the Adviser, has managed the Fund since its inception on December 1, 2018. Mr. Whiteford joined Bessemer in 1996 and the Adviser in 2001. Prior to joining Bessemer, Mr. Whiteford oversaw $5 billion in fixed income investments as Vice President, Manager - U.S. Fixed Income Funds Group, Chase Asset Management, a division of Chase Manhattan Bank, N.A., from 1986 to 1996. Mr. Whiteford graduated from the University of South Carolina with a BS in Finance.
Mr. David W. Rossmiller, Managing Director and Head of Fixed Income for the Adviser, has managed the Fund since its inception on December 1, 2018. Mr. Rossmiller joined the Adviser in May 2010. He was the Global Head of Fixed Income for Deutsche Bank Private Wealth Management from 2003 until he joined the Adviser. Mr. Rossmiller joined Bankers Trust in 1993, which was later acquired by Deutsche Bank in 1999. Mr. Rossmiller attended the University of Michigan from 1975 to 1977, and received a Bachelor of Music in 1980 from the Hartt School of Music and a Master of Public and Private Management in 1985 from Yale University.
Mr. Kevin Akinskas, Managing Director and Head of Municipal Bonds for the Adviser, has managed the Fund since February 24, 2020. Mr. Akinskas joined the Adviser in February 2020. He was the Director of Muni Institutional & Wealth Management at BlackRock from 2006 until he joined the Adviser. Prior to that, Mr. Akinskas
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was the Private Investors Portfolio Manager at Merrill Lynch Investment Managers from 2005 until he joined BlackRock. Mr. Akinskas received an MBA in Finance and Management and a BS in Mechanical Engineering from Rutgers University.
New York Municipal Bond Fund
Mr. Bruce A. Whiteford, Managing Director of the Adviser, has managed the Fund since its inception on December 1, 2018. Mr. Whiteford joined Bessemer in 1996 and the Adviser in 2001. Prior to joining Bessemer, Mr. Whiteford oversaw $5 billion in fixed income investments as Vice President, Manager - U.S. Fixed Income Funds Group, Chase Asset Management, a division of Chase Manhattan Bank, N.A., from 1986 to 1996. Mr. Whiteford graduated from the University of South Carolina with a BS in Finance.
Mr. David W. Rossmiller, Managing Director and Head of Fixed Income for the Adviser, has managed the Fund since its inception on December 1, 2018. Mr. Rossmiller joined the Adviser in May 2010. He was the Global Head of Fixed Income for Deutsche Bank Private Wealth Management from 2003 until he joined the Adviser. Mr. Rossmiller joined Bankers Trust in 1993, which was later acquired by Deutsche Bank in 1999. Mr. Rossmiller attended the University of Michigan from 1975 to 1977, and received a Bachelor of Music in 1980 from the Hartt School of Music and a Master of Public and Private Management in 1985 from Yale University.
Mr. Kevin Akinskas, Managing Director and Head of Municipal Bonds for the Adviser, has managed the Fund since February 24, 2020. Mr. Akinskas joined the Adviser in February 2020. He was the Director of Muni Institutional & Wealth Management at BlackRock from 2006 until he joined the Adviser. Prior to that, Mr. Akinskas was the Private Investors Portfolio Manager at Merrill Lynch Investment Managers from 2005 until he joined BlackRock. Mr. Akinskas received an MBA in Finance and Management and a BS in Mechanical Engineering from Rutgers University.
You can buy shares of a Fund at NAV, without a sales charge, on any day the New York Stock Exchange (“NYSE”) is open for business. NAV is determined at the end of regular trading (normally 4:00 p.m. Eastern time) each day the NYSE is open. Your purchase order must be received in proper form by 4:00 p.m. (Eastern time) in order to receive that day’s NAV. If the NYSE is closed due to inclement weather, technology problems or any other reason on a day it would normally be open for business, or the NYSE has an unscheduled early closing on a day it has opened for business, a Fund reserves the right to treat such day as a business day and accept purchase and redemption orders until, and calculate its NAV as of, the normally scheduled close of regular trading on the NYSE for that day, so long as the Adviser believes there generally remains an adequate market to obtain reliable and accurate market quotations.
Each Fund’s NAV is computed by dividing the value of the Fund’s net assets (i.e., the value of a Fund’s securities and other assets less its liabilities, including expenses payable or accrued but excluding capital stock and surplus) by the total number of shares outstanding. Portfolio securities for which market quotations are readily available are valued at market value. All other investment assets of the Funds are valued in such manner as the Board, in good faith, deems appropriate to reflect their fair value. If events occur that materially affect the value of the security between the time trading ends on a particular security and the close of the normal trading session of the NYSE, the Funds may value the security at its fair value as determined in good faith by or under the supervision of the Board. A market quotation is considered not readily available if, among other circumstances, the most recent reported price is deemed unreliable. For example, securities that may be subject to fair valuation include, but are not limited to: (1) securities in which trading has been halted pending further news; (2) illiquid securities in which there is no trading market and no broker coverage; (3) stale priced securities; (4) securities that may have defaulted or de-listed from an exchange and are no longer trading; (5) any other security for which the Funds’ Pricing Committee, with input from the Adviser or sub-advisers, as applicable, believes that the last trading price does not represent a reliable current price; or (6) other assets, including real assets and derivatives for which readily available market quotations are not generally available. In addition, a Fund may fair value securities that trade on a foreign exchange because a significant event has occurred after the foreign exchange closes but before the time as of which a Fund’s share price is calculated. Foreign exchanges typically close before the time as of which Fund share prices are
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calculated, and may be closed altogether on some days a Fund is open. Such significant events affecting a foreign security may include, but are not limited to: (1) those relating to a single issuer; (2) governmental actions that affect securities in one sector or country; (3) natural disasters or armed conflicts affecting a country or region; or (4) significant market fluctuations. There is no single standard for determining the fair value of a security, but, rather, several factors are considered, including an evaluation of the forces that influence the market in which the security is purchased or sold, in determining whether a market price is readily available and, if not, the security’s fair value.
In light of the judgment involved in fair value decisions, there can be no assurances that a fair value assigned to a particular security reflects a price for which a security has traded or will trade. Accordingly, when a Fund uses fair value to price securities, it may value those securities higher or lower than another fund that uses market quotations to price the same securities.
The Board has adopted valuation policies and procedures for determining the value of Fund shares. The Board receives and reviews quarterly reports from the Funds’ Pricing Committee regarding any valuation issues that arose during the preceding quarter.
To open an account with one of the Funds, your first investment must be at least $1,000. However, you can add to your account for as little as $100. In certain circumstances, these minimums may be waived or lowered at the Funds’ or Adviser’s discretion.
Each prospective investor in the Funds must first submit an account application in proper form. An account application may be rejected at the discretion of the Funds and/or Adviser at any time and for any reason. Once an application is approved, shares of each Fund may be purchased by mail or by wire directly with the transfer agent of the Funds, BNY Mellon Investment Servicing (US) Inc. (the “Transfer Agent”), or through broker/dealers or other financial institutions that have an agreement with the Funds’ distributor, Foreside Funds Distributors LLC (the “Distributor”) (a “Selling Agent”). Notwithstanding the foregoing, the Funds and the Adviser reserve the right to reject any purchase request at any time, for any reason. See also “Market Timing Policies.”
If you purchase shares directly with the Transfer Agent, your account will be maintained by the Transfer Agent. For account balance information and shareholder services, you may call the Transfer Agent at (800) 607-2200. Shareholder information is subject to independent identity verification and may be shared, as permitted by law and the Funds’ Privacy Policy, for identifying and reporting suspected money laundering and terrorist activity. In compliance with the USA PATRIOT Act, all financial institutions (including mutual funds) are required, among other matters, to obtain, verify and record the following information for all registered owners or others who may be authorized to act on an account: full name, date of birth, taxpayer identification number (usually your Social Security number), and permanent street address. Corporate, trust and other entity accounts require additional documentation. This information will be used to verify your true identity. If any of the above requested information is missing, we may reject your account and return your application or take such other action as we deem reasonable as permitted by law. All applications for purchase must be approved by the Adviser. Please review your account application for additional information.
By Mail
Through a Selling Agent
Contact your Selling Agent for instructions. Shares will be issued upon receipt of payment by the Funds in which you are investing (see “Additional Conditions—Transactions Through Selling Agents”).
Directly with the Transfer Agent
• | Contact the Transfer Agent to request a Purchase Application; |
• | Complete the Purchase Application; |
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• | Obtain written Adviser approval; and |
• | Mail it together with a check payable to Old Westbury Funds, to the following address: |
Old Westbury Funds, Inc.
P.O. Box 9767
Providence, RI 02940-9767
Subsequent investments in a Fund do not require a Purchase Application; however, the shareholder’s account number and Fund name must be clearly marked on the check to ensure proper credit.
The Funds will not accept the following payments: third party checks; money orders; bank starter checks; traveler’s checks; credit card convenience checks; or checks drawn in a foreign currency. All checks should be made payable to Old Westbury Funds.
By Wire
Investments may be made directly through the use of wire transfers of federal funds after an account has been established. Shares purchased by wire will be effected at the public offering price next determined after acceptance of the order by the Transfer Agent.
Through a Selling Agent
Contact your Selling Agent for instructions.
Directly with the Transfer Agent
If you do not have a relationship with a Selling Agent, you may purchase shares directly by federal funds wire to the Transfer Agent, after completing the Purchase Application, submitting the Purchase Application to the Adviser for approval, and forwarding a copy to the Transfer Agent. No Purchase Application is required for subsequent investments.
Complete applications should be directed to:
Old Westbury Funds, Inc.
P.O. Box 9767
Providence, RI 02940-9767
Please contact the Transfer Agent at (800) 607-2200 for complete instructions.
Shares of each Fund may be redeemed by mail or by wire through a Selling Agent or through the Transfer Agent. Redemptions will only be made on days when a Fund computes its NAV. When your redemption request is received in proper form, shares of the Fund will be redeemed at its next determined NAV. Redemption requests must be received by 4:00 p.m. (Eastern time) in order for shares to be redeemed at that day’s NAV. Redemption proceeds will normally be mailed or sent electronically the following business day, but in no event more than seven days, after the request is made. Generally, redemption requests are paid in cash, unless the redemption request is for more than the lesser of $250,000 or 1% of the net assets of a Fund by a single shareholder over any ninety-day period. If a request for a redemption is over these limits, it may be to the detriment of existing shareholders to pay such redemption in cash. Therefore, a redemption request may be paid in securities of equal value.
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By Telephone
Through your Selling Agent
Contact your Selling Agent for complete instructions. Your Selling Agent may accept your redemption request if you have previously elected this service. See “Additional Conditions” for information regarding telephone transactions.
Through the Transfer Agent
For shareholders whose accounts are maintained by the Transfer Agent, if you have authorized the telephone redemption privilege in your Purchase Application, you may redeem shares by calling the Transfer Agent at (800) 607-2200.
By Mail
Through your Selling Agent
Send a letter to your Selling Agent, indicating your name, the Fund name, your account number and the number of shares or dollar amount you want to redeem. Your request must be signed in exactly the same way the account is registered (if there is more than one owner of the shares, all must sign).
Shareholders may also redeem Fund shares through participating organizations holding such shares who have made arrangements with the Funds permitting them to redeem such shares by telephone or facsimile transmission and who may charge a fee for this service.
Through the Transfer Agent
For shareholders whose accounts are maintained by the Transfer Agent, redemptions may be made by sending a written redemption request indicating your name, the Fund name, your account number and the number of shares or the dollar amount you want to redeem to:
Old Westbury Funds, Inc.
P.O. Box 9767
Providence, RI 02940-9767
For additional assistance, call (800) 607-2200.
Additional Conditions
Transactions Through Selling Agents
Selling Agents are authorized to accept purchase orders on behalf of a Fund at the Fund’s NAV next determined after your order is received by a Selling Agent in proper order before 4:00 p.m., Eastern time, or such earlier time as may be required by the Selling Agent. Selling Agents may be authorized to designate other intermediaries to act in this capacity. Selling Agents may charge you a transaction fee on purchases of Fund shares and may impose other charges or restrictions or account options that differ from those applicable to shareholders who purchase shares directly through the Funds. Selling Agents may be the shareholders of record of your shares. Selling Agents are responsible for transmitting requests and delivering funds on a timely basis. Neither the Funds nor the Distributor is responsible for ensuring that the Selling Agents carry out their obligations to their customers.
Signature Guarantees
You must have a signature guarantee on the following written redemption requests:
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• | when you want a redemption to be sent to you at an address other than the one you have on record with the Fund; | |
• | when your account address has changed within the last ten business days; | |
• | when the redemption proceeds are being transferred to another Fund account with a different registration; or | |
• | when the redemption proceeds are being wired to bank instructions currently not on your account. |
A signature guarantee is designed to protect your account from fraud. We accept signature guarantees only from members of STAMP (Securities Transfer Agents Medallion Program), MSP (New York Stock Exchange Medallion Signature Program) or SEMP (Stock Exchanges Medallion Program). Members are subject to dollar limitations which must be considered when requesting their guarantee. The Transfer Agent may reject any signature guarantee if it believes the transaction would otherwise be improper.
Limitations on Redemption Proceeds
Redemption proceeds normally are mailed within one business day after receiving a request in proper form. However, payment may be delayed up to seven days:
• | to allow your purchase payment to clear; | |
• | during periods of market volatility; | |
• | when a shareholder’s trade activity or amount adversely impacts a Fund’s ability to manage its assets; or | |
• | during periods when the NYSE is closed other than on customary weekend and holiday closings, when trading is restricted, if an emergency exists as determined by the SEC, or by other order of the SEC. |
You will not accrue interest or dividends on uncashed checks from the Fund if those checks are undeliverable and returned to the Fund. The proceeds of your redemption of shares that were purchased by check may be held up to ten business days until the Transfer Agent is satisfied that the check has cleared. You can avoid this delay by purchasing shares by wire. Redemptions made after an account has been opened, but before a customer’s identity has been verified, which may take up to five business days, must be made in writing, even if the redemption involves shares purchased by wire.
Telephone Transactions
The Funds make every effort to ensure that telephone redemptions and exchanges are only made by authorized shareholders. All telephone calls are recorded for your protection, and you will be asked for information to verify your identity. Given these precautions, unless you have specifically indicated on your application that you do not want the telephone redemption feature, you may be responsible for any fraudulent telephone orders. If appropriate precautions have not been taken, the Transfer Agent may be liable for losses due to unauthorized transactions. Telephone transaction privileges, including purchases, redemptions and exchanges placed by telephonic instructions or facsimile instructions, may be revoked at any time at the discretion of the Funds without advance notice to shareholders. In such cases, and at times of peak activity when it may be difficult to place requests by phone, transaction requests may be made by regular mail.
You may exchange shares of a Fund for shares of any of the other Funds offered in this Prospectus free of charge, provided you meet the $1,000 minimum initial investment requirement. In certain circumstances, these minimums may be waived or lowered at the Funds’ and/or the Adviser’s discretion. An exchange is treated as a redemption and subsequent purchase, and is therefore a taxable transaction. As stated above, the Funds and the
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Adviser reserve the right to reject any purchase order for any reason. Also see “Market Timing Policies” below. Signatures must be guaranteed if you request and exchange into another Fund with a different shareholder registration. The Funds will provide shareholders with 60 days’ written notice prior to any modification of this exchange privilege. See “Additional Conditions—Telephone Transactions” for information regarding exchanging shares by telephone.
Exchanges may be made by sending a written request to Old Westbury Funds, Inc., P.O. Box 9767 Providence, RI 02940-9767 or by calling (800) 607-2200. Please provide the following information:
• | your name and telephone number; | |
• | the exact name on your account and account number; | |
• | taxpayer identification number (usually your Social Security number); | |
• | dollar value or number of shares to be exchanged; | |
• | the name of the Fund from which the exchange is to be made; and | |
• | the name of the Fund into which the exchange is being made. |
The Funds are not designed for market timing strategies. If you intend to engage in market timing, do not invest in shares of the Funds. The Funds’ Board has adopted policies and procedures with respect to frequent purchases and/or exchanges of Fund shares that are intended to detect and deter market timing. Frequent purchases, and subsequent redemptions, or exchanges shortly thereafter may interfere with the most effective and efficient investment of assets of a Fund in accordance with its objectives and policies. Such trading practices may also cause dilution in value of a Fund’s shares held by long-term shareholders and may increase brokerage and administrative costs.
The Funds reserve the right to reject any purchase and/or exchange orders if, in the Adviser’s discretion, a shareholder (including all accounts under common ownership) engages in a trading practice which the Adviser believes may cause harm to the Fund or its shareholders. Moreover, the Funds reserve the right to reject any purchase request at any time, for any reason and may revoke telephone transaction privileges at any time. To minimize harm to the Funds and their shareholders, the Funds reserve the right to permanently refuse purchase and/or exchange requests.
The Funds do not knowingly accommodate excessive trading of shares and do not tolerate excessive trading when detected. In addition, the Funds have not created any arrangements, such as an automated exchange or redemption program that would permit frequent trading. The Board receives periodic net asset inflow and outflow information reflecting purchase, exchange and redemption activities. The Board may determine to impose additional restrictions as they deem necessary, if any such transaction activities detrimental to long-term shareholders are discovered.
There can be no assurances that the Funds will be able to detect, anticipate or stop any such orders, exchanges or requests because of various factors. For example, the Funds may not be able to identify trading by a particular beneficial owner through omnibus accounts held by financial intermediaries since trading activity in the omnibus account is generally aggregated. Neither the Funds nor their agents shall be held liable for any loss resulting from rejected purchase orders or exchanges.
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Confirmations and Account Statements
You will receive confirmation of purchases, redemptions and exchanges. In addition, you will receive periodic statements reporting all account activity, including distributions of any net investment income and realized net capital gains.
Fund Distributions
Distributions (if any) are paid to shareholders invested in the Funds on the record date. Distributions of any net investment income (dividends and interest less net expenses) are paid quarterly for the Fixed Income and Municipal Bond Funds and at least annually for the All Cap Core, Large Cap Strategies, All Cap ESG, Small & Mid Cap Strategies, Multi-Asset Opportunities, California Municipal Bond and New York Municipal Bond Funds. Realized net capital gains, if any, are declared and distributed at least annually. Your distributions will be automatically reinvested in additional shares unless you elect cash payments.
If you purchase shares just before a Fund declares a taxable distribution, you will pay the full price for the shares and then receive a portion of the price back in the form of a distribution, which is generally subject to tax whether or not you reinvest the distribution in additional shares. Similarly, if you purchase shares of a Fund when it holds appreciated securities, you will receive a taxable return of part of your investment if and when the Fund sells the securities and realizes and distributes the gain. The Funds have built up, or have the potential to build up, high levels of unrealized appreciation. Therefore, you should consider the tax implications of purchasing shares shortly before the Fund declares a distribution. Contact your investment professional or the Fund for information concerning when distributions will be paid.
Householding
In order to reduce shareholder expenses, we may mail only one copy of a Fund’s prospectus and each annual and semi-annual report to those addresses shared by two or more accounts. If you wish to receive individual copies of these documents, please call (800) 607-2200, or if your shares are held through a financial institution, please contact the financial institution directly. We will begin sending your individual copies with the next scheduled mailing.
Important Note Regarding “Lost Shareholders”
If you have elected to have your account dividends and/or distributions paid in cash, the Fund reserves the right to change the dividend and distribution payment option on your account to “reinvest” if mail sent to the address on your account is returned by the post office as “undeliverable.” In such event, the Fund would then purchase additional Fund shares with any dividend or distribution payments. In order to change the option back to “cash” you would need to send the Transfer Agent written instructions as described above.
Taxes
The following discussion regarding federal income taxes is based upon laws that were in effect as of the date of this Prospectus and summarizes only some of the important federal income tax considerations affecting the Funds and you as a shareholder. It does not apply to foreign or tax-exempt shareholders or those holding Fund shares through a tax-advantaged account such as a 401(k) plan or Individual Retirement Account. This discussion is not intended as a substitute for careful tax planning. You should consult your tax advisor about your specific tax situation, including state, local and foreign tax consequences of investing in a Fund. Please see the SAI for additional income tax information, including federal, state and local income tax information.
A Fund will distribute to its shareholders substantially all of the Fund’s net investment income and realized net capital gains, if any. Distributions from a Fund’s ordinary income and net short-term capital gain, if any,
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generally will be taxable to you as ordinary income. Distributions from a Fund’s net long-term capital gain, if any, generally will be taxable to you as long-term capital gain.
Distributions of the Municipal Bond, California Municipal Bond and New York Municipal Bond Funds’ net investment income from tax-exempt securities, if any, generally will not be subject to federal income tax, although a portion of such distributions may be subject to the federal alternative minimum tax. Other distributions from the Municipal Bond, California Municipal Bond and New York Municipal Bond Funds generally will be taxed as described in the paragraph above. Income exempt from federal tax may be subject to state and local income tax.
Corporate shareholders of certain Funds may be able to deduct a portion of their distributions when determining their taxable income. Given the investment strategies of the Fixed Income, the Municipal Bond, the California Municipal Bond and New York Municipal Bond Funds, it is not anticipated that a significant portion of the dividends paid by the Funds would be deductible when received by corporate shareholders.
Currently, an individual’s net long-term capital gain is generally subject to a maximum federal tax rate of 20%. Distributions of net capital gain that are derived from the sale or disposition of collectibles are currently taxable at a 28% rate. Also, if you are an individual Fund shareholder, the portion of your distributions attributable to dividends received by certain Funds from their investments in certain U.S. and foreign corporations is currently subject to a maximum federal tax rate of 20% (“QDI”), as long as certain holding period requirements are met by you for your Fund shares and by the Funds for their investments in the stock producing such dividends. Given the investment strategies of the Fixed Income, the Municipal Bond, the California Municipal Bond and New York Municipal Bond Funds, it is not anticipated that a significant portion of the dividends paid by these Funds would be eligible for QDI treatment.
A 3.8% Medicare contribution tax is imposed on the net investment income of certain high-income individuals, trusts and estates. For this purpose, net investment income generally includes, among other things, distributions paid by a Fund, including capital gain dividends (but excluding exempt interest dividends), and any net gain from the sale of Fund shares.
Taxable distributions from a Fund generally will be taxable to you when paid, whether you take distributions in cash or automatically reinvest them in additional Fund shares. Following the end of each year, we will report to you the federal income tax status of your distributions for the year.
If more than 50% of a Fund’s total assets at the close of its taxable year consists of securities of non-U.S. companies, the Fund will be eligible to file an annual election with the IRS that would require you to include a pro rata portion of the Fund’s foreign taxes in your gross income and treat such amount as foreign taxes paid by you. In general, you can either deduct such amount in computing your taxable income or claim such amount as a foreign tax credit against your federal income tax liability, subject to certain limitations. We expect the Large Cap Strategies Fund and Small & Mid Cap Strategies Fund may, in certain taxable years, be eligible for this election, but we cannot assure you that they will make the election for any particular taxable year. It is not expected that any other Fund in this Prospectus will be eligible for this election.
As a regulated investment company for federal income tax purposes, each Fund must derive at least 90% of its gross income from certain qualifying sources. Rules governing the federal income tax aspects of derivatives are in a developing stage and are not entirely clear in certain respects, particularly in light of a pair of 2006 IRS revenue rulings that held that income from certain derivative contracts with respect to a commodity index or individual commodities was not qualifying income for a regulated investment company. The Multi-Asset Opportunities Fund and other Funds intend to limit their investments in commodity-linked derivatives in a manner designed to maintain their qualification as regulated investment companies under the Code. However, the IRS may not agree with determinations made by a Fund. If it does not, the status of the Fund as a regulated investment company might be jeopardized. Future developments in this area could necessitate a future change to the Multi-Asset Opportunities Fund’s principal investment strategies. Historically, the IRS has issued private letter rulings in which the IRS specifically concluded that income and gains from investments in a wholly-owned foreign subsidiary that invests in commodity-linked instruments are “qualifying income” for purposes of compliance with Subchapter M of the Code. The Multi-Asset Opportunities Fund has not received such a private letter ruling, and is not able to rely on private
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letter rulings issued to other taxpayers. Based on the principles underlying the private letter ruling issued to other taxpayers, the Multi-Asset Opportunities Fund will gain exposure to commodities and commodity-linked instruments by investing in the Subsidiary. The status of the Multi-Asset Opportunities Fund as a regulated investment company might be jeopardized if the IRS subsequently concluded that income from the Multi-Asset Opportunities Fund’s investment in the Subsidiary does not constitute qualifying income to the Multi-Asset Opportunities Fund. The IRS has issued regulations that generally treat a Fund’s income inclusion with respect to the Subsidiary as qualifying income if there is a distribution in the same taxable year out of the earnings and profits of the Subsidiary that is attributable to such income inclusion, or if the Fund’s income inclusion with respect to the Subsidiary is derived in connection with the Fund’s business of investing in stocks, securities, or currencies. The IRS also recently issued a revenue procedure, which states that the IRS will not in the future issue private letter rulings that would require a determination of whether an asset (such as a commodity index-linked note) is a “security” under the 1940 Act. No assurances can be provided that the IRS would not be able to successfully assert that the Multi-Asset Opportunities Fund’s income from its investment in the Subsidiary is not “qualifying income.” Additionally, the tax treatment of the Multi-Asset Opportunities Fund’s investments in the Subsidiary may be adversely affected by future legislation, court decisions, Treasury Regulations and/or guidance issued by the IRS that could affect whether income derived from such investments is “qualifying income” under Subchapter M of the Code, or otherwise affect the character, timing and/or amount of the Multi-Asset Opportunities Fund’s taxable income or any gains and distributions made by the Multi-Asset Opportunities Fund.
Your redemptions (including redemptions-in-kind) and exchanges of Fund shares generally will result in a taxable capital gain or loss, depending on the amount you receive for your shares (or are deemed to receive in the case of exchanges) and the amount you paid (or are deemed to have paid) for them. Such capital gain or loss generally will be long-term capital gain or loss if you have held your redeemed or exchanged Fund shares for more than one year at the time of redemption or exchange. In certain circumstances, losses realized on the redemption or exchange of Fund shares may be disallowed.
In certain circumstances, Fund shareholders may be subject to backup withholding taxes.
Cost Basis Reporting
The Funds are required to report to the IRS and furnish to you annually on Form 1099-B the cost basis information for a Fund’s shares purchased or acquired on or after January 1, 2012, and sold on or after that date. In addition to the requirement that the Funds report the gross proceeds from the sale of a Fund’s shares, the Funds also are required to report the cost basis information for such shares and indicate whether these shares had a short-term or long-term holding period. For each sale of a Fund’s shares, a Fund will permit you to elect from among several IRS-accepted cost basis methods, including average cost basis. In the absence of an election, cost basis will be calculated using the Funds’ default method of average cost. The cost basis method elected by you (or the cost basis method applied by default) for each sale of a Fund’s shares may not be changed after the settlement date of each such sale of a Fund’s shares. At any time, you may designate a new election for future cost basis calculations.
You should carefully review the cost basis information provided by a Fund and make any adjustments that are required when reporting these amounts on federal income tax returns. If your account is held by an investment representative (financial advisor, broker or other nominee), you should consider contacting that representative with respect to reporting of cost basis and available elections for your account. You are encouraged to refer to the appropriate IRS regulations or consult your tax advisor to obtain more information about cost basis reporting and, in particular, to determine the best IRS-accepted cost basis method for your personal tax situation.
For shares of a Fund purchased or acquired on or before December 31, 2011, and sold on or after that date, the Funds are required to report only the gross proceeds from the sale of the Fund’s shares.
Foreign Shareholders
Shareholders other than U.S. persons may be subject to a different U.S. federal income tax treatment, including withholding tax at the rate of 30% on amounts treated as ordinary dividends from the Fund, as discussed in more detail in the SAI.
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DISTRIBUTION AND SHAREHOLDER SERVICING OF FUND SHARES
Foreside Funds Distributors LLC (the “Distributor”) serves as principal underwriter to the Funds pursuant to an Underwriting Agreement for the limited purpose of acting as statutory underwriter to facilitate the distribution of shares of the Funds. The Funds have adopted a shareholder servicing plan. Under this plan, the Funds have entered into a shareholder servicing agreement with Bessemer, pursuant to which Bessemer serves as a shareholder servicing agent and provides certain shareholder support services (“Shareholder Support Services”) to each Fund. Such Shareholder Support Services include, but are not limited to, providing necessary personnel and facilities to establish and maintain shareholder accounts and records, assisting in processing purchase and redemption requests, and transmitting various communications to shareholders. For these services, each Fund pays an annual fee of 0.20% of its average daily net assets. Bessemer may engage shareholder sub-servicing agents, such as broker/dealers, banks, trust companies, investment advisers, and other financial institutions and intermediaries to provide certain shareholder support services and is solely responsible for paying each such shareholder sub-servicing agent from the fee it receives from each of the Funds. Because the shareholder servicing fees paid to Bessemer are paid out of the Funds’ assets on an on-going basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges. Bessemer may make payments from time to time from its own resources for certain enumerated purposes.
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Below are descriptions of the various indices for the Funds as of January 31, 2020. You cannot invest directly in an index.
BofAML 1-12 Year AAA-AA Municipal Securities Index: BofAML 1-12 Year AAA-AA Municipal Securities Index is a subset of the BofAML US Municipal Securities Index including all securities with a remaining term to final maturity greater than or equal to 1 years and less than 12 years and rated AAA through AA3, inclusive.
MSCI ACWI SMID Cap Index (Net): The MSCI ACWI SMID Cap Index (Net) captures mid and small cap representation across 23 Developed Markets and 26 Emerging Markets countries. With approximately 7,499 constituents, the index covers approximately 28% of the free float-adjusted market capitalization in each country.
MSCI ACWI Large Cap Index (Net): The MSCI ACWI Large Cap Index (Net) captures large cap representation across 23 Developed Markets and 26 Emerging Markets countries. With 1,515 constituents, the index covers about 70% of the free float-adjusted market capitalization in each country.
Lipper Short-Intermediate Municipal Debt Funds Index: The Lipper Short-Intermediate Municipal Debt Funds Index is an index based on the total returns of certain mutual funds within the Fund’s designated category as determined by Lipper. The Lipper index does not include the expenses of the mutual funds included in the index.
BofAML 1-10 Year AAA-A US Corporate & Government Index: BofAML 1-10 Year AAA-A US Corporate & Government Index is comprised of all securities in the BofAML US Corporate & Government Index with a remaining term to final maturity less than 10 years and rated AAA through A3, inclusive. The BofAML US Corporate & Government Index tracks the performance of US dollar denominated investment grade debt (based on an average rating of Moody’s, S&P and Fitch) publicly issued in the US domestic market (including US Treasury, US agency, foreign government, supranational and corporate securities) with at least one year remaining term to final maturity, a fixed coupon schedule and a minimum amount outstanding of $1 billion for US Treasuries and $250 million for all other securities.
MSCI ACWI Investable Market Index (IMI) (Net): The MSCI ACWI Investable Market Index (IMI) (Net) captures large, mid and small cap representation across 23 Developed Markets and 26 Emerging Markets countries. With 9,014 constituents, the index is comprehensive, covering approximately 99% of the global equity investment opportunity set.
MSCI ACWI ex USA Index (Net). The MSCI ACWI ex USA Index (Net) captures large and mid cap representation across 22 of 23 Developed Markets countries (excluding the US) and 26 Emerging Markets countries. With 2,409 constituents, the index covers approximately 85% of the global equity opportunity set outside the United States.
MSCI ACWI Index (Net): The MSCI ACWI Index (Net) captures large and mid cap representation across 23 Developed Markets and 26 Emerging Markets countries. With 3,046 constituents, the index covers approximately 85% of the global investable equity opportunity set.
MSCI USA Index (Gross): The MSCI USA Index (Gross) is designed to measure the performance of the large and mid cap segments of the US market. With 637 constituents, the index covers approximately 85% of the free float-adjusted market capitalization in the US.
BofAML 3-7 Year AAA-AA Municipal Securities Index: BofAML 3-7 Year AAA-AA Municipal Securities Index is a subset of BofAML US Municipal Securities Index including all securities with a remaining term to final maturity greater than or equal to 3 years and less than 7 years and rated AAA trough AA3, inclusive.
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Financial Highlights
The following financial highlights are intended to help you understand each Fund’s financial performance for its past five fiscal years, or since inception, if the life of a Fund is shorter. Some of the information is presented on a per share basis. Total returns represent the rate an investor would have earned (or lost) on an investment in a Fund, assuming reinvestment of all distributions.
Information for the past five fiscal years ended October 31, 2019 has been audited by Ernst & Young LLP, whose report, along with the Funds’ audited financial statements, is included in the Annual Report which is available upon request free of charge.
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OLD WESTBURY FUNDS, INC.
(For a share outstanding throughout each period)
Year Ended October 31, | ||||||||||||||||||||
2019 | 2018 | 2017 | 2016 | 2015 | ||||||||||||||||
Net asset value, beginning of year | $ | 17.08 | $ | 16.50 | $ | 13.69 | $ | 13.92 | $ | 15.00 | ||||||||||
Investment Operations: | ||||||||||||||||||||
Net investment income | 0.09 | a | 0.07 | a | 0.10 | a | 0.14 | a | 0.15 | a | ||||||||||
Net realized and unrealized gains/(losses) | 2.44 | 0.84 | 2.86 | (0.05 | ) | (0.41 | ) | |||||||||||||
Total from investment operations | 2.53 | 0.91 | 2.96 | 0.09 | (0.26 | ) | ||||||||||||||
Distributions: | ||||||||||||||||||||
Net investment income | (0.08 | ) | (0.09 | ) | (0.15 | ) | (0.16 | ) | (0.19 | ) | ||||||||||
Net realized gains | (0.69 | ) | (0.24 | ) | — | (0.16 | ) | (0.63 | ) | |||||||||||
Total distributions | (0.77 | ) | (0.33 | ) | (0.15 | ) | (0.32 | ) | (0.82 | ) | ||||||||||
Net asset value, end of year | $ | 18.84 | $ | 17.08 | $ | 16.50 | $ | 13.69 | $ | 13.92 | ||||||||||
Total return | 15.7 | % | 5.6 | % | 21.8 | % | 0.7 | % | (1.7 | )% | ||||||||||
Annualized Ratios/Supplemental Data: | ||||||||||||||||||||
Net assets at end of year (000’s) | $ | 1,766,287 | $ | 1,839,663 | $ | 1,772,368 | $ | 1,246,197 | $ | 1,145,892 | ||||||||||
Ratio of expenses to average net assets before expense waivers | 0.98 | %b | 0.98 | %b | 0.99 | %b | 1.00 | %b | 1.01 | % | ||||||||||
Ratio of expenses to average net assets after expense waivers | 0.98 | % | 0.98 | % | 0.99 | % | 1.00 | % | 1.00 | % | ||||||||||
Ratio of net investment income to average net assets | 0.51 | % | 0.42 | % | 0.67 | % | 1.07 | % | 1.02 | % | ||||||||||
Portfolio turnover rate | 31 | % | 38 | % | 57 | % | 34 | % | 43 | % |
a | Calculated based on the average shares method for the period. |
b | There were no voluntary fee reductions during the period. |
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OLD WESTBURY FUNDS, INC.
(For a share outstanding throughout each period)
Year Ended October 31, | |||||||||||||||||||||
2019 | 2018 | 2017 | 2016 | 2015 | |||||||||||||||||
Net asset value, beginning of year | $ | 13.87 | $ | 14.85 | $ | 12.95 | $ | 13.01 | $ | 13.20 | |||||||||||
Investment Operations: | |||||||||||||||||||||
Net investment income | 0.13 | a | 0.13 | a | 0.11 | a | 0.08 | a | 0.12 | a | |||||||||||
Net realized and unrealized gains/(losses) | 1.58 | (0.26 | ) | 2.02 | 0.16 | 0.13 | |||||||||||||||
Total from investment operations | 1.71 | (0.13 | ) | 2.13 | 0.24 | 0.25 | |||||||||||||||
Distributions: | |||||||||||||||||||||
Net investment income | (0.14 | ) | (0.10 | ) | (0.10 | ) | (0.10 | ) | (0.10 | ) | |||||||||||
Net realized gains | (0.45 | ) | (0.75 | ) | (0.13 | ) | (0.20 | ) | (0.34 | ) | |||||||||||
Total distributions | (0.59 | ) | (0.85 | ) | (0.23 | ) | (0.30 | ) | (0.44 | ) | |||||||||||
Net asset value, end of year | $ | 14.99 | $ | 13.87 | $ | 14.85 | $ | 12.95 | $ | 13.01 | |||||||||||
Total return | 12.9 | % | (1.1 | )% | 16.7 | % | 1.9 | % | 2.0 | % | |||||||||||
Annualized Ratios/Supplemental Data: | |||||||||||||||||||||
Net assets at end of year (000’s) | $ | 17,001,879 | $ | 16,499,149 | $ | 117,243,479 | $ | 14,595,891 | $ | 14,141,401 | |||||||||||
Ratio of expenses to average net assets before expense waivers | 1.10 | %b,c | 1.11 | %b,c | 1.11 | %b,c | 1.11 | %b,c | 1.11 | %b,c | |||||||||||
Ratio of expenses to average net assets after expense waivers | 1.10 | % | 1.11 | % | 1.11 | % | 1.11 | % | 1.11 | % | |||||||||||
Ratio of net investment income to average net assets | 0.93 | % | 0.86 | % | 0.77 | % | 0.67 | % | 0.88 | % | |||||||||||
Portfolio turnover rate | 73 | % | 38 | % | 61 | % | 50 | % | 61 | % |
a | Calculated based on the average shares method for the period. |
b | There were no voluntary fee reductions during the period. |
c | When counterparties post cash collateral with respect to various derivative transactions, the Fund may invest the collateral and receive interest income on the investment and pays interest expense on the collateral to the counterparty. The interest income is included in investment income on the Statements of Operations, and the interest expense is included in the Fund’s overall expenses on the Statements of Operations and expense ratio. |
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OLD WESTBURY FUNDS, INC.
(For a share outstanding throughout each period)
Year Ended
October 31, 2019 |
PERIOD FROM
March 1, 2018a TO October 31, 2018 |
||||||
Net asset value, beginning of period | $ | 9.63 | $ | 10.00 | |||
Investment Operations: | |||||||
Net investment income | 0.23 | b | 0.15 | b | |||
Net realized and unrealized gains/(losses) | 0.67 | (0.52 | ) | ||||
Total from investment operations | 0.90 | (0.37 | ) | ||||
Distributions: | |||||||
Net investment income | (0.14 | ) | — | ||||
Total distributions | (0.14 | ) | — | ||||
Net asset value, end of period | $ | 10.39 | $ | 9.63 | |||
Total return | 9.5 | % | (3.7 | )%c | |||
Annualized Ratios/Supplemental Data: | |||||||
Net assets at end of period (000’s) | $ | 38,575 | $ | 30,003 | |||
Ratio of expenses to average net assets before expense waivers | 1.50 | % | 1.64 | %d | |||
Ratio of expenses to average net assets after expense waivers | 1.00 | % | 1.00 | %d | |||
Ratio of net investment income to average net assets | 2.31 | % | 2.30 | %d | |||
Portfolio turnover rate | 57 | % | 33 | %c |
a | Commencement of operations. |
b | Calculated based on the average shares method for the period. |
c | Not Annualized. |
d | Annualized. |
82 |
OLD WESTBURY FUNDS, INC.
FINANCIAL HIGHLIGHTS–SMALL & MID CAP STRATEGIES FUND
(For a share outstanding throughout each period)
Year Ended October 31, | ||||||||||||||||||||
2019 | 2018 | 2017 | 2016 | 2015 | ||||||||||||||||
Net asset value, beginning of year | $ | 15.85 | $ | 17.49 | $ | 15.81 | $ | 15.86 | $ | 17.09 | ||||||||||
Investment Operations: | ||||||||||||||||||||
Net investment income | 0.09 | a | 0.08 | a | 0.10 | a | 0.09 | a | 0.09 | a | ||||||||||
Net realized and unrealized gains/(losses) | 1.10 | (0.47 | ) | 2.54 | 0.66 | 0.40 | ||||||||||||||
Total from investment operations | 1.19 | (0.39 | ) | 2.64 | 0.75 | 0.49 | ||||||||||||||
Distributions: | ||||||||||||||||||||
Net investment income | (0.09 | ) | (0.11 | ) | (0.09 | ) | (0.12 | ) | (0.13 | ) | ||||||||||
Net realized gains | (1.56 | ) | (1.14 | ) | (0.87 | ) | (0.68 | ) | (1.59 | ) | ||||||||||
Total distributions | (1.65 | ) | (1.25 | ) | (0.96 | ) | (0.80 | ) | (1.72 | ) | ||||||||||
Net asset value, end of year | $ | 15.39 | $ | 15.85 | $ | 17.49 | $ | 15.81 | $ | 15.86 | ||||||||||
Total return | 9.4 | % | (2.6 | )% | 17.6 | % | 5.1 | % | 2.9 | % | ||||||||||
Annualized Ratios/Supplemental Data: | ||||||||||||||||||||
Net assets at end of year (000’s) | $ | 6,278,441 | $ | 6,222,492 | $ | 6,562,381 | $ | 5,471,624 | $ | 5,449,609 | ||||||||||
Ratio of expenses to average net assets before expense waivers | 1.15 | %b | 1.15 | %b | 1.15 | %b | 1.16 | %b | 1.16 | %b | ||||||||||
Ratio of expenses to average net assets after expense waivers | 1.11 | % | 1.11 | % | 1.11 | % | 1.11 | % | 1.11 | % | ||||||||||
Ratio of net investment income to average net assets | 0.58 | % | 0.48 | % | 0.59 | % | 0.61 | % | 0.56 | % | ||||||||||
Portfolio turnover rate | 52 | % | 62 | % | 45 | % | 48 | % | 50 | % |
a | Calculated based on the average shares method for the period. |
b | When counterparties post cash collateral with respect to various derivative transactions, the Fund may invest the collateral and receive interest income on the investment and pays interest expense on the collateral to the counterparty. The interest income is included in investment income on the Statements of Operations, and the interest expense is included in the Fund’s overall expenses on the Statements of Operations and expense ratio. |
83 |
OLD WESTBURY FUNDS, INC.
FINANCIAL HIGHLIGHTS–MULTI-ASSET OPPORTUNITIES FUND
(For a share outstanding throughout each period)
Year Ended October 31, | ||||||||||||||||||||
2019a | 2018a | 2017a | 2016a | 2015a | ||||||||||||||||
Net asset value, beginning of year | $ | 7.60 | $ | 8.30 | $ | 7.41 | $ | 7.65 | $ | 8.20 | ||||||||||
Investment Operations: | ||||||||||||||||||||
Net investment income | 0.19 | b | 0.26 | b | 0.19 | b | 0.12 | b | 0.09 | b | ||||||||||
Net realized and unrealized gains/(losses) | 0.25 | (0.36 | ) | 0.84 | (0.10 | ) | (0.02 | ) | ||||||||||||
Total from investment operations | 0.44 | (0.10 | ) | 1.03 | 0.02 | 0.07 | ||||||||||||||
Distributions: | ||||||||||||||||||||
Net investment income | (0.26 | ) | (0.33 | ) | (0.14 | ) | (0.12 | ) | (0.17 | ) | ||||||||||
Net realized gains | (0.19 | ) | (0.27 | ) | — | (0.14 | ) | (0.45 | ) | |||||||||||
Total distributions | (0.45 | ) | (0.60 | ) | (0.14 | ) | (0.26 | ) | (0.62 | ) | ||||||||||
Net asset value, end of year | $ | 7.59 | $ | 7.60 | $ | 8.30 | $ | 7.41 | $ | 7.65 | ||||||||||
Total return | 6.6 | % | (1.3 | )% | 14.1 | % | 0.2 | % | 0.9 | % | ||||||||||
Annualized Ratios/Supplemental Data: | ||||||||||||||||||||
Net assets at end of year (000’s) | $ | 5,307,084 | $ | 5,273,674 | $ | 5,549,548 | $ | 5,934,053 | $ | 7,095,756 | ||||||||||
Ratio of expenses to average net assets before expense waivers | 1.32 | %c | 1.32 | %c | 1.32 | %c | 1.32 | %c | 1.32 | %c | ||||||||||
Ratio of expenses to average net assets after expense waivers | 1.20 | % | 1.20 | % | 1.20 | % | 1.20 | % | 1.20 | % | ||||||||||
Ratio of net investment income to average net assets | 2.54 | % | 3.31 | % | 2.45 | % | 1.67 | % | 1.16 | % | ||||||||||
Portfolio turnover rate | 132 | % | 92 | % | 111 | % | 114 | % | 70 | % |
a | Consolidated Financial Highlights. |
b | Calculated based on the average shares method for the period. |
c | When counterparties post cash collateral with respect to various derivative transactions, the Fund may invest the collateral and receive interest income on the investment and pays interest expense on the collateral to the counterparty. The interest income is included in investment income on the Statements of Operations, and the interest expense is included in the Fund’s overall expenses on the Statements of Operations and expense ratio. |
84 |
OLD WESTBURY FUNDS, INC.
(For a share outstanding throughout each period)
Year Ended October 31, | ||||||||||||||||||||
2019 | 2018 | 2017 | 2016 | 2015 | ||||||||||||||||
Net asset value, beginning of year | $ | 10.75 | $ | 11.11 | $ | 11.28 | $ | 11.19 | $ | 11.22 | ||||||||||
Investment Operations: | ||||||||||||||||||||
Net investment income | 0.21 | a | 0.19 | a | 0.14 | a | 0.12 | a | 0.12 | a | ||||||||||
Net realized and unrealized gains/(losses) | 0.69 | (0.35 | ) | (0.15) | 0.11 | — | b | |||||||||||||
Total from investment operations | 0.90 | (0.16 | ) | (0.01) | 0.23 | 0.12 | ||||||||||||||
Distributions: | ||||||||||||||||||||
Net investment income | (0.22 | ) | (0.20 | ) | (0.16 | ) | (0.14 | ) | (0.15 | ) | ||||||||||
Total distributions | (0.22 | ) | (0.20 | ) | (0.16 | ) | (0.14 | ) | (0.15 | ) | ||||||||||
Net asset value, end of year | $ | 11.43 | $ | 10.75 | $ | 11.11 | $ | 11.28 | 11.19 | |||||||||||
Total return | 8.4 | % | (1.5 | )% | (0.1 | )% | 2.1 | % | 1.1 | % | ||||||||||
Annualized Ratios/Supplemental Data: | ||||||||||||||||||||
Net assets at end of year (000’s) | $ | 1,492,818 | $ | 865,030 | $ | 825,545 | $ | 785,417 | $ | 583,204 | ||||||||||
Ratio of expenses to average net assets before expense waivers | 0.70 | % | 0.72 | % | 0.72 | % | 0.74 | % | 0.74 | % | ||||||||||
Ratio of expenses to average net assets after expense waivers | 0.57 | % | 0.62 | % | 0.62 | % | 0.64 | % | 0.64 | % | ||||||||||
Ratio of net investment income to average net assets | 1.93 | % | 1.70 | % | 1.28 | % | 1.07 | % | 1.03 | % | ||||||||||
Portfolio turnover rate | 34 | % | 49 | % | 70 | % | 68 | % | 67 | % |
a | Calculated based on the average shares method for the period. |
b | Amount is less than $0.005 per share. |
85 |
OLD WESTBURY FUNDS, INC.
(For a share outstanding throughout each period)
Year Ended October 31, | ||||||||||||||||||||
2019 | 2018 | 2017 | 2016 | 2015 | ||||||||||||||||
Net asset value, beginning of year | $ | 11.63 | $ | 11.95 | $ | 12.09 | $ | 12.00 | $ | 12.02 | ||||||||||
Investment Operations: | ||||||||||||||||||||
Net investment income | 0.18 | a | 0.17 | a | 0.14 | a | 0.14 | a | 0.15 | a | ||||||||||
Net realized and unrealized gains/(losses) | 0.62 | (0.33 | ) | (0.08 | ) | 0.10 | 0.03 | |||||||||||||
Total from investment operations | 0.80 | (0.16 | ) | 0.06 | 0.24 | 0.18 | ||||||||||||||
Distributions: | ||||||||||||||||||||
Net investment income | (0.17 | ) | (0.16 | ) | (0.14 | ) | (0.14 | ) | (0.15 | ) | ||||||||||
Net realized gains | — | — | (0.06 | ) | (0.01 | ) | (0.05 | ) | ||||||||||||
Total distributions | (0.17 | ) | (0.16 | ) | (0.20 | ) | (0.15 | ) | (0.20 | ) | ||||||||||
Net asset value, end of year | $ | 12.26 | $ | 11.63 | $ | 11.95 | $ | 12.09 | $ | 12.00 | ||||||||||
Total return | 6.9 | % | (1.4 | )% | 0.5 | % | 2.1 | % | 1.5 | % | ||||||||||
Annualized Ratios/Supplemental Data: | ||||||||||||||||||||
Net assets at end of year (000’s) | $ | 3,658,844 | $ | 2,297,532 | $ | 2,235,503 | $ | 2,055,136 | $ | 1,375,043 | ||||||||||
Ratio of expenses to average net assets before expense waivers | 0.66 | % | 0.67 | % | 0.67 | % | 0.69 | % | 0.70 | % | ||||||||||
Ratio of expenses to average net assets after expense waivers | 0.57 | % | 0.57 | % | 0.57 | % | 0.59 | % | 0.60 | % | ||||||||||
Ratio of net investment income to average net assets | 1.46 | % | 1.41 | % | 1.17 | % | 1.17 | % | 1.28 | % | ||||||||||
Portfolio turnover rate | 26 | % | 51 | % | 31 | % | 44 | % | 31 | % |
a | Calculated based on the average shares method for the period. |
86 |
OLD WESTBURY FUNDS, INC.
(For a share outstanding throughout each period)
PERIOD FROM
|
||||
Net asset value, beginning of period | $ | 10.00 | ||
Investment Operations: | ||||
Net investment income | 0.12 | b | ||
Net realized and unrealized gains/(losses) | 0.36 | |||
Total from investment operations | 0.48 | |||
Distributions: | ||||
Net investment income | (0.11 | ) | ||
Total distributions | (0.11 | ) | ||
Net asset value, end of period | $ | 10.37 | ||
Total return | 4.8 | %c | ||
Annualized Ratios/Supplemental Data: | ||||
Net assets at end of period (000’s) | $ | 339,560 | ||
Ratio of expenses to average net assets before expense waivers | 0.78 | %d | ||
Ratio of expenses to average net assets after expense waivers | 0.57 | %d | ||
Ratio of net investment income to average net assets | 1.32 | %d | ||
Portfolio turnover rate | 41 | %c |
a | Commencement of operations. |
b | Calculated based on the average shares method for the period. |
c | Not Annualized. |
d | Annualized. |
87 |
OLD WESTBURY FUNDS, INC.
(For a share outstanding throughout each period)
PERIOD FROM
December 4, 2018a TO October 31, 2019 |
||||
Net asset value, beginning of period | $ | 10.00 | ||
Investment Operations: | ||||
Net investment income | 0.13 | b | ||
Net realized and unrealized gains/(losses) | 0.40 | |||
Total from investment operations | 0.53 | |||
Distributions: | ||||
Net investment income | (0.11 | ) | ||
Total distributions | (0.11 | ) | ||
Net asset value, end of period | $ | 10.42 | ||
Total return | 5.4 | %c | ||
Annualized Ratios/Supplemental Data: | ||||
Net assets at end of period (000’s) | $ | 498,852 | ||
Ratio of expenses to average net assets before expense waivers | 0.77 | %d | ||
Ratio of expenses to average net assets after expense waivers | 0.57 | %d | ||
Ratio of net investment income to average net assets | 1.42 | %d | ||
Portfolio turnover rate | 29 | %c |
a | Commencement of operations. |
b | Calculated based on the average shares method for the period. |
c | Not Annualized. |
d | Annualized. |
88 |
OLD WESTBURY FUNDS, INC.
Shareholder Privacy
Below is a summary of the non-public personal information that we may collect and maintain during the course of our relationship, our policy regarding the use of that information, and the measures we take to safeguard that information. We do not sell non-public personal information to anyone and only share it with others as described below.
Information We Collect
In the course of our business relationship, we may obtain non-public personal information about you, including:
• | Information we receive from you in applications, forms, or other documents (such as your name, address, and social security number, driver’s license number, and state identification card number). |
• | Information about your investments or transactions with us. |
Disclosure Policy
We will not disclose your non-public personal information except as permitted or required by law. For example, we may disclose such non-public personal information to affiliated or unaffiliated service providers that provide assistance in servicing or maintaining your account or other business relationship such as, mailing shareholder reports or providing periodic account statements or to third parties in response to a subpoena or regulatory inquiry. We may also disclose your non-public personal information to governmental entities such as sending annual income statement to the U.S. Internal Revenue Service.
Information Security
We require our service providers with whom your non-public personal information is shared to adopt policies and procedures reasonably designed to restrict access to and use of your non-public personal information and to maintain physical, electronic, and procedural safeguards that comply with federal standards to guard your non-public personal information.
This information is being provided in accordance with the provisions of Section V of the Gramm-Leach-Bliley Act and the regulations of Securities and Exchange Commission issued thereunder.
89 |
A Statement of Additional Information (SAI) dated February 28, 2020 is incorporated by reference into this Prospectus. Additional information about each Fund’s investments is contained in the Funds’ SAI and Annual and Semi-Annual Reports to shareholders as they become available. The Annual Report discusses market conditions and investment strategies that significantly affected each Fund’s performance during its last fiscal year. To obtain the SAI, Annual Report, Semi-Annual Report and other information without charge, and make inquiries, call your investment professional or the Fund at (800) 607-2200. The Funds do not make their SAI or Annual and Semi-Annual Reports available through the internet because the Funds do not have a web site.
Information from the SEC: You can obtain copies of Fund documents from the SEC as follows:
On the EDGAR database via the Internet: http://www.sec.gov
By electronic request: publicinfo@sec.gov (The SEC charges a fee to copy any documents.)
Cusip 680414307
Cusip 680414109
Cusip 680414406
Cusip 680414505
Cusip 680414604
Cusip 680414802
Cusip 680414885
Cusip 680414877
Cusip 680414869
Investment Company Act file no. 811-07912
OWF_A21-2002PROS | Old Westbury Funds, Inc. | 02/20 |
OLD WESTBURY FUNDS, INC.
Statement of Additional Information
February 28, 2020
Old Westbury All Cap Core Fund (OWACX)
(“All Cap Core Fund”)
Old Westbury Large Cap Strategies Fund
(OWLSX) (“Large Cap Strategies Fund”)
Old Westbury All Cap ESG Fund (OWSIX)
(“All Cap ESG Fund”)
Old Westbury Small & Mid Cap Strategies Fund
(OWSMX) (“Small & Mid Cap Strategies Fund”)
Old Westbury Multi-Asset Opportunities Fund
(OWMAX) (“Multi-Asset Opportunities Fund”)
Old Westbury Fixed Income Fund (OWFIX)
(“Fixed Income Fund”)
Old Westbury Municipal Bond Fund (OWMBX)
(“Municipal Bond Fund”)
Old Westbury California Municipal Bond
Fund
(OWCAX)
(“California Municipal Bond Fund”)
Old Westbury New York Municipal Bond Fund (OWNYX)
(“New York Municipal Bond Fund”)
(each a “Fund” and collectively, the “Funds”)
This Statement of Additional Information (“SAI”) is not a Prospectus and should be read in conjunction with the Funds’ Prospectus dated February 28, 2020. This SAI incorporates by reference the Funds’ Annual Report dated October 31, 2019 and Semi-Annual Report dated April 30, 2019. You may obtain the Prospectus, Annual Report or Semi-Annual Report without charge by calling 1-800-607-2200.
Bessemer Investment Management LLC –
the
Funds’ Investment Adviser (“BIM” or the
“Adviser”)
CONTENTS |
1 |
|
Old Westbury Funds, Inc. (the “Corporation”) is an open-end, management investment company that was established under the laws of the State of Maryland on August 26, 1993.
Prior to December 30, 2016, the All Cap Core Fund was named the Old Westbury Large Cap Core Fund. Prior to November 16, 2011, it was named the Old Westbury U.S. Large Cap Fund. Prior to October 2, 2008, it was named the Old Westbury Large Cap Equity Fund, and prior to February 16, 2004, it was named the Old Westbury Core Equities Fund. Prior to November 16, 2011, the Large Cap Strategies Fund was named the Old Westbury Non-U.S. Large Cap Fund, and prior to July 29, 2008, it was named the Old Westbury International Fund. Prior to December 30, 2016, the Small & Mid Cap Strategies Fund was named the Old Westbury Small & Mid Cap Fund, prior to January 1, 2014 it was named the Old Westbury Global Small & Mid Cap Fund and, prior to October 2, 2008, it was named the Old Westbury Global Small Cap Fund. Prior to July 2, 2019, the Multi-Asset Opportunities Fund was named the Old Westbury Strategic Opportunities Fund and, prior to January 1, 2014, the Strategic Opportunities Fund was named the Old Westbury Global Opportunities Fund.
Each Fund (except the California Municipal Bond Fund and New York Municipal Bond Fund) is a diversified portfolio of the Corporation. The California Municipal Bond Fund and New York Municipal Bond Fund are non-diversified portfolios as defined in the Investment Company Act of 1940, as amended (the “1940 Act”). The Corporation may offer separate series of shares representing interests in separate portfolios of securities.
SECURITIES IN WHICH THE FUNDS INVEST
The Funds invest in a variety of securities and other instruments and employ a number of investment techniques that involve certain risks. The Prospectus highlights the Funds’ principal investment strategies, investment techniques and risks. This SAI contains additional information regarding both the principal and non-principal investment strategies of the Funds. The following table sets forth additional information concerning permissible investments and techniques for each of the Funds. Following the table is further information describing the investments and techniques listed in the table, as well as others.
Securities and
Investment Techniques |
All
Cap Core Fund |
Large
Cap Strategies Fund |
All
Cap ESG Fund |
Small
& Mid Cap Strategies Fund |
Multi-Asset
Opportunities Fund |
Fixed
Income Fund |
Municipal
Bond Fund |
California
Municipal Bond Fund |
New York
Municipal Bond Fund |
Asset-Backed Securities | Ö | Ö | Ö | Ö | Ö | Ö | |||
Bank Obligations | Ö | Ö | Ö | Ö | Ö | Ö | Ö | Ö | Ö |
Below Investment Grade/
High Yield Securities |
Ö | Ö | Ö | Ö | Ö | Ö | |||
Borrowing | Ö | Ö | Ö | Ö | Ö | Ö | Ö | Ö | Ö |
Callable Securities | Ö | Ö | Ö | Ö | Ö | Ö | Ö | Ö | Ö |
Collateralized Debt Obligations | Ö | Ö | Ö | Ö | Ö | Ö | |||
Collateralized Loan Obligations | Ö | Ö | Ö | Ö | Ö | Ö | |||
Collateralized Mortgage Obligations | Ö | Ö | Ö | Ö | Ö | Ö | |||
Collectibles | Ö | ||||||||
Commercial Paper | Ö | Ö | Ö | Ö | Ö | Ö | Ö | Ö | Ö |
Commodities | Ö | Ö | Ö | ||||||
Common Stocks | Ö | Ö | Ö | Ö | Ö | ||||
Convertible Securities | Ö | Ö | Ö | Ö | Ö | Ö | |||
Debt Obligations | Ö | Ö | Ö | Ö | Ö | Ö | Ö | Ö | Ö |
Defaulted Debt Securities | Ö | ||||||||
Fixed and Floating Rate Debt Obligations | Ö | Ö | Ö | Ö | Ö | Ö | Ö | Ö | Ö |
Foreign Debt Obligations | Ö | Ö | Ö | Ö | Ö | Ö | Ö | Ö | Ö |
Inverse Floaters | Ö | Ö | Ö | Ö | Ö | ||||
Pre-Refunded Bonds | Ö | Ö | Ö | Ö | Ö | ||||
2 |
|
Depository Receipts | Ö | Ö | Ö | Ö | Ö | ||||
American Depository Receipts | Ö | Ö | Ö | Ö | Ö | ||||
Global Depository Receipts | Ö | Ö | Ö | Ö | Ö | ||||
European Depository Receipts | Ö | Ö | Ö | Ö | Ö | ||||
Non-Voting Depositary Receipts | Ö | Ö | Ö | Ö | Ö | ||||
Derivative Instruments | Ö | Ö | Ö | Ö | Ö | Ö | Ö | Ö | Ö |
Futures and Options Transactions | Ö | Ö | Ö | Ö | Ö | Ö | Ö | Ö | Ö |
Foreign Currency Transactions | Ö | Ö | Ö | Ö | Ö | Ö | Ö | Ö | Ö |
Hybrid or Linked Instruments | Ö | Ö | Ö | Ö | Ö | Ö | Ö | Ö | Ö |
Structured Notes | Ö | Ö | Ö | Ö | Ö | Ö | Ö | Ö | Ö |
Swap Transactions | Ö | Ö | Ö | Ö | Ö | Ö | Ö | Ö | Ö |
Emerging Growth Companies | Ö | Ö | Ö | Ö | Ö | ||||
Emerging Market Securities | Ö | Ö | Ö | Ö | Ö | Ö | |||
Exchange-Traded Funds | Ö | Ö | Ö | Ö | Ö | Ö | Ö | Ö | Ö |
Exchange-Traded Notes | Ö | Ö | Ö | Ö | Ö | Ö | Ö | Ö | Ö |
Foreign Securities | Ö | Ö | Ö | Ö | Ö | Ö | Ö | Ö | Ö |
Illiquid Investments | Ö | Ö | Ö | Ö | Ö | Ö | Ö | Ö | Ö |
Inflation-Protected Securities | Ö | Ö | Ö | Ö | Ö | Ö | Ö | Ö | Ö |
Investment Grade Debt Securities | Ö | Ö | Ö | Ö | Ö | Ö | Ö | Ö | Ö |
Investment in Investment Companies | Ö | Ö | Ö | Ö | Ö | Ö | Ö | Ö | Ö |
Investment in a Wholly-Owned Subsidiary | Ö | ||||||||
Loan Participations and Assignments | Ö | Ö | |||||||
Master Limited Partnerships (MLPs) | Ö | Ö | Ö | Ö | Ö | Ö | |||
MLP Tax Risk | Ö | Ö | Ö | Ö | Ö | Ö | |||
Money Market Instruments | Ö | Ö | Ö | Ö | Ö | Ö | Ö | Ö | Ö |
Mortgage-Backed Securities | Ö | Ö | |||||||
Adjustable Rate Mortgage Securities (ARMS) | Ö | Ö | |||||||
Commercial Mortgage-Backed Securities | Ö | Ö | |||||||
Mortgage Dollar and U.S. Treasury Rolls | Ö | Ö | |||||||
Municipal Securities | Ö | Ö | Ö | Ö | Ö | ||||
Municipal Bonds | Ö | Ö | Ö | Ö | Ö | ||||
Municipal Housing Bonds | Ö | Ö | Ö | Ö | Ö | ||||
Municipal Leases | Ö | Ö | Ö | Ö | Ö | ||||
Municipal Notes | Ö | Ö | Ö | Ö | Ö | ||||
Non-Diversification | Ö | Ö | |||||||
Preferred Stocks | Ö | Ö | Ö | Ö | Ö | Ö | |||
Private Placements and Other Restricted Securities | Ö | Ö | Ö | Ö | Ö | Ö | Ö | Ö | Ö |
Quantitative Investment Strategy | Ö | Ö | Ö | Ö | Ö | Ö | |||
Real Estate Investment Trusts | Ö | Ö | Ö | Ö | Ö | Ö | |||
Royalty Trusts | Ö | Ö | Ö | Ö | Ö | ||||
Repurchase Agreements | Ö | Ö | Ö | Ö | Ö | Ö | Ö | Ö | Ö |
3 |
|
Reverse Repurchase Agreements | Ö | Ö | Ö | Ö | Ö | Ö | Ö | Ö | Ö |
Short Sales | Ö | Ö | Ö | Ö | Ö | Ö | Ö | Ö | Ö |
Small and Medium Capitalization Stocks | Ö | Ö | Ö | Ö | Ö | ||||
Standby Commitments | Ö | Ö | Ö | Ö | |||||
Stripped Securities | Ö | Ö | Ö | Ö | Ö | ||||
Structured Investments | Ö | Ö | Ö | Ö | Ö | ||||
U.S. Government Securities | Ö | Ö | Ö | Ö | Ö | Ö | Ö | Ö | Ö |
Temporary Investments | Ö | Ö | Ö | Ö | Ö | Ö | Ö | Ö | Ö |
Variable Rate Demand Notes | Ö | Ö | Ö | Ö | Ö | ||||
Warrants and Rights | Ö | Ö | Ö | Ö | Ö | ||||
When-Issued and Delayed Delivery Transactions | Ö | Ö | Ö | Ö | Ö | Ö | Ö | Ö | Ö |
Zero Coupon, Pay-in-Kind and Step-Coupon Securities | Ö | Ö | Ö | Ö | Ö | Ö | Ö | Ö | Ö |
SECURITIES DESCRIPTIONS, TECHNIQUES AND RISKS
The following describes the types of securities a Fund may purchase, as well as certain investment techniques a Fund may use that are in addition to those described in the Prospectus. The following also describes certain additional risks associated with such securities and investment techniques.
ASSET-BACKED SECURITIES. Asset-backed securities represent interests in, or debt instruments that are backed by, pools of various types of assets that generate cash payments generally over fixed periods of time such as car loans and credit card receivables. Such securities entitle the security holders to receive distributions that are tied to the payments made on the underlying assets (less fees paid to the originator, servicer, or other parties, and fees paid for credit enhancement), so that the payments made on the underlying assets effectively pass through to such security holders.
Investing in asset-backed securities is subject to certain risks. For example, the value of asset-backed securities may be affected by, among other factors, changes in: interest rates, the market’s assessment of the quality of underlying assets, the creditworthiness of the servicer for the underlying assets, information concerning the originator of the underlying assets, or the creditworthiness or rating of the entities that provide any supporting letters of credit, surety bonds, derivative instruments, or other credit enhancement. The value of asset-backed securities also will be affected by the exhaustion, termination or expiration of any credit enhancement.
Declining or low interest rates may lead to a more rapid rate of repayment on the underlying assets, resulting in accelerated payments on asset-backed securities that then would be reinvested at a lesser rate of interest. Rising or high interest rates tend to lead to a slower rate of repayment on the underlying assets, resulting in slower than expected payments on asset-backed securities that can, in turn, lead to a decline in value. The impact of changing interest rates on the value of asset-backed securities may be difficult to predict and result in greater volatility. Holders of asset-backed securities generally have no recourse against the originator of the underlying assets in the event of a default on the underlying assets.
BANK OBLIGATIONS. Bank obligations include certificates of deposit, bankers’ acceptances, time deposits and promissory notes that earn a specified rate of return and may be issued by (i) a domestic branch of a domestic bank, (ii) a foreign branch of a domestic bank, (iii) a domestic branch of a foreign bank or (iv) a foreign branch of a foreign bank. Bank obligations may be structured as fixed-, variable- or floating-rate obligations. A Fund will not invest in obligations for which the Adviser, or any of its affiliates, is the ultimate obligor or accepting bank. Certain bank obligations, such as some CDs, are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to certain specified limits. Many other bank obligations, however, are neither guaranteed nor insured by the FDIC or the U.S. Government. These bank obligations are “backed” only by the creditworthiness of the issuing bank or parent financial institution. For foreign banks, there is a possibility that liquidity could be impaired because of future political and economic developments; the obligations may be less marketable than comparable obligations of U.S. banks; a foreign jurisdiction might impose withholding taxes on interest income payable on those obligations; foreign deposits may be seized or nationalized; foreign governmental restrictions (such as foreign exchange controls) may be adopted which might adversely affect the payment of principal and interest on those obligations; and the selection of those obligations may be more difficult because there may be less publicly available information concerning foreign banks. Foreign banks generally are not subject to examination by any U.S. Government agency or instrumentality.
Compared to securities and to certain other types of financial assets, purchases and sales of loans take relatively longer to settle. This extended settlement process can (i) increase the counterparty credit risk borne by a Fund; (ii) leave the Fund unable to timely vote, or otherwise act with respect to, loans it has agreed to purchase; (iii) delay the Fund from realizing the proceeds of a sale of a loan; (iv)
4 |
|
inhibit the Fund’s ability to re-sell a loan that it has agreed to purchase if conditions change (leaving the Fund more exposed to price fluctuations); (v) prevent the Fund from timely collecting principal and interest payments; and (vi) expose the Fund to adverse tax or regulatory consequences. To the extent the extended loan settlement process gives rise to short-term liquidity needs, such as the need to satisfy redemption requests, a Fund may hold cash, sell investments or temporarily borrow from banks or other lenders.
In certain circumstances, loans may not be deemed to be securities, and in the event of fraud or misrepresentation by a borrower or an arranger, lenders will not have the protection of the anti-fraud provisions of the federal securities laws, as would be the case for bonds or stocks. Instead, in such cases, lenders generally rely on the contractual provisions in the loan agreement itself, and common-law fraud protections under applicable state law.
BELOW INVESTMENT GRADE/HIGH YIELD SECURITIES. Below investment grade or high yield securities are securities rated lower than BBB by Standard & Poor’s Ratings Group (“S&P”) or Baa by Moody’s Investors Service, Inc. (“Moody’s”), comparably rated by another nationally recognized statistical rating organization (“NRSRO”) or not rated by any rating agency but determined to be of comparable quality by the Adviser or the sub-advisers. There are certain risks involved in applying credit ratings as a method of evaluating below investment grade securities. For example, while credit rating agencies evaluate the safety of principal and interest payments, they do not evaluate the market risk of the securities and the securities may decrease in value as a result of credit developments. Lower rated securities generally involve greater risks of loss of income and principal than higher rated securities. The market prices of such securities (commonly known as “junk bonds”) may become increasingly volatile in periods of economic uncertainty. Moreover, adverse publicity or the perceptions of investors over which the Adviser and sub-advisers have no control, whether or not based on fundamental analysis, may decrease the market price and liquidity of such investments.
Below investment grade/high yield securities are subject to the risks associated with debt securities, and may be more sensitive to such risks than investment grade debt securities. The market for unrated securities may not be as liquid as the market for rated securities, which may result in depressed prices for a Fund in the disposal of such nonrated securities. The limited market for these securities may affect the amount actually realized by a Fund upon such sale. Such sale may result in a loss to a Fund.
BORROWING. A Fund may borrow money from banks or through reverse repurchase agreements in amounts up to one-third of total assets and pledge some assets as collateral. A Fund that borrows will pay interest on borrowed money and may incur other transaction costs. These expenses can exceed the income received or capital appreciation realized by a Fund from any securities purchased with borrowed money. With respect to borrowings, the Funds are required to maintain continuous asset coverage to 300% of the amount borrowed. If the coverage declines to less than 300%, the Fund must sell sufficient portfolio securities, even at a loss, to restore the coverage.
CALLABLE SECURITIES. Callable securities give the issuer the right to redeem the security on a given date or dates (known as the call dates) prior to maturity. In return, the call feature is factored into the price of the debt security, and callable debt securities typically offer a higher yield than comparable non-callable securities. Certain securities may be called only in whole (the entire security is redeemed), while others may be called in part (a portion of the total face value is redeemed) and possibly from time to time as determined by the issuer. There is no guarantee that the Fund will receive higher yields or a call premium on an investment in callable securities.
The period of time between the time of issue and the first call date, known as call protection, varies from security to security. Call protection provides the investor holding the security with assurance that the security will not be called before a specified date. As a result, securities with call protection generally cost more than similar securities without call protection. Call protection will make a callable security more similar to a long-term debt security, resulting in an associated increase in the callable security’s interest rate sensitivity.
Documentation for callable securities usually requires that investors be notified of a call within a prescribed period of time. If a security is called, the Fund will receive the principal amount and accrued interest, and may receive a small additional payment as a call premium. Issuers are more likely to exercise call options in periods when interest rates are below the rate at which the original security was issued, because the issuer can issue new securities with lower interest payments. Callable securities are subject to the risks of other debt securities in general, including prepayment risk, especially in falling interest rate environments.
COLLATERALIZED DEBT OBLIGATIONS (CDOs) AND COLLATERALIZED LOAN OBLIGATIONS (CLOs). A Fund may invest in collateralized debt obligations (“CDOs”), which include collateralized bond obligations (“CBOs”), collateralized loan obligations (“CLOs”) and other similarly structured securities. CBOs and CLOs are types of asset-backed securities. A CBO is a trust which is backed by a diversified pool of high risk, below investment grade debt securities. A CLO is a trust typically collateralized by a pool of loans, which may include, among others, domestic and foreign senior secured loans, senior unsecured loans, and subordinate corporate loans, including loans that may be rated below investment grade or equivalent unrated loans. CDOs may charge management fees and administrative expenses. For both CBOs and CLOs, the cash flows from the trust are split into two or more portions, called tranches, varying in risk and yield. The riskiest portion is the “equity” tranche which bears the bulk of defaults from
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the bonds or loans in the trust and serves to protect the other, more senior tranches from default in all but the most severe circumstances. Since it is partially protected from defaults, a senior tranche from a CBO trust or CLO trust typically has a higher rating and lower yield than its underlying securities, and can be rated investment grade. Despite the protection from the equity tranche, CBO or CLO tranches can experience substantial losses due to actual defaults, increased sensitivity to defaults due to collateral default and disappearance of protecting tranches, market anticipation of defaults, as well as aversion to CBO or CLO securities as a class. The risks of an investment in a CDO depend largely on the type of the collateral securities and the class of the CDO in which a Fund invests. Normally, CBOs, CLOs and other CDOs are privately offered and sold, and thus, are not registered under the securities laws. As a result, investments in CDOs may be illiquid; however, an active dealer market may exist for CDOs allowing a CDO to qualify for Rule 144A transactions.
In addition to the normal risks associated with debt securities discussed elsewhere in this SAI and the Funds’ Prospectus, CDOs carry additional risks that include, but are not limited to: (i) the possibility that distributions from collateral securities will not be adequate to make interest or other payments; (ii) the quality of the collateral may decline in value or default; (iii) a Fund may invest in CDOs that are subordinate to other classes; and (iv) the complex structure of the security may not be fully understood at the time of investment and may produce disputes with the issuer or unexpected investment results.
COLLATERALIZED MORTGAGE OBLIGATIONS (CMOs). CMOs are debt obligations issued by special-purpose trusts, collateralized by underlying mortgage assets. Principal prepayments on underlying mortgage assets may cause the CMOs to be retired substantially earlier than their stated maturities or final distribution dates, resulting in a loss of all or part of the premium if any has been paid. Interest is paid or accrues on all classes of the CMOs on a periodic basis. The principal and interest payments on the underlying mortgage assets may be allocated among the various classes of CMOs in several ways. Typically, payments of principal, including any prepayments, on the underlying mortgage assets are applied to the classes in the order of their respective stated maturities or final distribution dates, so that no payment of principal is made on CMOs of a class until all CMOs of other classes having earlier stated maturities or final distribution dates have been paid in full. Because cash flow is distributed sequentially instead of pro rata with CMOs, the cash flows and average lives of CMOs are more predictable, and there is a period of time during which the investors in the longer-maturity classes receive no principal pay downs.
COLLECTIBLES. The Multi-Asset Opportunities Fund and its wholly-owned subsidiary, OWF Multi-Asset Opportunities Fund Ltd. (“Subsidiary”), may invest in collectibles, which are rare objects collected by investors. They can include stamps, coins, books, oriental rugs, antiques, sports and other memorabilia, photographs, art and wine. Collectibles are generally expected to rise in value during inflationary periods when investors are trying to move to assets viewed as an inflation hedge. Generally, collectibles can be expected to drop in value during periods of low inflation. Collectible trading for profit is subject to certain risks and other considerations, including that collectibles: (i) have limited buying and selling markets; (ii) are often bought and sold at auction and subject to buyer and/or seller premiums; (iii) experience periods of high and low demand; (iv) must be insured, physically held and properly maintained; (v) may need to have their authenticity and provenance verified from time to time; and (vi) may not have accurate market valuations available. The Multi-Asset Opportunities Fund does not currently intend to invest more than 5% of its total assets in Collectibles.
COMMERCIAL PAPER. The commercial paper in which a Fund may invest must be rated A-1 or A-2 by S&P, Prime-1 or Prime-2 by Moody, or F1 or F2 by the Fitch Group (“Fitch”). Commercial paper is an issuer’s obligation with a maturity of less than nine months. Companies typically issue commercial paper to pay for current expenditures. Most issuers constantly reissue their commercial paper and use the proceeds (or bank loans) to repay maturing paper. If the issuer cannot continue to obtain liquidity in this fashion, its commercial paper may default. The short maturity of commercial paper reduces both the market and credit risks as compared to other debt securities of the same issuer.
COMMODITIES. Commodities are assets that have tangible properties, such as oil, agricultural products and precious metals. The value of commodities may be affected by, among other things, changes in overall market movements, commodity index volatility, changes in interest rates, or factors affecting a particular industry or commodity, such as drought, floods, weather, livestock disease, embargoes, tariffs and international economic, political and regulatory developments. These factors may have a larger impact on commodity prices and commodity-linked instruments than on traditional securities. Certain commodities are also subject to limited pricing flexibility because of supply and demand factors. Others are subject to broad price fluctuations as a result of the volatility of the prices for certain raw materials and the instability of supplies of other materials. These additional variables may create additional risks which subject a Fund’s investments to greater volatility than investments in traditional securities. In order to gain exposure to the commodities market the Multi-Asset Opportunities Fund and the Subsidiary may invest in commodities-linked and related instruments.
COMMON STOCKS. Common stock represents an equity (ownership) interest in a company. Common stockholders receive the residual value of the issuer’s earnings and assets after the issuer pays its creditors and any preferred stockholders. The prices of common stock fluctuate based on changes in the financial condition of their issuers and on market, economic, political, regulatory, geopolitical, pandemics and epidemics and other conditions. Furthermore, when the stock market declines, most common stocks, even
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those issued by strong companies, likely will decline in value. Market conditions add significantly to the risk of short term volatility of a Fund.
CONVERTIBLE SECURITIES. Convertible securities are a combined form of equity security and debt security. Generally, convertible securities are bonds, debentures, notes, preferred stocks, warrants or other securities that convert or are exchangeable into shares of the underlying common stock at a stated exchange ratio. Usually, the conversion or exchange is solely at the option of the holder. However, some convertible securities may be convertible or exchangeable at the option of the issuer or are automatically converted or exchanged at a certain time, or on the occurrence of certain events, or have a combination of these characteristics. Usually, a convertible security provides a long-term call on the issuer’s common stock and therefore tends to appreciate in value as the underlying common stock appreciates in value. A convertible security also may be subject to redemption by the issuer after a certain date and under certain circumstances (including a specified price) established on issue. If a convertible security held by a Fund is called for redemption, the Fund could be required to tender it for redemption, convert it into the underlying common stock or sell it.
Convertible bonds, debentures and notes are varieties of debt securities, and as such are subject to many of the same risks, including interest rate sensitivity, changes in debt rating and credit risk. In addition, convertible securities are often viewed by the issuer as future common stock subordinated to other debt and carry a lower rating than the issuer’s non-convertible debt obligations. Thus, convertible securities are subject to many of the same risks as high-yield, high-risk securities.
DEBT OBLIGATIONS. A Fund may invest in the following type of debt obligations, including bills, bonds, notes, debentures, money market instruments and similar instruments and securities of U.S. and non-U.S. corporate issuers or governments. Bonds and other debt securities generally are subject to credit risk and interest rate risk. While debt securities issued by the U.S. Treasury generally are considered free of credit risk, debt issued by agencies and corporations all entail some level of credit risk. Investment grade debt securities have less credit risk than do high-yield, high-risk debt securities. Bonds and other debt securities generally are interest rate-sensitive. During periods of falling interest rates, the value of debt securities held by a Fund generally rises. Conversely, during periods of rising interest rates, the value of such securities generally declines. Debt securities with longer durations are more likely to be sensitive to changes in interest rates, generally making them more volatile than securities with shorter durations. Debt obligations also may be particularly sensitive to certain economic, market and political events and developments, as described below. Changes by recognized rating services in their ratings of debt securities and changes in the ability of an issuer to make payments of interest and principal also will affect the value of these investments.
While assets in debt markets have grown rapidly in recent years, the capacity for traditional dealer counterparties to engage in debt securities trading has not kept pace and in some cases has decreased. For example, primary dealer inventories of corporate bonds, which provide a core indication of the ability of financial intermediaries to “make markets,” are at or near historic lows in relation to market size. This reduction in market-making capacity may be a persistent change, to the extent it is resulting from broader structural changes, such as fewer proprietary trading desks at broker-dealers and increased regulatory capital requirements. Because market makers provide stability to a market through their intermediary services, the significant reduction in dealer inventories could potentially lead to decreased liquidity and increased volatility in the debt securities markets. Such issues may be exacerbated during periods of economic uncertainty.
Defaulted Debt Securities. If the issuer of a debt security in a Fund’s portfolio defaults, the Fund may have unrealized losses on the security, which may lower the Fund’s net asset value (“NAV”). Defaulted securities tend to lose much of their value before they default. Thus, the Fund’s NAV may be adversely affected before an issuer defaults. The Fund will incur additional expenses if it tries to recover principal or interest payments on a defaulted security. Defaulted debt securities may be illiquid. An investment in defaulted debt securities will be considered speculative and expose the Fund to similar risks as an investment in high-yield debt.
A Fund may buy defaulted debt securities if, in the opinion of the Adviser or sub-adviser, they present an opportunity for later price recovery, the issuer may resume interest payments, or other advantageous developments appear likely in the near future. A Fund is not required to sell a debt security that has defaulted if the Adviser or sub-adviser believes it is advantageous to continue holding the security.
Fixed and Floating Rate Debt Obligations. Fixed rate securities exhibit more price volatility during times of rising or falling interest rates than securities with floating rates of interest. Fixed rate securities pay a fixed rate of interest and are more sensitive to fluctuating interest rates. In periods of rising interest rates, the value of a fixed rate security is likely to fall. Fixed rate securities with short-term characteristics are not subject to the same price volatility as fixed rate securities without such characteristics. Therefore, they behave more like floating rate securities with respect to price volatility. Floating rate obligations provide for periodic adjustments in the interest rate and, under certain circumstances, varying principal amounts. Floating rate obligations may involve direct lending arrangements between the purchaser and the issuer and there may be no active secondary market, making it difficult to resell such obligations to a third party. Floating rate
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obligations also may be subject to interest rate and credit risks. Changes in interest rates can affect the rate of return on such obligations. If an issuer of a floating rate obligation defaults, a Fund could sustain a loss to the extent of such default.
Foreign Debt Obligations. The debt obligations of foreign governments and their agencies and instrumentalities may or may not be supported by the full faith and credit of the foreign government. A Fund may invest in securities issued by certain “supra-national” entities, which include entities designated or supported by governments to promote economic reconstruction or development, international banking organizations and related government agencies. Examples are the International Bank for Reconstruction and Development (commonly called the “World Bank”), the Asian Development Bank and the Inter-American Development Bank. The governmental members of these supra-national entities are “stockholders” that typically make capital contributions and may be committed to make additional capital contributions if the entity is unable to repay its borrowings. A supra-national entity’s lending activities may be limited to a percentage of its total capital, reserves and net income. There can be no assurance that the constituent foreign governments will be able or willing to honor their capitalization commitments for those entities.
Inverse Floaters. A Fund may also invest in inverse floating rate debt instruments (“inverse floaters”). The interest rate on an inverse floater resets in the opposite direction from the market rate of interest to which the inverse floater is indexed. An inverse floating rate security generally will exhibit greater price volatility than a fixed rate obligation of similar credit quality.
Pre-Refunded Bonds. Pre-Refunded Bonds are outstanding debt securities that are not immediately callable (redeemable) by the issuer but have been “pre-refunded” by the issuer. The issuer “pre-refunds” the bonds by setting aside in advance all or a portion of the amount to be paid to the bondholders when the bond is called. Generally, an issuer uses the proceeds from a new bond issue to buy high grade, interest bearing debt securities, including direct obligations of the U.S. government, which are then deposited in an irrevocable escrow account held by a trustee bank to secure all future payments of principal and interest on the pre-refunded bonds. Due to the substantial “collateral” held in escrow, pre-refunded bonds often receive the same rating as obligations of the United States Treasury. Because pre-refunded bonds still bear the same interest rate as when they were originally issued and are of very high credit quality, their market value may increase. However, as the pre-refunded bond approaches its call or ultimate maturity date, the bond’s market value will tend to fall to its call or par price.
DEPOSITARY RECEIPTS. Depositary receipts represent interests in underlying securities issued by a foreign company. Depositary receipts are generally not traded in the same market as the underlying securities and may not be denominated in the same currency as the underlying securities into which they may be converted. American Depositary Receipts (“ADRs”) are traded in the U.S. ADRs provide a way for a Fund to gain exposure to foreign-based companies in the U.S. rather than purchasing shares in overseas markets. ADRs are also traded in U.S. dollars, eliminating the need for foreign exchange transactions. Global Depositary Receipts (“GDRs”) and European Depositary Receipts (“EDRs”) are receipts issued by foreign banks or trust companies, or foreign branches of U.S. banks that represent an interest in shares of either a foreign or U.S. corporation. The foreign securities underlying GDRs and EDRs are traded globally or outside the U.S. Depositary receipts involve many of the same risks of investing directly in foreign securities, including currency risks and risks of foreign investing. Some depositary receipts may be non-voting. Non-Voting Depositary Receipts (“NVDRs”) are typically issued by an exchange affiliate and represent a non-voting equity interest in an issuer.
DERIVATIVE INSTRUMENTS. Derivatives are financial instruments whose values are based on (or “derived” from) securities (such as a stock or a bond), assets (such as a commodity, like gold), reference rates (such as LIBOR) or market indices (such as the S&P 500® Index). Some forms of derivatives, such as exchange-traded futures and options on securities, commodities, or indices, are traded on regulated exchanges. These types of derivatives are standardized contracts that can generally be easily bought and sold, and whose market values are determined and published daily. Non-standardized derivatives, on the other hand, tend to be more specialized and/or complex, and may be harder to value. The use of derivatives may enhance returns and may be useful in hedging portfolios. The use of certain derivatives may have a leveraging effect on a Fund, which may increase the Fund’s sensitivity to adverse market movements and may exaggerate the Fund’s losses.
To manage the risk associated with leveraging, a Fund may segregate liquid assets, or otherwise “cover” its derivatives position in a manner consistent with the 1940 Act and the rules and SEC interpretations thereunder. A Fund may modify its asset segregation policies at any time to comply with any changes in the Securities and Exchange Commission’s (the “SEC”) positions regarding asset segregation. Some common types of derivatives include futures, options, options on futures, forward foreign currency exchange contracts, forward contracts on securities and securities indices, linked securities and structured products, swap transactions and swaptions.
A Fund may use derivatives for a variety of reasons, including, for example: (i) to enhance its return; (ii) to attempt to protect against possible changes in the market value of securities held in or to be purchased for its portfolio resulting from securities markets or currency exchange rate fluctuations (i.e., to hedge); (iii) to protect its unrealized gains reflected in the value of its portfolios securities; (iv) to facilitate the sale of such securities for investment purposes; (v) to reduce transaction costs; (vi) for any other reason deemed
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appropriate by the Adviser or sub-advisers in achieving a Fund’s investment objective; and/or (vii) to manage the effective maturity or duration of its portfolio.
A Fund’s use of derivatives presents risks different from, and possibly greater than, the risks associated with investing directly in traditional securities. The use of derivatives can lead to significant losses even from relatively small adverse movements in the price or value of the underlying security, asset, index or reference rate, which may be magnified by or potentially unlimited as a result of certain features of the derivatives. These risks are heightened when a Fund uses derivatives to enhance its return or as a substitute for a position or security, rather than solely to hedge or offset the risk of a position or security held by a Fund. There is also a risk that the derivative will not correlate well with the security for which it is substituting or with changes in the value of a Fund’s holdings. A Fund’s use of derivatives to leverage risk also may exaggerate a loss, potentially causing a Fund to lose more money than if it had invested in the underlying security, or limit a potential gain. The success of the Adviser’s or sub-advisers’ derivative strategies will depend on its ability to assess and predict the impact of market or economic developments on the underlying security, asset, index or reference rate and the derivative itself. Other risks arise from a Fund’s potential inability to terminate or sell its derivative positions as a liquid secondary market for such positions may not exist at times when a Fund may wish to terminate or sell them. Over-the-counter instruments (investments not traded on an exchange) in particular may be illiquid. Derivatives traded in the over-the-counter market are also subject to the risk that the other party will not meet its obligations. In addition, with some derivative strategies there is the risk that a Fund may not be able to find a suitable derivative transaction counterparty, and thus may be unable to invest in derivatives altogether. The use of derivatives may also increase the amount and accelerate the timing of taxes payable by shareholders.
Pursuant to regulations and/or published positions of the SEC or its staff, a Fund may be required to maintain asset coverage or offsetting positions in connection with transactions in derivative instruments. To the extent a Fund maintains asset coverage in the amount prescribed, such assets cannot be sold while the derivative transaction is outstanding, unless they are replaced with other suitable assets. As a result, there is a possibility that the reservation of a large percentage of a Fund’s assets could impede portfolio management or a Fund’s ability to meet redemption requests or other current obligations.
The Adviser has claimed an exclusion from the definition of a commodity pool operator with respect to its management of the Funds pursuant to Commodity Futures Trading Commission (“CFTC”) Rule 4.5. Therefore, the Adviser is not subject to regulation as a commodity pool operator (“CPO”) under the Commodity Exchange Act, as amended, with respect to its management of the Funds. In order to rely on the Rule 4.5 exclusion, the Funds must limit their investments in commodity futures contracts, options on futures contracts and swaps and other commodity interests (including, for example, security futures, broad-based stock index futures and financial futures contracts). In the event that the Adviser becomes unable to rely on the exclusion in Rule 4.5 and is required to register with the CFTC as a CPO with respect to a Fund, the Fund’s expenses may increase, adversely affecting that Fund’s total returns.
The Adviser has registered as a CPO with respect to its management of the Subsidiary.
FUTURES AND OPTIONS TRANSACTIONS. A Fund may buy and sell futures contracts and options on futures contracts, buy put and call options on portfolio securities and securities indices or write covered put and call options on portfolio securities to attempt to increase its current income or to hedge its portfolio. There is no assurance that a liquid secondary market will exist for any particular futures contract or option at any particular time. A Fund’s ability to establish and close out futures and options positions depends on this secondary market. When a Fund uses futures and options on futures, there is a risk that the prices of such futures and options may not correlate perfectly with the prices of the underlying instruments. Futures contracts and options may react differently to market changes and be more volatile than the underlying instruments and may increase the volatility of a Fund’s NAV. In addition, the Adviser or sub-advisers could be incorrect in their expectations about the direction or extent of market factors such as stock price movements or foreign currency exchange rate fluctuations. For options, a change in volatility of the underlying instrument due to general market and economic conditions or other factors may negatively affect the value of such option. In these events, a Fund may lose money on the futures contracts and/or options, including losses that exceed the amount of the posted collateral (for futures), complete loss of the amounts paid as premiums to the writer of an option (for long options), and unlimited losses (for written options). In addition, futures exchanges may impose a maximum permissible price movement on each futures contract for each trading session. A Fund may be disadvantaged if it is prohibited from executing a trade outside the daily permissible price movement.
Futures Contracts. A futures contract is a commitment by two parties under which one party agrees to make delivery of an asset (seller) and another party agrees to take delivery of the asset at a certain time in the future. A futures contract may involve a variety of assets including commodities (such as oil, wheat or corn) or a financial asset (such as a security). A stock index futures contract is an agreement in which two parties agree to take or make delivery of an amount of cash equal to the difference between the price of the original contract and the value of the index at the close of the last trading day of the contract. No physical delivery of the underlying securities in the index is made. Settlement is made in cash upon termination of the contract. Although some financial futures contracts call for making or taking
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delivery of the underlying securities, in most cases these obligations are closed out before the settlement date. The closing of a futures contract is accomplished by purchasing or selling an identical offsetting futures contract. Other financial futures contracts call for cash settlements.
Margin in Futures Contracts. Since a Fund does not pay or receive money upon the purchase or sale of a futures contract, it is required to deposit an amount of initial margin in cash, U.S. Government securities or liquid debt securities as a good faith deposit. The margin is returned to a Fund upon termination of the contract. Initial margin in futures transactions does not involve borrowing to finance the transactions. As the value of the underlying futures contract changes daily, a Fund pays or receives cash, called variation margin, equal to the daily change in value of the futures contract. This process is known as marking to market. Variation margin does not represent a borrowing or loan by a Fund. It may be viewed as a settlement between a Fund and the broker of the amount one would owe the other if the futures contract expired. When a Fund purchases futures contracts, it will maintain, at a minimum, an amount of cash and/or cash equivalents, equal to the amount payable at the settlement of the futures contracts to “collateralize” the position and ensure that the futures contracts are covered. As a result of the low collateral deposits normally involved in futures trading, a relatively small price movement in a futures contract may lead to a substantial loss for a Fund. A Fund is also required to deposit and maintain margin when it writes call options on futures contracts. There can be no assurance that a liquid market will exist at a time when a Fund seeks to close out a futures or a futures option position, and that Fund would remain obligated to meet margin requirements until the position is closed.
Put Options on Financial and Stock Index Futures Contracts. Unlike entering directly into a futures contract, which requires the purchaser to buy a financial instrument on a set date at a specified price, the purchase of a put option on a futures contract entitles (but does not obligate) its purchaser to decide on or before a future date whether to assume a short position at the specified price.
Generally, if the hedged portfolio securities decrease in value during the term of an option, the related futures contracts will also decrease in value and the option will increase in value. In such an event, a Fund will normally close out its option position by selling an identical option. If the hedge is successful, the proceeds received by a Fund upon the sale of the second option will be large enough to offset both the premium paid by a Fund for the original option plus the decrease in value of the hedged securities.
Alternatively, a Fund may exercise its put option to close out the position. To do so, it would simultaneously enter into a futures contract of the type underlying the option (for a price less than the strike price of the option) and exercise the option. A Fund would then deliver the futures contract in return for payment of the strike price. If a Fund neither closes out nor exercises an option, the option will expire on the date provided in the option contract, and only the premium paid plus related transaction costs for the option contract may be lost.
A Fund may also write (sell) listed put options on financial or stock index futures contracts to hedge its portfolio against a decrease in market interest rates or an increase in stock prices. A Fund will use these transactions to purchase portfolio securities in the future at price levels existing at the time it enters into the transaction. When a Fund sells a put on a futures contract, it receives a cash premium in exchange for granting to the buyer of the put the right to receive from the Fund, at the strike price, a short position in such futures contract. This is so even if the strike price upon exercise of the option is greater than the value of the futures position received by such holder. As market interest rates decrease or stock prices increase, the market price of the underlying financial or stock index futures contract normally increases. When the market price of the underlying financial or stock index futures contract increases, the buyer of the put option has less reason to exercise the put because the buyer can sell the same futures contract at a higher price in the market. If the value of the underlying futures position is not such that exercise of the option would be profitable to the option holder, the option will generally expire without being exercised. The premium received by a Fund can then be used to offset the higher prices of portfolio securities to be purchased in the future.
In order to avoid the exercise of an option sold by it, a Fund may cancel its obligation under the option by entering into a closing purchase transaction, unless it is determined to be in the Fund’s interest to deliver the underlying futures position. A closing purchase transaction consists of the purchase by a Fund of an option having the same terms as the option sold by the Fund, and has the effect of canceling the Fund’s position as a seller. The premium which a Fund will pay in executing a closing purchase transaction may be higher than the premium received when the option was sold, depending in large part upon the relative price of the underlying futures position at the time of each transaction. If the hedge is successful, the cost of buying the second option will be less than the premium received by a Fund for the initial option.
Call Options on Financial and Stock Index Futures Contracts. A Fund may write (sell) listed and over-the-counter call options on financial and stock index futures contracts. When a Fund writes a call option on a futures contract, it undertakes to sell a futures contract at the fixed price at any time during the life of the option. As stock prices fall or market interest
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rates rise, causing the prices of financial and stock index futures to go down, a Fund’s obligation to sell a futures contract costs less to fulfill, causing the value of the Fund’s written call option position to increase. In other words, as the underlying futures price goes down below the option’s strike price, the buyer of the option has no reason to exercise the call, so that a Fund keeps the premium received for the option. This premium can substantially offset the drop in value of a Fund’s portfolio securities.
Prior to the expiration of a call written by a Fund, or exercise of it by the buyer, a Fund may close out the option by buying an identical option. If the hedge is successful, the cost of the second option will be less than the premium received by a Fund for the initial option. The net premium income of a Fund will then substantially offset the decrease in value of the hedged securities.
A Fund may buy a listed call option on a financial or stock index futures contract to hedge against decreases in market interest rates or increases in stock price. A Fund will use these transactions to purchase portfolio securities in the future at price levels existing at the time it enters into the transaction. When a Fund purchases a call on a financial futures contract, it receives in exchange for the payment of a cash premium the right, but not the obligation, to enter into the underlying futures contract at a strike price determined at the time the call was purchased, regardless of the comparative market value of such futures position at the time the option is exercised. The holder of a call option has the right to receive a long (or buyer’s) position in the underlying futures contract. As market interest rates fall or stock prices increase, the value of the underlying futures contract will normally increase, resulting in an increase in value of a Fund’s option position. When the market price of the underlying futures contract increases above the strike price plus premium paid, a Fund could exercise its option and buy the futures contract below market price. Prior to the exercise or expiration of the call option, a Fund could sell an identical call option and close out its position. If the premium received upon selling the offsetting call is greater than the premium originally paid, a Fund has completed a successful hedge.
Purchasing Put and Call Options on Securities. A Fund may purchase put options on portfolio securities to protect against price movements in the Fund’s portfolio. A put option gives a Fund, in return for a premium, the right to sell the underlying security to the writer (seller) at a specified price during the term of the option. A Fund may purchase call options on securities acceptable for purchase to protect against price movements by locking in on a purchase price for the underlying security. A call option gives the Fund, in return for a premium, the right to buy the underlying security from the seller at a specified price during the term of the option.
Writing Covered Call and Put Options on Securities. A Fund may write covered call and put options to generate income and thereby protect against price movements in the Fund’s portfolio securities. As a writer of a call option, the Fund has the obligation, upon exercise of the option during the option period, to deliver the underlying security upon payment of the exercise price. As a writer of a put option, the Fund has the obligation to purchase a security from the purchaser of the option upon the exercise of the option.
Stock Index Options. A Fund may purchase or sell put or call options on stock indices listed on national securities exchanges or traded in the over-the-counter market. A stock index fluctuates with changes in the market values of the stocks included in the index. Upon the exercise of the option, the holder of a call option has the right to receive, and the writer of a put option has the obligation to deliver, a cash payment equal to the difference between the closing price of the index and the exercise price of the option. The effectiveness of purchasing stock index options will depend upon the extent to which price movements in the Fund’s portfolio correlate with price movements of the stock index selected. The value of an index option depends upon movements in the level of the index rather than the price of a particular stock. Accordingly, successful use by a Fund of options on stock indices will be subject to the Adviser or sub-advisers correctly predicting movements in the directions of the stock market generally or of a particular industry. This requires different skills and techniques than predicting changes in the prices of individual stocks.
Over-the-Counter Options. Over-the-counter options are two-party contracts with price and terms negotiated between buyer and seller. In contrast, exchange-traded options are third-party contracts with standardized strike prices and expiration dates and are purchased from a clearing corporation. Exchange-traded options generally have a continuous liquid market while over-the-counter options may not. A Fund may generally purchase and write over-the-counter options on portfolio securities or securities indices in negotiated transactions with the buyers or writers of the options when options on the Fund’s portfolio securities or securities indices are not traded on an exchange.
FOREIGN CURRENCY TRANSACTIONS. Foreign currency transactions are generally used to obtain foreign currencies to settle securities transactions or to exchange one currency for another. They can also be used as a hedge to protect assets against adverse changes in foreign currency exchange rates or regulations. When a Fund uses foreign currency exchanges as a hedge, it may also limit potential gain that could result from an increase in the value of such currencies. Currency exchange rates may be volatile and a Fund may be affected either favorably or unfavorably by fluctuations in the relative rates of exchange between the
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currencies of different nations, market or economic downswings, or other relevant factors, such as the actions of governments or central banks, the imposition of currency controls, and speculation. Foreign currency hedging transactions are used to protect against foreign currency exchange rate risks.
Forward Foreign Currency Exchange Contracts. A Fund will enter into foreign exchange transactions for purposes of hedging either a specific transaction or a portfolio position, to facilitate settlement of security purchases, to exchange one currency for another, or, with respect to certain Funds, to seek enhanced returns. A Fund may enter into a foreign exchange transaction for purposes of hedging a specific transaction by, for example, purchasing a currency needed to settle a security transaction or selling a currency in which the Fund has received or anticipates receiving a dividend or distribution. A Fund may enter into a foreign exchange transaction for purposes of hedging a portfolio position by selling forward a currency in which a portfolio position of the Fund is denominated or by purchasing a currency in which the Fund anticipates acquiring a portfolio position in the near future. Forward foreign exchange transactions involve substantial currency risk, and also involve credit and liquidity risk. A Fund may also hedge a currency by entering into a transaction in a currency instrument denominated in a currency other than the currency being hedged (a “cross-hedge”). Bilaterally negotiated forward foreign currency exchange contracts are subject to counterparty risk. Certain foreign currency forwards may eventually be exchange-traded and cleared. Although these changes are expected to decrease the credit risk involved in bi-laterally negotiated contracts and increase the liquidity of these contracts, central clearing would not make the contracts risk-free. Gains from foreign currency contracts are generally taxable as ordinary income and, as a result, may significantly increase an investor’s tax liability.
A Fund may also engage in proxy hedging transactions to reduce the effect of currency fluctuations on the value of existing or anticipated holdings of portfolio securities. Proxy hedging is often used when the currency to which the Fund is exposed is difficult to hedge or to hedge against the dollar. Proxy hedging entails entering into a forward contract to sell a currency whose changes in value are generally considered to be linked to a currency or currencies in which some or all of the Fund’s securities are, or are expected to be, denominated, and to buy U.S. dollars. Proxy hedging involves some of the same risks and considerations as other transactions with similar instruments. Currency transactions can result in losses to the Fund if the currency being hedged fluctuates in value to a degree or in a direction that is not anticipated. In addition, there is the risk that the perceived linkage between various currencies may not be present during the particular time that a Fund is engaging in proxy hedging. A Fund may also cross-hedge currencies by entering into forward contracts to sell one or more currencies that are expected to decline in value relative to other currencies to which the Fund has or in which the Fund expects to have portfolio exposure.
Some of the forward non-U.S. currency contracts entered into by the Funds are classified as non-deliverable forwards (“NDFs”). NDFs are cash-settled, short-term forward contracts that may be thinly traded or are denominated in non-convertible foreign currency, where the profit or loss at the time at the settlement date is calculated by taking the difference between the agreed upon exchange rate and the spot rate at the time of settlement, for an agreed upon notional amount of funds. All NDFs have a fixing date and a settlement date. The fixing date is the date at which the difference between the prevailing market exchange rate and the agreed upon exchange rate is calculated. The settlement date is the date by which the payment of the difference is due to the party receiving payment. NDFs are commonly quoted for time periods of one month up to two years, and are normally quoted and settled in U.S. dollars. They are often used to gain exposure to and/or hedge exposure to foreign currencies that are not internationally traded.
Forward Contracts may limit potential gain from a positive change in the relationship between the U.S. dollar and foreign currencies. Unanticipated changes in currency prices may result in poorer overall performance for a Fund than if it had not engaged in such contracts.
Put and Call Options on Foreign Currencies. Purchasing and writing put and call options on foreign currencies are used to protect a Fund’s portfolio against declines in the U.S. dollar value of foreign portfolio securities and against increases in the dollar cost of foreign securities to be acquired. Writing an option on foreign currency constitutes only a partial hedge, up to the amount of the premium received. A Fund could lose money if it is required to purchase or sell foreign currencies at disadvantageous exchange rates. If exchange rate movements are adverse to a Fund’s position, such Fund may forfeit the entire amount of the premium plus related transaction costs. These options are traded on U.S. and foreign exchanges or over-the-counter.
Additional Risks of Options on Securities, Futures Contracts, Options on Futures Contracts and Forward Currency Exchange Contracts and Options Thereon. Options on securities, futures contracts, options on futures contracts, forward currency exchange contracts and options on forward currency exchange contracts may be traded on foreign exchanges. Such transactions may not be regulated as effectively as similar transactions in the U.S., may not involve a clearing mechanism and related guarantees, and are subject to the risk of government actions affecting trading in, or the prices of, foreign securities. The value of such positions also could be adversely affected by (i) other complex foreign political, legal and economic factors, (ii) lesser availability than in the U.S. of data on which to make trading decisions, (iii) delays in a Fund’s
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ability to act upon economic events occurring in foreign markets during non-business hours in the U.S., (iv) the imposition of different exercise and settlement terms and procedures and margin requirements than in the U.S., and (v) lesser trading volume.
HYBRID OR LINKED INSTRUMENTS. Hybrid or linked instruments typically combine a traditional stock, bond, or commodity with an option or forward contract. Generally, the principal amount, amount payable upon maturity or redemption, or interest rate of a hybrid instrument is tied to the price of some commodity, currency or securities index or another interest rate or some other economic factor (a “benchmark”). The interest rate or the principal amount payable at maturity of a hybrid instrument may be increased or decreased, depending on changes in the value of the benchmark.
Hybrid instruments also include “market access products” (“MAPs”), which may be structured as participatory notes, debt or equity warrants, options, total return swaps or other similarly structured instruments that are linked to an underlying equity security. MAPs provide for synthetic exposure to the price movements of an underlying local foreign equity security (e.g., if the underlying equity security decreases in value, the value of the MAP will decrease commensurately). MAPs are subject to certain risks, including, but not limited to, the same risks as direct investments in securities of foreign issuers and the risks generally associated with investing in derivative instruments. In addition, MAPs are subject to counterparty risk because the security is typically issued by another financial institution or banking entity. If the counterparty suffers a significant credit event and cannot perform, or it is perceived that the counterparty cannot perform, its obligations under the terms of the agreement, a MAP may lose value regardless of the strength of the underlying equity security. Additionally, the liquidity of MAPs may be limited because there is typically no secondary market trading in such instruments (they are generally bought and sold through the issuing counterparty).
These instruments can be used as a means of pursuing a variety of investment goals, including currency hedging, duration management, and increased total return. Hybrid instruments may not bear interest or pay dividends. The value of a hybrid instrument or its interest rate may be a multiple of a benchmark and, as a result, may be leveraged and move more steeply and rapidly than the benchmark. These benchmarks may be sensitive to economic and political events, such as commodity shortages and currency devaluations, which cannot be readily foreseen by the purchaser of a linked hybrid instrument. Under certain conditions, the redemption value of a hybrid instrument could be zero. Thus, an investment in a linked or hybrid instrument may entail significant market risks that are not associated with a similar investment in a traditional, U.S. dollar-denomination bond that has a fixed principal amount and pays a fixed rate or floating rate of interest. The purchase of linked or hybrid instruments also exposes a Fund to the credit risk of the issuer of the linked or hybrid instrument. These risks may cause significant fluctuations in the NAV of a Fund. Certain issuers of structured products such as hybrid instruments may be deemed to be investment companies as defined under the 1940 Act. As a result, a Fund’s investments in these products may be subject to limits applicable to investments in investment companies and may be subject to restrictions contained in the 1940 Act.
STRUCTURED NOTES. Structured notes are derivative debt securities, the interest rate or principal of which is determined by an unrelated indicator. The terms of the structured note may provide that in certain circumstances no principal is due at maturity and therefore, may result in a loss of invested capital. Structured notes may be positively or negatively indexed so that appreciation of the reference may produce an increase or decrease in the interest rate or the value of the structured note; therefore, the value of these securities may be volatile. Structured notes may entail a greater degree of market risk than other types of debt securities because the investor bears the risk of the reference. Structured notes also may be more volatile, relatively less liquid, and more difficult to accurately price than less complex securities or more traditional debt securities.
SWAP TRANSACTIONS. Swaps are derivative instruments that can be individually negotiated and structured to include exposure to a variety of different market factors or types of investments, including a specified reference security, basket of securities, securities market index or index component. Depending on their structure, swaps may increase or decrease a Fund’s exposure to long- or short-term interest rates, foreign currency values, mortgage securities, corporate borrowing rates, securities market indexes, or other factors such as security prices or inflation rates. A Fund may enter into a variety of swaps, including interest rate, index, volatility, commodity, equity, credit default and currency exchange rate swaps, and other types of swaps such as caps, collars and floors. A Fund also may enter into swaptions, which are options to enter into a swap.
Swaps are two-party contracts entered into primarily by institutional investors for periods ranging from a few weeks to more than one year. In a standard “swap” transaction, two parties agree to exchange the returns (or differentials in rates of return) earned or realized on particular predetermined investments or instruments. The gross returns to be exchanged or “swapped” between the parties are calculated with respect to a “notional amount” (i.e., the return on or increase in value of a particular dollar amount invested in a particular security, or at a particular interest rate, in a particular foreign currency), or in a “basket” of securities representing a particular index. The “notional amount” of the swap is a basis on which to calculate the obligations which the parties to a swap have agreed to exchange. A Fund’s obligations (or rights) under a swap
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will generally be equal only to the net amount to be paid or received under the swap based on the relative values of the positions held by each party to the swap. A Fund’s obligations under a swap will be accrued daily (offset against any amounts owing to the Fund).
Whether a Fund’s use of swaps will be successful in furthering its investment objective will depend on the ability of the Adviser or sub-advisers correctly to predict whether certain types of investments are likely to produce greater returns than other investments. For a bilaterally negotiated swap, a Fund bears the risk of loss of the amount expected to be received under a swap in the event of the default or bankruptcy of a swap counterparty. Currently, some, but not all, swap transactions are subject to central clearing. Eventually many swaps will be centrally cleared. Although central clearing is expected to decrease the counterparty risk involved in bilaterally negotiated contracts because it interposes the central clearinghouse as the counterparty to each participant’s swap, central clearing would not make swap transactions risk-free. It is possible that developments in the swap market and the laws relating to swaps, including potential government regulation, could adversely affect a Fund’s ability to terminate existing swaps, to realize amounts to be received under such swaps, or to enter into swaps, or could have adverse tax consequences.
Swaps may be subject to liquidity risk, which exists when a particular swap is difficult to purchase or sell. If a swap transaction is particularly large or if the relevant market is illiquid (as is the case with many over-the-counter swaps), it may not be possible to initiate a transaction or liquidate a position at an advantageous time or price, which may result in significant losses. In addition, swap transactions may be subject to the limitation on illiquid investments. Like most other investments, swap transactions are subject to the risk that market value of the instrument will change in a way detrimental to a Fund’s interest. A Fund bears the risk that the Adviser or sub-advisers will not accurately forecast future market trends or the values of assets, reference rates, indexes, or other economic factors in establishing swap positions for the Fund. If the Adviser or sub-advisers attempt to use a swap as a hedge against, or as a substitute for, a portfolio investment, a Fund will be exposed to the risk that the swap will have or will develop imperfect or no correlation with the portfolio investment. This could cause substantial losses for the Fund. While hedging strategies involving swap instruments can reduce the risk of loss, they can also reduce the opportunity for gain or even result in losses by offsetting favorable price movements in other Fund investments. Many swaps are complex and often valued subjectively.
PROPOSED SEC REGULATORY CHANGE. In November 2019, the SEC published a proposed rulemaking related to the use of derivatives and certain other transactions by registered investment companies that would, if adopted, for the most part rescind the guidance of the SEC and its staff regarding asset segregation and cover transactions. Instead of complying with current guidance, funds would need to trade derivatives and other transactions that create future payment or delivery obligations (except reverse repurchase agreements and similar financing transactions) subject to a value-at-risk (“VaR”) leverage limit, certain other derivatives risk management program and testing requirements and requirements related to board reporting. These new requirements would apply unless a fund qualified as a “limited derivatives user,” as defined in the SEC’s proposal.
EMERGING GROWTH COMPANIES. Emerging growth companies are companies that are beyond their initial start-up periods but have not yet reached a state of established growth or maturity. The nature of investing in emerging growth companies involves a greater level of risk than would be associated when investing in more established seasoned companies. The rate of growth of such companies may at times be dramatic; such companies often provide new products or services that enable them to capture a dominant or important market position, have a special area of expertise or are able to take advantage of changes in demographic factors in a more profitable way than other companies. These companies may have limited product lines, markets or financial resources and may lack management depth since they have not been tested by time or the marketplace. The securities of emerging growth companies often have limited marketability and may be subject to more volatile market movements than securities of larger, more established growth companies or the market averages in general. Therefore, a Fund that invests in emerging growth companies may be subject to greater fluctuation in value than funds investing entirely in proven growth stocks.
EMERGING MARKET SECURITIES. The Adviser or sub-advisers may invest in emerging markets. Most of these markets have a relatively low gross national product per capita, compared to the world’s major economies, but may exhibit potential for rapid economic growth. Securities of emerging market issuers may include common stock, preferred stocks (including convertible preferred stocks), warrants, bonds, notes and debentures convertible into common or preferred stock, equity interests in foreign investment funds or trusts and real estate investment trust securities. A Fund may also invest in the depositary receipts of such issuers. There are special risks involved in investing in emerging market countries. Many investments in emerging markets can be considered speculative, and their prices can be much more volatile than in the more developed nations of the world. This difference reflects the greater uncertainties of investing in less established markets and economies. The financial markets of emerging markets countries are generally less well capitalized and thus securities of issuers based in such countries may be relatively less liquid. Most are heavily dependent on international trade, and some are especially vulnerable to recessions in other countries. Many of these countries are also sensitive to world commodity prices. Some countries may still have obsolete financial systems, economic problems or archaic legal systems. The currencies of certain emerging market countries, and therefore the value of securities denominated in such currencies,
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may be more volatile than currencies of developed countries. In addition, many of these nations are experiencing political and social uncertainties.
Certain emerging markets may rely heavily on particular industries or foreign capital and are more vulnerable to diplomatic developments, the imposition of economic sanctions against a particular country or countries, organizations, entities and/or individuals, changes in international trading patterns, trade barriers, and other protectionist or retaliatory measures. Economic sanctions could, among other things, effectively restrict or eliminate a Fund’s ability to purchase or sell securities or groups of securities for a substantial period of time, and may make a Fund’s investments in such securities harder to value. International trade barriers or economic sanctions against foreign countries, organizations, entities and/or individuals, may adversely affect a Fund’s foreign holdings or exposures. Investments in foreign markets may also be adversely affected by governmental actions such as the imposition of capital controls, nationalization of companies or industries, expropriation of assets, or the imposition of punitive taxes. Governmental actions can have a significant effect on the economic conditions in foreign countries, which also may adversely affect the value and liquidity of a Fund’s investments. For example, the governments of certain countries may prohibit or impose substantial restrictions on foreign investing in their capital markets or in certain sectors or industries. In addition, a foreign government may limit or cause delay in the convertibility or repatriation of its currency which would adversely affect the U.S. dollar value and/or liquidity of investments denominated in that currency. Any of these actions could severely affect security prices, impair a Fund’s ability to purchase or sell foreign securities or transfer a Fund’s assets back into the U.S., or otherwise adversely affect a Fund’s operations. Certain foreign investments may become relatively less liquid in response to market developments or adverse investor perceptions, or become illiquid after purchase by a Fund, particularly during periods of market turmoil. Certain foreign investments may become illiquid when, for instance, there are few, if any, interested buyers and sellers or when dealers are unwilling to make a market for certain securities. When a Fund holds illiquid investments, its portfolio may be harder to value.
EXCHANGE-TRADED FUNDS. As discussed under “Investment in Other Investment Companies” below, other investment companies may include exchange-traded funds (“ETFs”), which are shares of publicly traded unit investment trusts, open-end funds or depositary receipts that seek to track the performance of specific indexes or companies in related industries. ETFs generally are subject to the same risks as the underlying securities the ETFs are designed to track and to the risks of the specific sector or industry tracked by the ETF. ETFs also are subject to the risk that their prices may not totally correlate to the prices of the underlying securities the ETFs are designed to track and the risk of possible trading halts due to market conditions or for other reasons. Although ETFs that track broad market indexes are typically large and their shares are fairly liquid, ETFs that track more specific indexes tend to be newer and smaller, and all ETFs have limited redemption features. Pursuant to certain exemptive relief granted by the SEC, a Fund’s investments in certain ETFs may exceed certain of the limits described herein.
EXCHANGE-TRADED NOTES. A Fund may invest in exchange-traded notes (“ETNs”), which are debt securities whose returns are linked to a particular index. ETNs are typically linked to the performance of a commodities index that reflects the potential return on unleveraged investments in futures contracts of physical commodities, plus a specified rate of interest that could be earned on cash collateral. ETNs are subject to credit risk and counterparty risk. The value of an ETN may vary and may be influenced by time to maturity, level of supply and demand for the ETN, volatility and lack of liquidity in underlying commodities markets, changes in the applicable interest rates, changes in the issuer’s credit rating, and economic, legal, political, or geographic events that affect the referenced commodity. When a Fund invests in ETNs it will bear its proportionate share of any fees and expenses borne by the ETN. There may be restrictions on a Fund’s right to redeem its investment in an ETN, which is meant to be held until maturity. A Fund’s decision to sell its ETN holdings may be limited by the availability of a secondary market.
FOREIGN SECURITIES. Investment in securities of foreign issuers and in obligations of foreign branches of domestic banks involves somewhat different investment risks from those affecting securities of U.S. domestic issuers. There may be limited publicly available information with respect to foreign issuers, and foreign issuers are not generally subject to uniform accounting, auditing and financial standards and requirements comparable to those applicable to domestic companies. Amounts realized on foreign securities may be subject to high levels of foreign withholding and other taxes which may decrease the net return on foreign investments as compared to amounts realized by a Fund on domestic securities.
The value of a Fund’s investments in foreign securities may be adversely affected by changes in political or social conditions, pandemics and epidemics, diplomatic relations, confiscatory taxation, expropriation, nationalization, limitation on the removal of funds or assets, or imposition of (or change in) exchange control or tax regulations in those foreign countries. International trade tensions involving certain countries and their trading counterparties may arise from time to time which can result in trade tariffs, embargoes, trade limitations, trade wars and other negative consequences. Such actions and consequences may ultimately result in a significant reduction in international trade, an oversupply of certain manufactured goods, devaluations of existing inventories and potentially the failure of individual companies and/or large segments of certain country’s export industry with a potentially severe negative impact to the Fund. In addition, changes in government administrations or economic or monetary policies in the U.S. or abroad could result in appreciation or depreciation of portfolio securities and could favorably or unfavorably affect a Fund’s operations. Furthermore, the economies of individual foreign nations may differ from the U.S. economy, whether favorably or
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unfavorably, in areas such as growth of gross national product, rate of inflation, capital reinvestment, resource self-sufficiency and balance of payments position; it may also be more difficult to obtain and enforce a judgment against a foreign issuer.
Since investments in foreign securities often involve foreign currencies, the value of a Fund’s assets as measured in U.S. dollars may be affected favorably or unfavorably by changes in currency rates and exchange control regulations, including currency blockage.
In addition, while the volume of transactions effected on foreign stock exchanges has increased in recent years, in most cases it remains appreciably below that of domestic security exchanges. Accordingly, a Fund’s foreign investments may be relatively less liquid and their prices may be more volatile than comparable investments in securities of U.S. companies. Moreover, the settlement periods for foreign securities, which are often longer than those for securities of U.S. issuers, may affect portfolio liquidity. In buying and selling securities on foreign exchanges, purchasers normally pay fixed commissions that are generally higher than the negotiated commissions charged in the U.S. In addition, there is generally less government supervision and regulation of securities exchanges, brokers and issuers located in foreign countries than in the U.S.
ILLIQUID INVESTMENTS. Illiquid investments are any investments that a Fund reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment. A Fund will not acquire any illiquid investment if, immediately after the acquisition, the Fund would have invested more than 15% of its net assets in illiquid investments that are assets. Some securities, such as those not registered under U.S. securities laws, cannot be sold in public transactions and may be subject to the limitation on illiquid investments. The Corporation has implemented a liquidity risk management program to identify illiquid investments pursuant to Rule 22e-4 under the 1940 Act, and the Board has approved the designation of a program administrator to administer the program.
The Subsidiary will also limit its investment in illiquid investments to 15% of its net assets.
INFLATION-PROTECTED SECURITIES. Unlike traditional debt securities that make fixed or variable principal and interest payments, inflation-protected debt securities are structured to provide protection against the negative effects of inflation. The value of the debt securities’ principal is adjusted to track changes in an official inflation measure. For example, the U.S. Treasury currently uses the Consumer Price Index for Urban Consumers as a measure of inflation for Treasury Inflation-Protected Securities (“TIPS”). Other inflation-protected securities may not carry a similar guarantee by their issuer. A Fund may buy TIPS that are designed to provide an investment vehicle that is not vulnerable to inflation. The interest rate paid by TIPS is fixed. The principal value rises or falls semi-annually based on changes in the published Consumer Price Index. If inflation occurs, the principal and interest payments on TIPS are adjusted to protect investors from inflationary loss. If deflation occurs, the principal and interest payments will be adjusted downward, although the principal will not fall below its face amount at maturity.
INVESTMENT GRADE DEBT SECURITIES. Investment grade securities have received one of the four highest ratings of a NRSRO. The ratings of AAA, AA, A and BBB by S&P or Fitch denote investment grade securities. The ratings of Aaa, Aa, A and Baa by Moody’s denote investment grade securities. Securities receiving the fourth highest rating (BBB by S&P or Fitch or Baa by Moody’s) have speculative characteristics and changes in the market or the economy are more likely to affect the ability of the issuer to repay its obligations when due. The credit ratings assigned to investment grade securities may not accurately reflect the true risks of an investment. In addition, credit agencies may fail to adjust credit ratings to reflect rapid changes in economic or company conditions that affect a security’s market value. In the event any debt obligation held by a Fund is downgraded below the lowest permissible grade, the Fund is not required to sell the security.
INVESTMENT IN OTHER INVESTMENT COMPANIES. A Fund may invest in securities of other open- or closed-end investment companies, including ETFs, to the extent that such investments are consistent with the Fund’s investment objective and policies and permissible under the 1940 Act and related rules and any exemptive relief from or interpretations of the SEC. The limitation in the foregoing sentence shall not apply to the Multi-Asset Opportunities Fund’s investment in the Subsidiary. The Funds may invest in other investment companies during periods when there is a shortage of attractive securities available in the market, or when the Adviser or sub-advisers believe share prices of other investment companies offer attractive values. A Fund may also invest in other investment companies because the laws of some foreign countries may make it difficult or impossible for a Fund to invest directly in issuers organized or headquartered in those countries, or may limit such investments. The most efficient, and sometimes the only practical, means of investing in such companies may be through investment in other investment companies that in turn are authorized to invest in the securities of such issuers. Investing in other investment companies may result in higher fees and expenses for a Fund and its shareholders. A shareholder may be charged fees not only on Fund shares held directly but also on the investment company shares that a Fund purchases. A Fund may also invest in foreign investment companies or foreign investment schemes. In addition, investing in ETFs is subject to certain other risks. ETFs generally are subject to the same risks as the underlying securities the ETFs are designed to track, as well as to the risks of the specific sector or industry on which the ETF relates. ETFs also are subject to the risk that their prices may not totally correlate to the prices of the underlying securities the ETFs are designed to track and the risk of possible trading halts due to market conditions or for other reasons.
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INVESTMENTS IN THE WHOLLY-OWNED SUBSIDIARY. The Multi-Asset Opportunities Fund may invest up to 25% of its assets in the Subsidiary. Investments in the Subsidiary are expected to provide the Multi-Asset Opportunities Fund with exposure to commodities and/or commodity-linked instruments and derivatives within the limitations of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), as discussed below under “How are the Funds Taxed.” The Subsidiary is an exempted limited company organized under the laws of the Cayman Islands, and is overseen by its own board of directors. The Fund is the sole shareholder of the Subsidiary.
It is expected that the Subsidiary will invest in commodity-linked instruments, including swaps and exchange-traded notes, options, futures and options on futures. The Subsidiary will also invest in inflation-indexed securities, ETFs, and other fixed income instruments which may also serve as margin or collateral for the Subsidiary’s derivative position. The Multi-Asset Opportunities Fund may also invest directly in certain of these types of instruments, subject to certain limitations. To the extent that the Multi-Asset Opportunities Fund invests in the Subsidiary, it indirectly will be subject to the risks associated with the instruments in which the Subsidiary invests, which are discussed in the Prospectus and elsewhere in this SAI.
While the Subsidiary may be considered, in some ways, as an investment company, it is not registered under the 1940 Act and is therefore not subject to the provisions of the 1940 Act, including investor protections sections, and other U.S. regulations. Changes in the laws of the U.S. and/or the Cayman Islands could result in the inability of the Multi-Asset Opportunities Fund and/or the Subsidiary to operate as described in the Prospectus and this SAI and could negatively affect the Multi-Asset Opportunities Fund and its shareholders.
LIBOR. A Fund’s investments, payment obligations and financing terms may be based on floating rates, such as London Interbank Offer Rate (“LIBOR”), Euro Interbank Offered Rate and other similar types of reference rates (each, a “Reference Rate”). These Reference Rates are generally intended to represent the rate at which contributing banks may obtain short-term borrowings from each other within certain financial markets. On July 27, 2017, the Chief Executive of the UK Financial Conduct Authority (“FCA”), which regulates LIBOR, announced that the FCA will no longer persuade nor require banks to submit rates for the calculation of LIBOR and certain other Reference Rates after 2021. Such announcement indicates that the continuation of LIBOR and other Reference Rates on the current basis cannot and will not be guaranteed after the end of 2021. This announcement and any additional regulatory or market changes may have an adverse impact on a Fund or its investments.
In advance of 2022, regulators and market participants are currently engaged in identifying successor Reference Rates (“Alternative Reference Rates”). Additionally, prior to the end of 2021, it is expected that market participants will focus on the transition mechanisms by which the Reference Rates in existing contracts or instruments may be amended, whether through marketwide protocols, fallback contractual provisions, bespoke negotiations or amendments or otherwise. Nonetheless, the termination of certain Reference Rates presents risks to a Fund. At this time, it is not possible to completely identify or predict the effect of any such changes, any establishment of Alternative Reference Rates or any other reforms to Reference Rates that may be enacted in the UK or elsewhere. The elimination of a Reference Rate or any other changes or reforms to the determination or supervision of Reference Rates could have an adverse impact on the market for or value of any securities or payments linked to those Reference Rates and other financial obligations held by a Fund or on its overall financial condition or results of operations.
The transition process might lead to increased volatility and illiquidity in markets that currently rely on Reference Rates to determine interest rates. It could also lead to a reduction in the value of some Reference Rate-based investments held by a Fund and reduce the effectiveness of new hedges placed against existing Reference Rate-based instruments. While market participants are endeavoring to minimize the economic impact of the transition from Reference Rates to Alternative Reference Rates, the transition away from LIBOR and certain other Reference Rates could, among other negative consequences:
■ Adversely impact the pricing, liquidity, value of, return on and trading for a broad array of financial products, including any Reference Rate-linked securities, loans and derivatives in which a Fund may invest;
■ Require extensive negotiations of and/or amendments to agreements and other documentation governing Reference Rate-linked investments products;
■ Lead to disputes, litigation or other actions with counterparties or portfolio companies regarding the interpretation and enforceability of “fallback” provisions that provide for an alternative reference rate in the event of Reference Rate unavailability; or
■ Cause a Fund to incur additional costs in relation to any of the above factors.
The risks associated with the above factors, including decreased liquidity, are heightened with respect to investments in Reference Rate-based products that do not include a fallback provision that addresses how interest rates will be determined if LIBOR and certain other Reference Rates stop being published. Even with some Reference Rate-based instruments that may contemplate a scenario where Reference Rates are no longer available by providing for an alternative rate-setting methodology and/or increased costs for
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certain Reference Rate-related instruments or financing transactions, there may be significant uncertainty regarding the effectiveness of any such alternative methodologies, resulting in prolonged adverse market conditions for a Fund. Since the usefulness of LIBOR and certain other Reference Rates as benchmarks could deteriorate during the transition period, these effects could occur prior to the end of 2021. There also remains uncertainty and risk regarding the willingness and ability of issuers to include enhanced provisions in new and existing contracts or instruments. In addition, when a Reference Rate is discontinued, the Alternative Reference Rate may be lower than market expectations, which could have an adverse impact on the value of preferred and debt securities with floating or fixed-to-floating rate coupons. In addition, any substitute Reference Rate and any pricing adjustments imposed by a regulator or counterparties or otherwise may adversely affect a Fund’s performance or NAV.
LOAN PARTICIPATIONS AND ASSIGNMENTS. A Fund may invest in fixed or floating rate loans to U.S. companies, foreign entities, and U.S. subsidiaries of foreign entities made by one or more financial institutions. The rate of interest on a fixed-rate loan is generally a set amount. The rate of interest payable on floating rate loans is the sum of a base lending rate plus a specified spread. Base lending rates are generally the LIBOR, the CD rate of a designated U.S. bank, the prime rate of a designated U.S. bank, the Federal Funds rate, or another base lending rate used by commercial lenders. The applicable spread may be fixed at time of issuance or may adjust upward or downward to reflect changes in credit quality of the borrower. A Fund may invest in loans that are investment grade, below investment grade (“junk”), or not rated by any NRSRO. Loans that are rated lower than investment grade entail default and other risks greater than those associated with higher-rated loans. Generally, the lower the rating category, the riskier the investment. Typically, a Fund’s investments in loans are expected to take the form of loan participations and assignments of portions of loans from third parties.
Loans to corporations or governments may be originated, negotiated, and structured by a lead bank, insurance company, finance company, or other financial institutions (the “Agent”) for a lending syndicate of financial institutions. A Fund may participate in such loan syndicates by buying a fractional interest in the loan, or by purchasing an assignment of all of a portion of a loan previously attributable to a different lender. A Fund that purchases a participation interest does not have any direct contractual relationship with the borrower. The Fund will rely on the lender who sold the participation interest not only for the enforcement of the Fund’s rights against the borrower but also for the receipt and processing of payments due under the loan. The Fund may not directly benefit from any collateral supporting the loan in which it purchased the participation interest. The Fund may be subject to delays, expenses, and risks that are greater than those that would be involved if the Fund could enforce its rights directly against the borrower. In the event of the insolvency of the lender selling a participation interest, the Fund may be treated as a general creditor of the lender and may not benefit from any set-off between the lender and the borrower. Certain participation interests may be structured in a manner designed to avoid purchasers of participation interests being subject to the credit risk of the lender with respect to the participation; but even under such a structure, in the event of the lender’s insolvency, the lender’s servicing of the participation interest may be delayed and the assignability of the participation interest impaired.
Generally, a Fund purchases an assignment of a loan from a lender it will step into the shoes of the lender and acquire direct rights against the borrower on the loan. Because assignments are arranged through private negotiations between potential assignees and potential assignors, however, the rights and obligations acquired by the Fund as the purchaser of an assignment may differ from, and be more limited than, those held by the assigning lender. The assignability of certain obligations may be restricted by the governing documentation as to the nature of the assignee such that the only way in which a Fund may acquire an interest in a loan is by purchasing a participation of interest and not an assignment. The Fund may have difficulty disposing of assignments and participation interests given these limitations and other factors.
In the event a borrower becomes bankrupt or insolvent, the borrower may attempt to assert certain legal defenses as a result of improper conduct by the Agent. If an Agent declares bankruptcy, or has a receiver, conservator, or a similar official appointed for it by a regulatory authority, assets held by the Agent for a loan should remain available to holders of corporate loans, including the Fund. However, a regulatory authority or court may determine that assets held by the Agent for the benefit of the purchasers of the loans are subject to the claims of the Agent’s general or secured creditors, the purchasers, including the Fund, may incur certain costs and delays in realizing payment on a loan or suffer a loss of principal and/or interest.
Loans that are secured by specific collateral of the borrower generally are senior to most other securities of the borrower. The collateral typically has a market value, at the time the loan is made, that equals or exceeds the principal amount of the loan. The value of the collateral may decline, be insufficient to meet the obligations of the borrower, or be difficult to liquidate. As a result, a loan may not be fully collateralized and can decline significantly in value.
Generally, a loan is subject to legal or contractual restrictions on resale. Loans that a Fund may purchase are typically not listed on any securities exchange or automatic quotation system. As a result, no active market may exist for certain loans, and to the extent a secondary market exists for other loans, such market may be subject to irregular trading activity, wide bid/ask spreads, and extended trade settlement periods. The supply of loans may be limited from time to time due to a lack of sellers in the market for existing loans or the number of new loans currently being issued. As a result, the loans available for purchase may be lower quality or higher priced.
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MASTER LIMITED PARTNERSHIPS (MLPs). Investments in securities of an MLP involve risks that differ from investments in common stock, including risks related to limited control and limited rights to vote on matters affecting the MLP, risks related to potential conflicts of interest between the MLP and the MLP’s general partner, cash flow risks, dilution risks and risks related to the general partner’s right to require unit-holders to sell their common units at an undesirable time or price, resulting from regulatory changes or other reasons. Certain MLP securities may trade in lower volumes due to their smaller capitalizations. Accordingly, those MLPs may be subject to more abrupt or erratic price movements and may lack sufficient market liquidity to enable a Fund to effect sales at an advantageous time or without a substantial drop in price. Investment in those MLPs may restrict a Fund’s ability to take advantage of other investment opportunities. MLPs are generally considered interest-rate sensitive investments. During periods of interest rate volatility, these investments may not provide attractive returns.
Much of the benefit that a Fund may derive from its investment in equity securities of MLPs is a result of MLPs generally being treated as partnerships for U.S. federal income tax purposes. Partnerships do not pay U.S. federal income tax at the partnership level. Rather, each partner is allocated a share of the partnership’s income, gains, losses, deductions and expenses. A change in current tax law or a change in the underlying business mix of a given MLP could result in an MLP being treated as a corporation for U.S. federal income tax purposes, which would result in the MLP being required to pay U.S. federal income tax (as well as state and local income taxes) on its taxable income. The classification of an MLP as a corporation for U.S. federal income tax purposes would have the effect of reducing the amount of cash available for distribution by the MLP. If any MLP in which a Fund invests were treated as a corporation for U.S. federal income tax purposes, it could result in a reduction of the value of the Fund’s investment in the MLP and lower income to a Fund.
MONEY MARKET INSTRUMENTS. Money market instruments are high-quality, short-term debt obligations, which include, but are not limited to: (i) U.S. Government obligations (i.e., a wide range of debt securities that include U.S. Treasury obligations, securities issued or guaranteed by various agencies of the U.S. Government or by various instrumentalities which have been established or sponsored by the U.S. Government); (ii) certain corporate debt securities (e.g., commercial paper and master notes (which are generally understood to be unsecured obligations of a firm, often private and/or unrated, privately negotiated by borrower and lender)); (iii) bank obligations (e.g., certificates of deposit, time deposits and bankers’ acceptances); (iv), pass-through certificates or participation interests; (v) short-term taxable municipal securities; (vi) repurchase agreements; and (vii) money market funds (i.e., funds that comply with Rule 2a-7 under the 1940 Act). Money market instruments are generally regarded to be of high quality. However, except for certain U.S. Government obligations, they generally are not backed or insured by the U.S. Government, its agencies or instrumentalities. Accordingly, the creditworthiness of an issuer, or guarantees of that issuer, supports such instruments. In addition, certain money market funds may impose a fee upon the sale of shares or may temporarily suspend the ability of investors to redeem shares if such fund’s liquidity falls below required minimums.
MORTGAGE-BACKED SECURITIES. Mortgage-backed securities are a type of asset-backed security and represent interests in, or debt instruments backed by, pools of underlying mortgages. In some cases, these underlying mortgages may be insured or guaranteed by the U.S. Government or its agencies. Mortgage-backed securities entitle the security holders to receive distributions that are tied to the payments made on the underlying mortgage collateral (less fees paid to the originator, servicer, or other parties, and fees paid for credit enhancement), so that the payments made on the underlying mortgage collateral effectively pass through to such security holders. Mortgage-backed securities are created when mortgage originators (or mortgage loan sellers who have purchased mortgage loans from mortgage loan originators) sell the underlying mortgages to a special purpose entity in a process called a securitization. The special purpose entity issues securities that are backed by the payments on the underlying mortgage loans, and have a minimum denomination and specific term. The securities, in turn, are either privately placed or publicly offered.
Mortgage-backed securities may be issued or guaranteed by the Government National Mortgage Association (“GNMA”), the Federal National Mortgage Association (“FNMA”), or the Federal Home Loan Mortgage Corporation (also known as Freddie Mac) (“FHLMC”), but also may be issued or guaranteed by other issuers, including private companies. GNMA is a government-owned corporation that is an agency of the U.S. Department of Housing and Urban Development. It guarantees, with the full faith and credit of the United States, full and timely payment of all monthly principal and interest on its mortgage-backed securities. FNMA is a private, shareholder-owned company that purchases both government-backed and conventional mortgages from lenders and securitizes them. FNMA is a congressionally chartered company, although neither its stock nor the securities it issues are insured or guaranteed by the U.S. Government. FHLMC is a publicly chartered agency that buys qualifying residential mortgages from lenders, “repackages” them and provides certain guarantees. FHLMC’s stock is owned by savings institutions across the United States and is held in trust by the Federal Home Loan Bank System.
Mortgage-backed securities issued by FHLMC are not guaranteed as to timely payment of interest and principal by the U.S. Government.
On September 7, 2008, FHLMC and FNMA were placed into conservatorship by their new regulator, the Federal Housing Finance Agency (“FHFA”), an agency of the U.S. government, with a stated purpose to preserve and conserve FHLMC’s and FNMA’s assets and property and to put them in a sound and solvent condition. The U.S. Treasury has made a commitment of indefinite duration to
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maintain the positive net worth of FHLMC and FNMA in exchange for senior preferred stock and warrants for common stock of the entities. No assurance can be given that the purposes of the conservatorship and related actions under the authority of FHFA will be met or that the U.S. Treasury’s initiative will be successful.
The future status and role of FHLMC and FNMA could be impacted by (among other things) the actions taken and restrictions placed on FHLMC and FNMA by the FHFA in its role as conservator, the restrictions placed on FHLMC’s and FNMA’s operations and activities under stock purchase agreements with the FHFA, market responses to developments at FHLMC and FNMA, and future legislative and regulatory action that alters the operations, ownership, structure, and/or mission of these institutions, each of which may, in turn, impact the value of, and cash flows on, any securities guaranteed by FHLMC and FNMA.
Investing in mortgage-backed securities is subject to certain risks, including, among others, prepayment, market and credit risks. Prepayment risk reflects the risk that borrowers may prepay their mortgages more quickly than expected, which may affect the security’s average maturity and rate of return. Whether or not a mortgage loan is prepaid is almost entirely controlled by the borrower. Borrowers are most likely to exercise prepayment options at the time when it is least advantageous to investors, generally prepaying mortgages as interest rates fall, and slowing payments as interest rates rise. Besides the effect of prevailing interest rates, the rate of prepayment and refinancing of mortgages also may be affected by home value appreciation, ease of the refinancing process and local economic conditions, among other factors. Market risk reflects the risk that the price of a security may fluctuate over time. The price of mortgage-backed securities can be particularly sensitive to prevailing interest rates, the length of time the security is expected to be outstanding and the liquidity of the issue. In a period of unstable interest rates, there may be decreased demand for certain types of mortgage-backed securities, which in turn may decrease their value. Credit risk reflects the risk that a holder of mortgage-backed securities may not receive all or part of its principal because the issuer or credit enhancer has defaulted on its obligations. Mortgage-backed securities issued by private issuers, whether or not such obligations are subject to guarantees by the private issuer, may entail greater risk than mortgage-backed securities guaranteed by the U.S. Government. The performance of mortgage-backed securities issued by private issuers generally depends on the financial health of those institutions. The residential mortgage market in the United States recently has experienced difficulties that may adversely affect the performance and market value of certain of the Fund’s mortgage-related investments. Delinquencies and losses on residential mortgage loans (especially sub-prime and second-lien mortgage loans) may continue to increase as a result of various economic and other factors, and a decline in or flattening of housing values (as has recently been experienced and may continue to be experienced in many housing markets) may exacerbate such delinquencies and losses. Also, a number of residential mortgage loan originators have recently experienced serious financial difficulties or bankruptcy. Owing largely to the foregoing, reduced investor demand for mortgage loans and mortgage-related securities and increased investor yield requirements have caused limited liquidity in the secondary market for mortgage-related securities, which can adversely affect the market value of mortgage-related securities. It is possible that such limited liquidity in such secondary markets could continue or worsen.
ADJUSTABLE RATE MORTGAGE SECURITIES (ARMS). ARMS, like traditional fixed rate mortgage-backed securities, represent an ownership interest in a pool of mortgage loans and are issued, guaranteed or otherwise sponsored by governmental or by private entities. Unlike traditional mortgage-backed securities, the mortgage loans underlying ARMS generally carry adjustable interest rates, and in some cases principal repayment rates, that are reset periodically. An adjustable interest rate may be passed-through or otherwise offered on certain ARMS. Investing in ARMS may permit a Fund to participate in increases in prevailing current interest rates through periodic adjustments in the interest rate payments on mortgages underlying the pool on which the ARMS are based. ARMS generally have lower price fluctuations than is the case with more traditional fixed income debt securities of comparable rating and maturity.
The interest rates paid on ARMS generally are readjusted at intervals of one year or less to a rate that is an increment over some predetermined interest rate index, although some securities may have reset intervals as long as five years. There are three main categories of indices: those based on LIBOR, those based on U.S. Treasury securities and those derived from a calculated measure such as a cost of funds index (indicating the cost of borrowing) or a moving average of mortgage rates. Commonly used indices include the one-, three-, and five-year constant-maturity Treasury rates; the three-month Treasury bill rate; the 180-day Treasury bill rate; rates on longer-term Treasury securities; the 11th District Federal Home Loan Bank Cost of Funds; the National Median Cost of Funds; the one-, three-, six-month, or one-year LIBOR; the prime rate of a specific bank; or commercial paper rates.
In a changing interest rate environment, the reset feature may act as a buffer to reduce sharp changes in the ARMS’ value in response to normal interest rate fluctuations. However, the time interval between each interest reset causes the yield on the ARMS to lag behind changes in the prevailing market interest rate. As interest rates are reset on the underlying mortgages, the yields of the ARMS gradually re-align themselves to reflect changes in market rates so that their market values remain relatively stable compared to fixed-rate mortgage-backed securities.
As a result, ARMS also have less risk of a decline in value during periods of rising interest rates than if a Fund invested in more traditional long-term, fixed-rate mortgage-backed securities. However, during such periods, this reset lag may result in
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a lower NAV until the interest rate resets to market rates. If prepayments of principal are made on the underlying mortgages during periods of rising interest rates, the Fund generally will be able to reinvest these amounts in securities with a higher current rate of return. However, a Fund will not benefit from increases in interest rates to the extent that interest rates exceed the maximum allowable annual or lifetime reset limits (or cap rates) for a particular mortgage-backed security. This is because borrowers with the adjustable rate mortgage loans that are pooled into ARMS generally see an increase in their monthly mortgage payments when interest rates rise which in turn increases their rate of late payments and defaults.
Because an investor is “locked in” at a given interest rate for the duration of the interval until the reset date, whereas interest rates continue to fluctuate, the sensitivity of an ARMS’ price to changes in interest rates tends to increase along with the length of the interval. To the extent a Fund invests in ARMS that reset infrequently, the Fund will be subject to similar interest rate risks as when investing in fixed-rate debt securities. For example, a Fund can expect to receive a lower interest rate than the prevailing market rates (or index rates) in a rising interest rate environment because of the lag between daily increases in interest rates and periodic readjustments.
During periods of declining interest rates, the interest rates on the underlying mortgages may reset downward with a similar lag, resulting in lower yields to a Fund. As a result, the value of ARMS is unlikely to rise during periods of declining interest rates to the same extent as the value of fixed-rate securities do. During periods of rising interest rates, ARMS will be subjected to greater extension risk than fixed-rate mortgage-backed securities. This is because borrowers with adjustable rate loans will generally see their monthly payment obligations increase along with interest rates, with the result being an increase in late payments and defaults.
Caps and floors. The underlying mortgages that collateralize ARMS will frequently have caps and floors that limit the maximum amount by which the interest rate to the residential borrower may change up or down (a) per reset or adjustment interval and (b) over the life of the loan. Fluctuations in interest rates above the applicable caps or floors on the ARMS could cause the ARMS to “cap out” and to behave more like long-term, fixed-rate debt securities.
Negative amortization. Some mortgage loans restrict periodic adjustments by limiting changes in the borrower’s monthly principal and interest payments rather than limiting interest rate changes. These payment caps may result in negative amortization, where payments are less than the amount of principal and interest owed, with excess amounts added to the outstanding principal balance, which can extend the average life of the mortgage-backed securities.
COMMERCIAL MORTGAGE-BACKED SECURITIES. Commercial mortgage-backed securities include securities that reflect an interest in, and are secured by, mortgage loans on commercial real property. Many of the risks of investing in commercial mortgage-backed securities reflect the risks of investing in the real estate securing the underlying mortgage loans. These risks reflect the effects of local and other economic conditions on real estate markets, the ability of tenants to make loan payments, and the ability of a property to attract and retain tenants. Commercial mortgage-backed securities may be relatively less liquid and exhibit greater price volatility than other types of mortgage- or asset-backed securities.
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MORTGAGE DOLLAR AND U.S. TREASURY ROLLS.
Mortgage dollar rolls. In a mortgage dollar roll, a Fund sells or buys mortgage-backed securities for delivery in the current month and simultaneously contracts to repurchase or sell substantially similar (same type, coupon, and maturity) securities on a specified future date. During the period between the sale and repurchase (the “roll period”), a Fund forgoes principal and interest payments that it would otherwise have received on the securities sold. A Fund is compensated by the difference between the current sales price, which it receives, and the lower forward price that it will pay for the future purchase (often referred to as the “drop”), as well as by the interest earned on the cash proceeds of the initial sale.
For each roll transaction, a Fund will segregate or “earmark” liquid assets equal in value to its obligation in respect of the roll transaction.
A Fund is exposed to the credit risk of its counterparty in a mortgage dollar roll or U.S. Treasury roll transaction. A Fund could suffer a loss if the counterparty fails to perform the future transaction or otherwise meet its obligations and the Fund is therefore unable to repurchase at the agreed upon price the same or substantially similar mortgage-backed securities it initially sold. A Fund also takes the risk that the mortgage-backed securities that it repurchases at a later date will have less favorable market characteristics than the securities originally sold (e.g., greater prepayment risk).
A Fund intends to enter into mortgage dollar rolls only with high quality securities dealers and banks as determined by the Adviser or sub-adviser. Although rolls could add leverage to a Fund’s portfolio, the Fund does not consider the purchase and/or sale of a mortgage dollar roll to be a borrowing for purposes of the Fund’s fundamental restrictions or other limitations on borrowing.
U.S. Treasury rolls. In U.S. Treasury rolls, a Fund sells U.S. Treasury securities and buys back “when-issued” U.S. Treasury securities of slightly longer maturity for simultaneous settlement on the settlement date of the “when-issued” U.S. Treasury security. Two potential advantages of this strategy are (1) a Fund can regularly and incrementally adjust its weighted average maturity of its portfolio securities (which otherwise would constantly diminish with the passage of time); and (2) in a normal yield curve environment (in which shorter maturities yield less than longer maturities) a gain in yield to maturity can be obtained along with the desired extension.
During the period before the settlement date, a Fund continues to earn interest on the securities it is selling. It does not earn interest on the securities that it is purchasing until after the settlement date. The Fund could suffer an opportunity loss if the counterparty to the roll failed to perform its obligations on the settlement date, and if market conditions changed adversely. A Fund will generally enter into U.S. Treasury rolls only with government securities dealers recognized by the Federal Reserve Board or with member banks of the Federal Reserve System.
MUNICIPAL SECURITIES. Municipal securities are generally issued to finance public works such as airports, bridges, highways, housing, hospitals, mass transportation projects, schools, streets, and water and sewer works. They are also issued to repay outstanding obligations, to raise funds for general operating expenses, and to make loans to other public institutions and facilities.
Municipal securities include industrial development bonds issued by or on behalf of public authorities to provide financing aid to acquire sites or construct and equip facilities for privately or publicly owned corporations. The availability of this financing encourages these corporations to locate within the sponsoring communities and thereby increases local employment.
Municipal securities can be classified into two principal categories: “general obligation” bonds and other securities and “revenue” bonds and other securities. General obligation bonds are secured by the issuer’s full faith, credit and taxing power for the payment of principal and interest. The issuer must impose and collect taxes sufficient to pay principal and interest on the bonds. However, the issuer’s authority to impose additional taxes may be limited by its charter or state law.
Special revenue bonds are payable only from the revenues derived from a particular facility or class of facilities or, in some cases, from the proceeds of a special excise tax or other specific revenue source, such as the user of the facility being financed. Bondholders may not collect from the municipality’s general taxes or revenues. For example, a municipality may issue bonds to build a toll road and pledge the tolls to repay the bonds. Therefore, a shortfall in the tolls normally would result in a default on the bonds. Private activity bonds are special revenue bonds used to finance private entities. For example, a municipality may issue bonds to finance a new factory to improve its local economy. The municipality would lend the proceeds from its bonds to the company using the factory, and the company would agree to make loan payments sufficient to repay the bonds. The bonds would be payable solely from the company’s loan payments, not from any other revenues of the municipality. Therefore, any default on the loan normally would result in a default on the bonds. Although Fund distributions attributable to interest on private activity bonds generally are not subject to regular federal income tax, such distributions generally are subject to the federal alternative minimum tax. Tax increment financing
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(“TIF”) bonds are payable from increases in taxes or other revenues attributable to projects financed by the bonds. For example, a municipality may issue TIF bonds to redevelop a commercial area. The TIF bonds would be payable solely from any increase in sales taxes collected from merchants in the area. The bonds could default if merchants’ sales, and related tax collections, failed to increase as anticipated. Municipal securities also may include “moral obligation” securities, which normally are issued by special purpose public authorities. If the issuer of moral obligation securities is unable to meet its debt service obligations from current revenues, it may draw on a reserve fund, the restoration of which is a moral commitment but not a legal obligation of the governmental entity that created the special purpose public authority.
Investing in municipal securities is subject to certain risks. There are variations in the quality of municipal securities, both within a particular classification and between classifications, and the rates of return on municipal securities can depend on a variety of factors, including general money market conditions, the financial condition of the issuer, general conditions of the municipal bond market, the size of a particular offering, the maturity of the obligation, and the rating of the issue. The ratings of NRSROs represent their opinions as to the quality of municipal securities. It should be emphasized, however, that these ratings are general and are not absolute standards of quality, and municipal securities with the same maturity, interest rate, and rating may have different rates of return while municipal securities of the same maturity and interest rate with different ratings may have the same rate of return.
The payment of principal and interest on most municipal securities purchased by a Fund will depend upon the ability of the issuers to meet their obligations. Each state, each of their political subdivisions, municipalities, and public authorities, as well as the District of Columbia, Puerto Rico, Guam, and the Virgin Islands, is a separate “issuer.” An issuer’s obligations under its municipal securities are subject to the provisions of bankruptcy, insolvency, and other laws affecting the rights and remedies of creditors, such as the United States Bankruptcy Code. The power or ability of an issuer to meet its obligations for the payment of interest on and principal of its municipal securities may be materially adversely affected by litigation or other conditions.
A Fund may purchase municipal securities covered by insurance which guarantees the timely payment of principal at maturity and interest (but not the value of the bonds before they mature) on such securities. These insured municipal securities are either (1) covered by an insurance policy applicable to a particular security, whether obtained by the issuer of the security or by a third party (Issuer-Obtained Insurance) or (2) insured under master insurance policies issued by municipal bond insurers, which may be purchased by the Fund. The premiums for the policies may be paid by the Fund and the yield on the Fund’s investments may be reduced thereby.
A Fund may require or obtain municipal bond insurance when purchasing municipal securities which would not otherwise meet the Fund’s quality standards. A Fund may also require or obtain municipal bond insurance when purchasing or holding specific municipal securities, when, in the opinion of the Adviser or sub-advisers, such insurance would benefit the Fund (for example, through improvement of portfolio quality or increased liquidity of certain securities). Issuer-Obtained Insurance policies are non-cancelable and continue in force as long as the municipal securities are outstanding and their respective insurers remain in business. If a municipal security is covered by Issuer-Obtained Insurance, then such security need not be insured by the policies purchased by the Fund.
Specific types of municipal securities include municipal bonds, municipal notes and municipal leases:
MUNICIPAL BONDS. Municipal bonds are debt obligations of a governmental entity that obligate the municipality to pay the holder a specified sum of money at specified intervals and to repay the principal amount of the loan at maturity.
CALIFORNIA MUNICIPAL BONDS. The California Municipal Bond Fund may be particularly affected by political, economic or regulatory developments affecting the ability of California tax-exempt issuers to pay interest or repay principal.
Provisions of the California Constitution and State statutes that limit the taxing and spending authority of California governmental entities may impair the ability of California governmental issuers to maintain debt service on their obligations. Future California political and economic developments, constitutional amendments, legislative measures, executive orders, administrative regulations, litigation and voter initiatives as well as environmental events could have an adverse effect on the debt obligations of California issuers. The information set forth below constitutes only a brief summary of a number of complex factors that may impact issuers of California Municipal Bonds. The information is derived from sources that are generally available to investors, including information promulgated by the State’s Department of Finance, the State’s Treasurer’s Office, and the Legislative Analyst’s Office. The information is intended to give a recent historical description and is not intended to indicate future or continuing trends in the financial or other positions of California. Such information has not been independently verified by the Fund, and the Fund assumes no responsibility for the completeness or accuracy of such information. It should be noted that the financial strength of local California issuers and the creditworthiness of obligations issued by local California issuers are not directly related to the financial strength of
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the State or the creditworthiness of obligations issued by the State, and there is no obligation on the part of the State to make payment on such local obligations in the event of default.
Certain debt obligations held by the Fund may be obligations of issuers that rely in whole or in substantial part on California state government revenues for the continuance of their operations and payment of their obligations. Whether and to what extent the California Legislature will continue to appropriate a portion of the State’s General Fund to counties, cities and their various entities, which depend upon State government appropriations, is not entirely certain. To the extent local entities do not receive money from the State government to pay for their operations and services, their ability to pay debt service on obligations held by the Fund may be impaired.
Certain tax-exempt securities in which the Fund may invest may be obligations payable solely from the revenues of specific institutions, or may be secured by specific properties, which are subject to provisions of California law that could adversely affect the holders of such obligations. For example, the revenues of California health care institutions may be subject to state laws, and California law limits the remedies of a creditor secured by a mortgage or deed of trust on real property.
Relative to other states, California has for many years imposed a very high state and local tax burden on residents. The burden of state and local taxation, in combination with the many other causes of regional economic dislocation, has contributed to the decisions of some businesses and individuals to relocate outside of, or not locate within, California. The economic and financial condition of the State also may be affected by various financial, social, economic, environmental and political factors. For example, the electronics and technology industry is more central to California’s economy than to the national economy, therefore any significant decline in the electronics and technology industry could adversely affect the State’s income and employment levels. Furthermore, such financial, social, economic, environmental and political factors can be very complex, may vary from year to year and can be the result of actions taken not only by the State and its agencies and instrumentalities, but also by entities, such as the Federal government, that are not under the control of the State.
California’s economy has major components in advanced electronics and computer technology, trade, entertainment, manufacturing, government, tourism, construction and services, and may be sensitive to economic factors affecting those industries.
California has experienced a number of natural disasters in recent years, including devastating wildfires, for which the State has received, and anticipates further receipt of, Federal disaster aid. However, there can be no assurance that anticipated Federal disaster aid will be provided to the State, or that such Federal disaster aid, if provided, will be for the full amount estimated or on the timeline expected.
California’s real gross domestic product (“GDP”) increased by 6.3% in 2018, and totaled nearly $3 trillion, making California the fifth largest economy in the world. As the labor market is tightening, job growth has been gradually slowing, with an average monthly gain of 23,000 nonfarm jobs in 2018, following average monthly gains of 32,000 in 2017 and 29,000 in 2016. Despite the increase in the minimum wage, lower-wage sectors, such as leisure and hospitality, and educational and health services continued to grow in 2018. The unemployment rate in November 2019 was 3.9% and is expected to remain low despite the increases in state and certain local minimum wages. Average wages are rising but at a slower rate than in previous periods of very low unemployment.
On June 27, 2019, the California State Budget for fiscal year 2019-20 was signed into law (“Enacted Budget”). The Enacted Budget projects that General Fund revenues and transfers will be $143.8 billion and expenditures will be $147.8 billion. The Enacted Budget states that the General Fund began fiscal year 2018-19 with a surplus balance of $11.4 billion, and projects that the General Fund will begin fiscal year 2019-20 with a surplus of approximately $6.8 billion. The projected fiscal year 2019-20 General Fund revenues and transfers are 4.2% greater than the revised fiscal year 2018-19 estimate of $138.0 billion, while the projected fiscal year 2019-20 expenditures are 3.6% greater than the revised fiscal year 2018-19 estimate of $142.7 billion.
The Governor released the proposed budget for fiscal year 2020-21 on January 10, 2020 (“Governor’s Budget”). The Governor’s Budget focused on continuing to maintain a balanced budget while building California’s rainy day fund. In addition, the Governor’s Budget also focused on addressing the affordability of, and increasing access, to healthcare, and supporting an increase to the state’s minimum wage. The Governor’s Budget also allocated funding to programs intended to enhance the state’s emergency response capabilities and to address homelessness and spur housing development in the State.
The Governor’s Budget projected that General Fund revenues and transfers would be $151.6 billion and expenditures would be $153.1 billion. The Governor’s Budget stated that the General Fund began fiscal year 2019-20 with a surplus balance of
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$8.5 billion, and projected that the General Fund would begin fiscal year 2020-21 with a surplus of approximately $5.2 billion. The projected fiscal year 2020-21 General Fund revenues and transfers were 3.5% greater than the revised fiscal year 2019-20 estimate of $146.5 billion, while the projected fiscal year 2020-21 expenditures were 2.2% greater than the revised fiscal year 2019-20 estimate of $149.8 billion.
The LAO released its report on the Governor’s Budget on January 13, 2020. In the report, the LAO indicated that California enjoys a healthy fiscal situation but cautioned that the budget’s multiyear outlook is subject to considerable uncertainty, noting that federal decisions around healthcare financing and a cooling economy could weaken the budget’s condition by billions of dollars. The LAO also noted that, unlike previous budgets, the Governor’s Budget does not dedicate a sizeable portion of available surpluses to building more discretionary reserves and encourages the Legislature to determine whether it is satisfied with the level of reserves proposed by the Governor. The LAO further notes that under the administration’s projections, California would have small operating surpluses in the out years and encourages the Legislature to maintain a positive operating balance in its own multiyear budget plans.
Moody’s, S&P and Fitch assign ratings to California’s long-term general obligation bonds, which represent their opinions as to the quality of the municipal bonds they rate. As of February 13, 2020, California’s general obligation bonds were assigned ratings of Aa2, AA- and AA- by Moody’s, S&P and Fitch, respectively. The ratings agencies continue to monitor the State’s budget deliberations closely to determine whether to alter the ratings. It should be recognized that these ratings are not an absolute standard of quality, but rather general indicators. Such ratings reflect only the view of the originating rating agencies, from which an explanation of the significance of such ratings may be obtained. There is no assurance that a particular rating will continue for any given period of time or that any such rating will not be revised downward or withdrawn entirely if, in the judgment of the agency establishing the rating, circumstances so warrant. A downward revision or withdrawal of such ratings, or either of them, may affect the market price of the State municipal obligations in which the Fund invests.
California is a party to numerous legal proceedings, many of which normally occur in governmental operations and which, if decided against California, might require California to make significant future expenditures or impair future revenue sources.
Constitutional and statutory amendments as well as budget developments may affect the ability of California issuers to pay interest and principal on their obligations. The overall effect may depend upon whether a particular California tax-exempt security is a general or limited obligation bond and on the type of security provided for the bond. It is possible that measures affecting the taxing or spending authority of California or its political subdivisions may be approved or enacted in the future.
NEW YORK MUNICIPAL BONDS. The New York Municipal Bond Fund may be particularly affected by political, economic or regulatory developments affecting the ability of New York tax-exempt issuers to pay interest or repay principal. Investors should be aware that certain issuers of New York tax-exempt securities have at times experienced serious financial difficulties. A reoccurrence of these difficulties may impair the ability of certain New York issuers to maintain debt service on their obligations. The following information provides only a brief summary of the complex factors affecting the financial situation in New York and is derived from sources that are generally available to investors, including the New York State Division of the Budget and the New York City Office of Management and Budget. The information is intended to give a recent historical description and is not intended to indicate future or continuing trends in the financial or other positions of New York. Such information has not been independently verified by the Fund and the Fund assumes no responsibility for the completeness or accuracy of such information. It should be noted that the creditworthiness of obligations issued by local New York issuers may be unrelated to the creditworthiness of obligations issued by New York City and State agencies, and that there is no obligation on the part of New York State to make payment on such local obligations in the event of default.
Relative to other states, New York has for many years imposed a very high state and local tax burden on residents. The burden of state and local taxation, in combination with the many other causes of regional economic dislocation, has contributed to the decisions of some businesses and individuals to relocate outside of, or not locate within, New York. The economic and financial condition of the State also may be affected by various financial, social, economic, environmental and political factors. For example, the securities industry is more central to New York’s economy than to the national economy, therefore any significant decline in stock market performance could adversely affect the State’s income and employment levels. Furthermore, such financial, social, economic, environmental and political factors can be very complex, may vary from year to year and can be the result of actions taken not only by the State and its agencies and instrumentalities, but also by entities, such as the Federal government, that are not under the control of the State.
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The fiscal stability of New York State is related to the fiscal stability of the State’s municipalities, its agencies and authorities (which generally finance, construct and operate revenue-producing public benefit facilities). This is due in part to the fact that agencies, authorities and local governments in financial trouble often seek State financial assistance. In the event that New York City or any of its agencies or authorities suffers serious financial difficulty, the ability of the State, New York City, and the State’s political subdivisions, agencies and authorities to obtain financing in the public credit markets, and the market price of outstanding New York tax-exempt securities, may be adversely affected.
State actions affecting the level of receipts and disbursements, the relative strength of the State and regional economies and actions of the Federal government may create budget gaps for the State. Moreover, even an ostensibly balanced budget may still contain several financial risks. These risks include the impact of broad economic factors, additional spending needs, revenues that may not materialize and proposals to reduce spending or raise revenues that have been previously rejected by the Legislature. To address a potential imbalance in any given fiscal year, the State would be required to take actions to increase receipts and/or reduce disbursements as it enacts the budget for that year. Under the State Constitution, the Governor is required to propose a balanced budget each year. There can be no assurance, however, that the Legislature will enact such proposals or that the State’s actions will be sufficient to preserve budgetary balance in a given fiscal year or to align recurring receipts and disbursements in future fiscal years. The fiscal stability of the State is related to the fiscal stability of its public authorities. Authorities have various responsibilities, including those that finance, construct and/or operate revenue-producing public facilities. Authorities may issue bonds and notes within the amounts and restrictions set forth in their respective legislative authorization.
Authorities are generally supported by revenues generated by the projects financed or operated, such as tolls charged for use of highways, bridges or tunnels; charges for electric power, electric and gas utility services; rentals charged for housing units and charges for occupancy at medical care facilities. In addition, State legislation authorizes several financing techniques for authorities. Also, there are statutory arrangements providing for State local assistance payments otherwise payable to localities, to be made under certain circumstances directly to the authorities. Although the State has no obligation to provide additional assistance to localities whose local assistance payments have been paid to authorities under these arrangements, if local assistance payments are diverted the affected localities could seek additional State assistance. Some authorities also receive monies from State appropriations to pay for the operating costs of certain of their programs.
Over the near and long term, New York State and New York City may face economic problems. New York City accounts for a large portion of the State’s population and personal income, and New York City’s financial health affects the State in numerous ways. New York City continues to require significant financial assistance from the State and depends on State aid to both enable it to balance its budget and to meet its cash requirements. The State could also be affected by the ability of the City to market its securities successfully in the public credit markets.
The State has experienced a number of natural disasters in recent years, for which the State has received, and anticipates further receipt of, Federal disaster aid. However, there can be no assurance that anticipated Federal disaster aid will be provided to the State, or that such Federal disaster aid, if provided, will be for the full amount estimated or on the timeline expected.
Although the State’s economy continues to show signs of growth, there are significant risks to the State’s economic forecast, including, but not limited to, the effects of: general economic and business conditions; changes in political, social, economic, and environmental conditions, including climate change and extreme weather events; national and international events; ongoing financial instability in the Euro Zone; major terrorist events, hostilities or war; changes in consumer confidence, oil supplies and oil prices; cyber security attacks; Federal statutory and regulatory changes concerning financial sector activities; impediments to the implementation of gap-closing actions; regulatory initiatives and compliance with governmental regulations; litigation; Federal tax law changes; actions by the Federal government to reduce or disallow expected aid, including Federal aid authorized or appropriated by Congress but subject to sequestration, administrative actions, or other actions that would reduce aid to the State; shifts in monetary policy affecting interest rates and the financial markets; and various other events, conditions and circumstances.
The State projects total private sector employment growth of 1.4% for 2019 and modest private sector growth of 1.2% for 2020. The State projects that wages will increase 3.6% for 2020, accompanied by total personal income growth of 3.6%. The State’s unemployment rate as of November 2019 was 4.0%, which was down from 3.9% in November 2018. The State’s unemployment rate was above the national average of 3.5% in November 2019.
On January 21, 2020, the Governor released the proposed budget for FY 2021 (“Executive Budget”) The estimated total General Fund receipts for the Executive Budget are projected to be $81.3 billion for FY 2021, an annual increase of $3.0 billion, or 3.8%, from FY 2020 projections. These receipts consisted of $52.8 billion in personal income tax revenues (an increase of 7.2% from FY 2020), $14.8 billion in consumption/use tax receipts (an increase of 1.7% from FY 2020) and
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$7.2 billion in business tax receipts (an increase of 12.9% from FY 2020). The increase in personal income tax is primarily attributable to growth in withholding, current estimated payments for the 2020 tax year, extension payments for the 2019 tax year, final returns and delinquencies and a decline in total refunds. The increase in consumption/use tax is primarily attributable to projected sales tax base growth of 3.8% and an additional $148 million in projected revenue related to the full-year impact of FY 2020 Enacted Budget legislation and certain Department of Taxation and Finance guidance associated with the U.S. Supreme Court Wayfair ruling, which held that states may charge tax on purchases from out of state sellers even if the seller does not have a physical presence in the taxing state. The increase in business tax receipts is primarily attributable to growth in corporation franchise tax receipts, driven by higher gross receipts and lower refunds. Against these revenues and transfers, the Executive Budget included approximately $81.9 billion in General Fund disbursements.
In February 2020, the State’s Division of Budget (“DOB”) issued an updated Executive Budget Financial Plan, which includes projections for fiscal years (“FY”) 2020 through 2024 (“Updated Financial Plan”). The Updated Financial Plan projects a budget gap of approximately $6.07 billion for FY 2021. To resolve this budget gap, the Governor’s proposed FY 2021 gap-closing plan includes approximately: $2.5 billion of Medicaid savings; $1.8 billion in local assistance savings; $359 million of reduced spending for agency operations; and $252 million of other savings or reductions. The budget gap represents the difference between: (a) the projected General Fund disbursements, including transfers to other funds, needed to maintain anticipated service levels and specific commitments; and (b) the expected level of resources to pay for them.
New York City has the largest population of any city in the U.S., and it is obligated to maintain a complex, varied and aging infrastructure. The City bears responsibility for more school buildings, firehouses, health facilities, community colleges, roads, bridges, libraries, and police precincts than any other municipality in the country.
New York City’s general debt limit, as provided in the New York State Constitution, is 10 percent of the five-year rolling average of the full value of taxable City real property. The City’s FY 2020 general debt-incurring power of $116.27 billion is projected to increase to $123.01 billion in FY 2021, to $129.93 billion in FY 2022, and to $136.50 billion by FY 2023. The City’s general obligation debt outstanding was $35.06 billion as of July 2019. After including contract and other liability and adjusting for appropriations, the City’s indebtedness that is counted toward the debt limit totaled $74.71 billion as of July 2019. This indebtedness is expected to grow to $101.94 billion by the beginning of FY 2023. The City is projected to have remaining debt-incurring capacity of $41.59 billion on July 1, 2020, $39.24 billion on July 1, 2021, and $34.56 billion on July 1, 2022.
In addition to general obligation bonds, the City maintains several additional credits, including bonds issued by the New York City Transitional Finance Authority (“NYCTFA”) and Tobacco Settlement Asset Securitization Corporation (“TSASC”). At the end of FY 2019, NYCTFA debt backed by personal income tax revenues accounted for $38.51 billion of debt. In July 2009, the State Legislature granted NYCTFA the authority to issue additional debt for general capital purposes. This additional borrowing above the initial $13.5 billion limit is secured by personal income tax revenues and counted under the City’s general debt limit. In addition to this capacity, the NYCTFA is authorized to issue up to $9.4 billion of Building Aid Revenue Bonds (BARBs) for education purposes. As of the end of FY 2019, there were $8.11 billion of BARBs outstanding. Debt service for these bonds is supported by State building aid revenues. At the end of FY 2019, TSASC debt totaled $1.05 billion. The growth in NYC debt outstanding has increased from $39.55 billion to $91.58 billion, or by 132%, from FY 2000 to FY 2019. Over this same period, the growth in New York City personal income was 117% and New York City local tax revenues was 174%. Based on an analysis of financial statements released by other jurisdictions in FY 2018, New York City’s debt burden per capita was more than twice the average of a sample of large U.S. cities.
As of February 13, 2020, New York State’s general obligation bonds are rated AA+, Aa1, and AA+ by S&P, Moody’s, and Fitch, respectively. As of February 15, 2019, New York City’s general obligation debt was rated AA by S&P, Aa2 by Moody’s, and AA by Fitch. Such ratings reflect only the view of the originating rating agencies, from which an explanation of the significance of such ratings may be obtained. There is no assurance that a particular rating will continue for any given period of time or that any such rating will not be revised downward or withdrawn entirely if, in the judgment of the agency originally establishing the rating, circumstances so warrant. A downward revision or withdrawal of such ratings, or either of them, may have an effect on the market price of the State municipal obligations in which the Fund invests.
MUNICIPAL NOTES. Municipal notes may be issued by governmental entities and other tax-exempt issuers in order to finance short-term cash needs or, occasionally, to finance construction. Most municipal notes are general obligations of the issuing entity payable from taxes or designated revenues expected to be received within the relevant fiscal period. Municipal notes generally have maturities of one year or less. Municipal notes can be subdivided into two sub-categories: (i) municipal commercial paper and (ii) municipal demand obligations.
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Municipal commercial paper typically consists of very short-term unsecured negotiable promissory notes that are sold, for example, to meet seasonal working capital or interim construction financing needs of a governmental entity or agency. While these obligations are intended to be paid from general revenues or refinanced with long-term debt, they frequently are backed by letters of credit, lending agreements, note repurchase agreements or other credit facility agreements offered by banks or institutions.
Municipal demand obligations can be subdivided into two general types: variable rate demand notes and master demand obligations. Variable rate demand notes are tax-exempt municipal obligations or participation interests that provide for a periodic adjustment in the interest rate paid on the notes. They permit the holder to demand payment of the notes, or to demand purchase of the notes at a purchase price equal to the unpaid principal balance, plus accrued interest either directly by the issuer or by drawing on a bank letter of credit or guaranty issued with respect to such note. The issuer of the municipal obligation may have a corresponding right to prepay at its discretion the outstanding principal of the note plus accrued interest upon notice comparable to that required for the holder to demand payment. The variable rate demand notes in which a Fund may invest are payable, or are subject to purchase, on demand usually on notice of seven calendar days or less. The terms of the notes generally provide that interest rates are adjustable at intervals ranging from daily to six months. A Fund treats demand instruments as short-term securities, because their variable interest rate adjusts in response to changes in market rates, even though their stated maturity may extend beyond thirteen months.
Master demand obligations are tax-exempt municipal obligations that provide for a periodic adjustment in the interest rate paid and permit daily changes in the amount borrowed. The interest on such obligations is, in the opinion of counsel for the borrower, excluded from gross income for federal income tax purposes (but not necessarily for alternative minimum tax purposes). Although there is no secondary market for master demand obligations, such obligations are not considered by a Fund to be illiquid because they are payable upon demand.
MUNICIPAL LEASES. Municipal lease obligations are participations in privately arranged loans to state or local government borrowers. In general, such loans are unrated, in which case they will be determined by the Adviser or sub-advisers to be of comparable quality at the time of purchase to rated instruments that may be acquired by a Fund. Frequently, privately arranged loans have variable interest rates and may be backed by a bank letter of credit. In other cases, they may be unsecured or may be secured by assets not easily liquidated. Moreover, such loans in most cases are not backed by the taxing authority of the issuers and may have limited marketability or may be marketable only by virtue of a provision requiring repayment following demand by the lender.
Although lease obligations do not constitute general obligations of the municipal issuer to which the government’s taxing power is pledged, a lease obligation ordinarily is backed by the government’s covenant to budget for, appropriate, and make the payments due under the lease obligation. However, certain lease obligations contain “non-appropriation” clauses that provide that the government has no obligation to make lease or installment purchase payments in future years unless money is appropriated for such purpose on a periodic basis. In the case of a “non-appropriation” lease, a Fund’s ability to recover under the lease in the event of non-appropriation or default likely will be limited to the repossession of the leased property in the event that foreclosure proves difficult.
MUNICIPAL HOUSING BONDS. Municipal Housing Bonds are municipal bonds issued by state and municipal authorities established to purchase single family and other residential mortgages from commercial banks and other lending institutions within the applicable state or municipality. Generally, the authorities are not entitled to state or municipal appropriations from general tax revenues. As a result, and because investors in Municipal Housing Bonds receive repayments of principal as the underlying mortgages are paid prior to maturity, the yields obtainable on such Bonds exceed those of other similarly rated Municipal Bonds. As most Municipal Housing Bonds are secured only by the mortgages purchased, bonds used to purchase mortgages that are either insured by the Federal Housing Administration (the “FHA”) or guaranteed by the U.S. Department of Veterans Affairs (the “VA”) will have less risk of loss of principal than bonds used to purchase comparable mortgages that are not insured by the FHA or guaranteed by the VA. There may be similar factors affecting the mortgagor’s ability to maintain payments under the underlying mortgages regardless of the bond’s geography. Such factors could include changes in national and state policies relating to transfer payments such as unemployment insurance and welfare, and adverse economic developments, particularly those affecting less skilled and low income workers.
NON-DIVERSIFICATION STATUS. The California Municipal Bond Fund and the New York Municipal Bond Fund are non-diversified, which generally means that they may invest a greater percentage of their total assets in the securities of fewer issuers than a “diversified” fund. This increases the risk that a change in the value of any one investment held by the Funds could affect the overall value of the Funds more than it would affect that of a diversified fund holding a greater number of investments. Accordingly, the Funds’ value will likely be more volatile than if they were diversified funds.
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PREFERRED STOCKS. Preferred stock represents an equity interest in a company that generally entitles the holder to receive, in preference to the holders of other stocks such as common stocks, dividends and a fixed share of the proceeds resulting from a liquidation of the company. The rights of preferred stock on the distribution of a corporation’s assets in the event of liquidation are generally subordinate to the rights associated with a corporation’s debt securities. Preferred shares are subject to issuer-specific and market risks applicable generally to equity securities. In addition, a company’s preferred stock generally pays dividends only after the company makes required payments to holders of its bonds and other debt. For this reason, the value of preferred stocks will usually react more strongly than bonds and other debt to actual or perceived changes in the company’s financial condition or prospects. Preferred stocks of smaller companies may be more vulnerable to adverse developments than those of larger companies.
PRIVATE PLACEMENTS AND OTHER RESTRICTED SECURITIES. Private placement securities are securities that have been privately placed and are not registered under the Securities Act of 1933, as amended (the “1933 Act”). They are eligible for sale only to certain eligible investors. Private placements often may offer attractive opportunities for investment not otherwise available on the open market. Private placement and other “restricted” securities often cannot be sold to the public without registration under the 1933 Act or the availability of an exemption from registration (such as Rules 144 or 144A), or they are “not readily marketable” because they are subject to other legal or contractual delays in or restrictions on resale.
Private placements typically may be sold only to qualified institutional buyers (or, in the case of the initial sale of certain securities, such as those issued in collateralized debt obligations or collateralized loan obligations, to accredited investors (as defined in Rule 501(a) under the 1933 Act)), or in a privately negotiated transaction or to a limited number of purchasers, or in limited quantities after they have been held for a specified period of time and other conditions are met pursuant to an exemption from registration.
Investing in private placement and other restricted securities is subject to certain risks. Private placements may be considered illiquid investments. Private placements typically are subject to restrictions on resale as a matter of contract or under federal securities laws. Because there may be relatively few potential purchasers for such securities, especially under adverse market or economic conditions or in the event of adverse changes in the financial condition of the issuer, a Fund could find it more difficult to sell such securities when it may be advisable to do so or it may be able to sell such securities only at prices lower than if such securities were more widely held. At times, it also may be more difficult to determine the fair value of such securities for purposes of computing a Fund’s NAV due to the absence of a trading market.
QUANTITATIVE INVESTMENT STRATEGY RISK. A Fund may invest in securities using a quantitative process. The success of this strategy depends on the effectiveness of the process in screening securities for inclusion in the Fund’s portfolios. The factors used in the quantitative analysis and the weight placed on these factors may not be predictive of a security’s value. The impact of risk and quantitative metrics on a security’s performance can be difficult to predict, and securities that previously possessed certain desirable characteristics may not continue to demonstrate those same characteristics in the future. Relying on risk and quantitative models entails the risks that the models themselves may be limited or incorrect, that the data on which the models rely may be incorrect or incomplete, and that the Adviser may not be successful in selecting securities for investment or determining the weighting of particular securities in the Fund. Any of these factors could cause the Fund to underperform funds with similar strategies that do not select stocks through the use of risk-based and/or quantitative models. International investments can be riskier than U.S. investments due to the adverse effects of currency exchange rates, differences in market structure and liquidity, as well as specific country, regional and economic developments. These risks are generally greater for investments in emerging markets.
REAL ESTATE INVESTMENT TRUSTS. Real estate investment trusts, or REITs, are pooled investment vehicles that own, and usually operate, income-producing real estate. Some REITs also finance real estate. REITs are subject to management fees and other expenses, and so a Fund that invests in REITs will bear its proportionate share of the costs of the REITs’ operations. REITs are not diversified and are heavily dependent on cash flow.
An investment in a REIT is subject to the risks that impact the value of the underlying assets of the REIT. These risks include loss to casualty or condemnation, and changes in supply and demand, interest rates, zoning laws, regulatory limitations on rents, property taxes and operating expenses. Other factors that may adversely affect REITs include poor performance by management of the REIT, changes to the tax laws, or failure by the REIT to qualify for preferential treatment under the Code. REITs are also subject to default by borrowers and self-liquidation, and are heavily dependent on cash flow. Some REITs lack diversification because they invest in a limited number of properties, a narrow geographic area, or a single type of property. Mortgage REITs may be impacted by the quality of the credit extended, inflation, and changes in market interest rates.
ROYALTY TRUSTS. Royalty trusts are structured similarly to REITs. A royalty trust generally acquires an interest in natural resource companies or chemical companies and distributes the income it receives to the investors of the royalty trust. A part or all of the income distributed to investors may be tax deferred.
REPURCHASE AGREEMENTS. Repurchase agreements are agreements under which a Fund acquires a security for a relatively short period of time subject to the obligation of a seller to repurchase and the Fund to resell such security at a fixed time and price
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(representing the Fund’s cost plus interest). Repurchase agreements also may be viewed as loans made by the Fund that are collateralized by the securities subject to repurchase. Such transactions are monitored to ensure that the value of the underlying securities will be at least equal at all times to the total amount of the repurchase obligation, including any accrued interest.
Repurchase agreements generally are subject to counterparty risk. If a counterparty defaults, a Fund could realize a loss on the sale of the underlying security to the extent that the proceeds of the sale are less than the resale price provided in the repurchase agreement including interest. In the event that a counterparty fails to perform because it is insolvent or otherwise subject to insolvency proceedings against it, a Fund’s right to take possession of the underlying securities would be subject to applicable insolvency law and procedure, including an automatic stay (which would preclude immediate enforcement of the Fund’s rights) and exemptions thereto (which would permit the Fund to take possession of the underlying securities or to void a repurchase agreement altogether). Since it is possible that an exemption from the automatic stay would not be available, the Fund might be prevented from immediately enforcing its rights against the counterparty. Accordingly, if a counterparty becomes insolvent or otherwise subject to insolvency proceedings against it, the Fund may incur delays in or be prevented from liquidating the underlying securities and could experience losses, including the possible decline in value of the underlying securities during the period in which the Fund seeks to enforce its rights thereto, possible subnormal levels of income or lack of access to income during such time, as well as the costs incurred in enforcing the Fund’s rights.
REVERSE REPURCHASE AGREEMENTS. In a reverse repurchase agreement, a Fund sells a security and agrees to repurchase the same security at a mutually agreed upon date and price reflecting the interest rate effective for the term of the agreement. Under a reverse repurchase agreement, the Fund continues to receive any principal and interest payments on the underlying security during the term of the agreement. Pursuant to regulations and/or published positions of the SEC or its staff, a Fund may be required to maintain asset coverage or offsetting positions in connection with reverse repurchase agreements. To the extent a Fund maintains asset coverage in the amount prescribed, such assets cannot be sold while the reverse repurchase agreement is outstanding, unless they are replaced with other suitable assets. As a result, there is a possibility that the reservation of a large percentage of a Fund’s assets could impede portfolio management or a Fund’s ability to meet redemption requests or other current obligations. Reverse repurchase agreements involve the risk that the market value of the portfolio securities transferred may decline below the price at which a Fund is obliged to purchase the securities. In the event the buyer of securities under a reverse repurchase agreement files for bankruptcy or becomes insolvent, a Fund’s use of the proceeds of the agreement may be restricted pending a determination by the other party, or its trustee or receiver, whether to enforce the Fund’s obligation to repurchase the securities.
SHORT SALES. A short sale is a transaction in which a Fund sells a security it does not own in anticipation that the market price of that security will decline. When a Fund makes a short sale, it must borrow the security sold short and deliver it to the broker/dealer through which it made the short sale as collateral for its obligation to deliver the security upon conclusion of the sale. The Fund may have to pay a fee to borrow particular securities and is often obligated to pay over any accrued interest and dividends on such borrowed securities. If the price of the security sold short increases between the time of the short sale and the time that the Fund replaces the borrowed security, the Fund will incur a loss; conversely, if the price declines, the Fund will realize a capital gain. Any gain will be decreased, and any loss increased, by the transaction costs described above. The successful use of short selling may be adversely affected by imperfect correlation between movements in the price of the security sold short and the securities being hedged. Short sales involve the risk that losses may be exaggerated, potentially losing more money than the actual cost of the investment. Also, there is the risk that the third party to the short sale may fail to honor its contract terms, causing a loss to the Fund.
To the extent that a Fund engages in short sales, it will provide collateral to the broker/dealer. A Fund will not sell securities short unless it (1) maintains, or has a right to acquire, an offsetting long position in an equal amount of such securities, or (2) maintains a segregated account consisting of cash or other liquid assets in accordance with applicable laws and regulations. While in a short position, a Fund will retain the securities, rights, or segregated assets. Short selling may accelerate the recognition of gains.
SMALL AND MEDIUM CAPITALIZATION STOCKS. Many small and mid-capitalization companies (“Small and Mid-Cap Companies”) will have had their securities publicly traded, if at all, for only a short period of time and will not have had the opportunity to establish a reliable trading pattern through economic cycles. Investing in small and mid-capitalization stocks may involve greater risk than investing in large capitalization stocks and more established companies, since they can be subject to greater volatility. The price volatility of Small and Mid-Cap Companies is relatively higher than larger, more mature companies. The greater price volatility of Small and Mid-Cap Companies may result from the fact that there may be less market liquidity, less information publicly available or few investors who monitor the activities of these companies. Further, in addition to exhibiting greater volatility, the stocks of Small and Mid-Cap Companies may, to some degree, fluctuate independently of the stocks of large companies. That is, the stocks of Small and Mid-Cap Companies may decline in price as the price of large company stocks rise or vice versa. In addition, the market prices of these securities may exhibit more sensitivity to changes in industry or general economic conditions. Some Small and Mid-Cap Companies will not have been in existence long enough to experience economic cycles or to know whether they are sufficiently well managed to survive downturns or inflationary periods. Further, a variety of factors may affect the success of a company’s business beyond the ability of its management to prepare or compensate for them, including domestic and international
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political developments, government trade and fiscal policies, patterns of trade and war or other military conflict which may affect particular industries, markets or the economy generally.
STANDBY COMMITMENTS. Standby commitments are securities under which a purchaser, usually a bank or broker/dealer, agrees to purchase, for a fee, an amount of a Fund’s municipal obligations. The amount payable by a bank or broker/dealer to purchase securities subject to a standby commitment typically will be substantially the same as the value of the underlying municipal securities. A Fund may pay for standby commitments either separately in cash or by paying a higher price for portfolio securities that are acquired subject to such a commitment. Using standby commitments is subject to certain risks. Standby commitments are subject to the risk that a counterparty will not fulfill its obligation to purchase securities subject to a standby commitment.
STRIPPED SECURITIES. Stripped securities are securities that evidence ownership in either the future interest or principal payments on an instrument. There are many different types and variations of stripped securities. For example, Separate Trading of Registered Interest and Principal Securities (“STRIPs”) can be component parts of a U.S. Treasury security where the principal and interest components are traded independently through DTC, a clearing agency registered pursuant to Section 17A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and created to hold securities for its participants, and to facilitate the clearance and settlement of securities transactions between participants through electronic computerized book-entries, thereby eliminating the need for physical movement of certificates. Treasury Investor Growth Receipts (“TIGERs”) are Treasury securities stripped by brokers. Stripped mortgage-backed securities, or SMBS, also can be issued by the U.S. Government or its agencies. SMBS usually are structured with two or more classes that receive different proportions of the interest and principal distributions from a pool of mortgage-backed assets. Common types of SMBS will be structured so that one class receives some of the interest and most of the principal from the mortgage-backed assets, while another class receives most of the interest and the remainder of the principal. Investing in stripped securities is subject to certain risks. If the underlying obligations experience greater than anticipated prepayments of principal, a Fund may fail fully to recoup its initial investment in such securities. The market value of the class consisting primarily or entirely of principal payments can be especially volatile in response to changes in interest rates. The rates of return on a class of SMBS that receives all or most of the interest are generally higher than prevailing market rates of return on other mortgage-backed obligations because their cash flow patterns also are volatile and there is a greater risk that the initial investment will not be recouped fully.
STRUCTURED INVESTMENTS. Structured investments are interests in entities organized and operated solely for the purpose of restructuring the investment characteristics of a security or securities and then issuing that restructured security. Restructuring involves the deposit with, or purchase by, an entity (such as a corporation or trust) of specified instruments and the issuance by that entity of one or more classes of securities (structured investments) backed by, or representing interests in, the underlying instruments.
Subordinated classes typically have higher yields and present greater risks than unsubordinated classes. The extent of the payments made with respect to structured investments is dependent on the extent of the cash flow on the underlying instruments.
Certain issuers of structured investments may be deemed to be “investment companies” as defined in the 1940 Act. As a result, a Fund’s investment in these structured investments may be limited by the restrictions contained in the 1940 Act. The risks associated with investing in a structured investment are usually tied to the risks associated with investing in the underlying instruments and securities. The risks will also depend upon the comparative subordination of the class held by a Fund, relative to the likelihood of a default on the structured investment. To the extent that a Fund is exposed to default, the Fund’s structured investment may involve risks similar to those of high-yield debt securities. Structured investments typically are sold in private placement transactions, and there currently is no active trading market for structured investments. To the extent such investments are illiquid, they will be subject to the limitation on illiquid investments. These entities typically are organized by investment banking firms that receive fees in connection with establishing each entity and arranging for the placement of its securities. A Fund will indirectly pay its portion of these fees in addition to the fees associated with the creation and marketing of the underlying instruments and securities. If an active investment management component is combined with the underlying instruments and securities in the structured investment, there may be ongoing advisory fees which the Fund’s shareholders would indirectly pay.
U.S. GOVERNMENT SECURITIES. U.S. Government securities include:
· | direct obligations of the U.S. Treasury, such as U.S. Treasury bills, notes, and bonds; |
· | notes, bonds and discount notes issued or guaranteed by U.S. Government agencies and instrumentalities supported by the full faith and credit of the U.S.; |
· | notes, bonds and discount notes of U.S. Government agencies or instrumentalities which receive or have access to federal funding; and |
· | notes, bonds and discount notes of other U.S. Government instrumentalities supported by the credit of the instrumentalities. |
Some U.S. Government securities, such as Treasury bills, notes and bonds, and securities guaranteed by the GNMA, are supported by the full faith and credit of the United States; others, such as securities issued by FHLMC, FNMA and the Federal Home Loan Banks
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are neither insured nor guaranteed by the U.S. Government. However, these securities may be supported by the ability to borrow from the U.S. Treasury or by the credit of the issuing agency, authority, instrumentality or enterprise and, as a result, are subject to greater credit risk than securities issued or guaranteed by the U.S. Treasury. On September 7, 2008, the FHFA was appointed to be the conservator of FHLMC and FNMA for an indefinite period. As conservator, the FHFA will control and oversee the entities until the FHFA deems them financially sound and solvent, and the U.S. Department of Treasury has attempted to enhance the ability of these entities to meet their obligations. The U.S. Government and its agencies and instrumentalities do not guarantee the market value of their securities; consequently, the value of such securities will fluctuate. This may be the case especially when there is any controversy or ongoing uncertainty regarding the status of negotiations in the United States Congress to increase the statutory debt ceiling. If the United States Congress is unable to negotiate an adjustment to the statutory debt ceiling, there is also the risk that the U.S. Government may default on payments on certain U.S. Government securities, including those held by the Funds, which could have a material negative impact on the Funds.
TEMPORARY INVESTMENTS. A Fund may hold cash or money market instruments, or take other defensive investment positions, when the Adviser or sub-advisers: (i) are unable to locate favorable investment opportunities; (ii) determine that a temporary defensive position is advisable or necessary in order to meet anticipated redemption requests, in order to manage large cash inflows, or minimize potential losses during adverse market, economic, political, or other conditions or for other reasons; or (iii) are implementing a revised investment strategy for a given Fund. When a Fund engages in such strategies, it may not achieve its investment objective and such strategies may be inconsistent with a Fund’s principal investment strategies. During these times, the portfolio managers may make frequent portfolio holding changes, which could result in increased trading expenses and taxes, and decreased Fund performance.
VARIABLE RATE DEMAND NOTES. Variable rate demand notes are long-term corporate debt instruments that have variable or floating interest rates and provide a Fund with the right to tender the security for repurchase at its stated principal amount plus accrued interest. Such securities typically bear interest at a rate that is intended to cause the securities to trade at par. The interest rate may float or be adjusted at regular intervals (ranging from daily to annually), and is normally based on an interest rate index or a published interest rate. Many variable rate demand notes allow a Fund to demand the repurchase of the security on not more than seven days prior notice. Other notes only permit a Fund to tender the security at the time of each interest rate adjustment or at other fixed intervals.
WARRANTS AND RIGHTS. Warrants give a Fund the option to buy the issuer’s stock or other equity securities at a specified price. A Fund may buy the designated shares by paying the exercise price before the warrant expires. Warrants may become worthless if the price of the stock does not rise above the exercise price by the expiration date. Rights are the same as warrants, except they are typically issued to existing stockholders.
WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS. These transactions are made to secure what is considered to be an advantageous price or yield. Settlement dates may be a month or more after entering into these transactions, and the market values of the securities purchased may vary from the purchase prices. Other than normal transaction costs, no fees or expenses are incurred. However, liquid assets of a Fund are segregated on a Fund’s records at the trade date in an amount sufficient to make payment for the securities to be purchased. These assets are marked to market daily and are maintained until the transaction has been settled.
ZERO COUPON, PAY-IN-KIND AND STEP-COUPON SECURITIES. Zero coupon bonds are bonds sold at a discount to their stated value and do not pay any periodic interest. Pay-in-kind securities normally give the issuer an option to pay cash at a coupon payment date or give the holder of the security a similar security with the same coupon rate and a face value equal to the amount of the coupon payment that would have been made. Step-coupon securities trade at a discount from their face value and pay coupon interest. The coupon rate is paid according to a schedule for a series of periods, typically lower for an initial period and then increasing to a higher coupon rate thereafter. The discount from the face amount or par value depends on the time remaining until cash payments begin, prevailing interest rates, liquidity of the security and the perceived credit quality of the issue.
Generally, the market prices of zero coupon, step coupon and pay-in-kind securities are more volatile than the prices of securities that pay interest periodically and in cash and are likely to respond to changes in interest rates to a greater degree than other types of debt securities having similar maturities and credit quality. Under many market conditions, investments in zero coupon, step-coupon and pay-in-kind securities may be illiquid, making it difficult for a Fund to dispose of them or to determine their current value.
REGULATORY EVENTS. Legal, tax and regulatory changes could occur that may adversely affect each Fund and its ability to pursue its investment strategies and/or increase the costs of implementing such strategies. The U.S. Government, the Federal Reserve, the Treasury, the SEC, the CFTC, the FDIC and other governmental and regulatory bodies have taken or are considering taking actions in light of the financial crisis that began to unfold in 2007. These actions include, but are not limited to, the enactment by the United States Congress of the “Dodd-Frank Wall Street Reform and Consumer Protection Act,” which was signed into law on July 21, 2010, and imposes a new regulatory framework over the U.S. financial services industry and the consumer credit markets in general, and proposed regulations by the SEC. Proposed regulatory changes by the SEC relating to a registered investment company’s use of
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derivatives could potentially limit or impact the Funds’ ability to invest in derivatives and adversely affect the value or performance of a Fund or its derivative investments. Given the broad scope and sweeping nature of some of these regulatory measures, the potential impact they could have on securities held by each Fund is unknown. There can be no assurance that these measures will not have an adverse effect on the value or marketability of securities held by each Fund. Furthermore, no assurance can be made that the U.S. government or any U.S. regulatory body (or other authority or regulatory body) will not continue to take further legislative or regulatory action in response to the continuing economic turmoil or otherwise, and the effect of such actions, if taken, cannot be known. The current administration has recently indicated that it intends to scale back the scope of financial regulation, and the effect of such actions, if taken, also cannot be known.
ECONOMIC EVENTS. The negative impacts and continued uncertainty stemming from the sovereign debt crisis and economic difficulties in Europe and U.S. fiscal and political matters, including deficit reduction and U.S. debt ratings, have impacted and may continue to impact the global economic recovery. These events and possible market turbulence may have an adverse effect on each Fund. In response to the global financial crisis, the U.S. and other governments and the Federal Reserve and certain foreign central banks took steps to support financial markets. However, risks to a robust resumption of growth persist: a weak consumer weighed down by too much debt and unemployment rates, the growing size of the federal budget deficit and national debt, and the threat of inflation. A number of countries in Europe have experienced severe economic and financial difficulties. Many non-governmental issuers, and even certain governments, have defaulted on, or been forced to restructure, their debts; many other issuers have faced difficulties obtaining credit or refinancing existing obligations; financial institutions have in many cases required government or central bank support, have needed to raise capital, and/or have been impaired in their ability to extend credit; and financial markets in Europe and elsewhere have experienced extreme volatility and declines in asset values and liquidity. There is continued concern about national-level support for the euro and the accompanying coordination of fiscal and wage policy among European Economic and Monetary Union (“EMU”) member countries. Member countries are required to maintain tight control over inflation, public debt, and budget deficit to qualify for membership in the European EMU. These requirements can severely limit European EMU member countries’ ability to implement monetary policy to address regional economic conditions. A return to unfavorable economic conditions could impair a Fund’s ability to execute its investment strategies. In addition, in a referendum held on June 23, 2016, voters in the United Kingdom (“UK”) voted to leave the European Union (“EU”), creating economic and political uncertainty in its wake. On March 29, 2017, the UK formally triggered the process of leaving the EU by invoking Article 50 of the Treaty on European Union. On October 17, 2019, the UK and the EU agreed on the terms on which the former would withdraw from the latter, but the United Kingdom Parliament did not ratify this agreement. Following the results of the general election held on December 12, 2019 in the UK, the United Kingdom Parliament voted in favor of the withdrawal agreement bill, thereby approving the UK’s exit from the EU on January 31, 2020. Subsequent to withdrawal, the UK and the EU will seek to negotiate and finalize rules and agreements regarding the UK’s exit from the EU. However, there is a significant degree of uncertainty about how these negotiations will be conducted and their outcome. Accordingly, uncertainty exists regarding the effects such withdrawal will have on the Euro, European economies and global markets. In addition, the current political climate has intensified concerns about trade tariffs and a potential trade war between China and the United States. These consequences may trigger a significant reduction in international trade, the oversupply of certain manufactured goods, substantial price reductions of goods and possible failure of individual companies and/or large segments of China’s export industry with a potentially severe negative impact on the global economy. Events such as these are difficult to predict and may or may not occur in the future.
In December 2015, the Board of Governors of the Federal Reserve System (the “Fed”) ended its policy of keeping the federal funds rate at or near zero percent and purchasing large quantities of securities issued or guaranteed by the U.S. Government, its agencies and instrumentalities on the open market (“quantitative easing”). Since ending this quantitative easing policy, the Fed has raised interest rates several times and may continue to raise rates, and as a result there is a risk that interest rates across the U.S. financial markets will rise suddenly and significantly, thereby exposing fixed income and related markets to heightened volatility and reduced liquidity. While the timing of such events is uncertain and the effects unpredictable, these changes to U.S. financial policy may expose a Fund to have risks associated with heightened volatility and reduce liquidity in the U.S. fixed income and related markets. Such events may cause a Fund to experience high redemption requests, thereby increasing portfolio turnover and associated transaction costs. In addition, to the extent a Fund invests in derivatives tied to fixed income markets, the Fund may be more substantially exposed to these risks than a fund that does not invest in derivatives. As a result of these developments, a Fund could sustain losses and/or reduced performance and the liquidity of a Fund’s portfolio may be adversely affected.
CYBER SECURITY. A Fund and its service providers, vendors, counterparties, or clients, and other third parties are susceptible to cyber security risks. These risks include, among other things, theft, misuse and loss of confidential and proprietary information, data corruption, and operational disruption. Cyberattacks against or security breakdowns of a Fund or its service providers may adversely impact the Fund and its shareholders, potentially resulting in, among other things, financial losses, the inability of Fund shareholders to transact business, inability to calculate the Fund’s NAV, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, and/or additional compliance and remediation costs. Cyber security risks may also impact issuers of securities in which a Fund invests, which may cause the Fund’s investment in such issuers to lose value. There can be no assurance that a Fund will not suffer losses relating to cyberattacks or other information security breaches in the future.
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FUNDAMENTAL LIMITATIONS
The following investment limitations are fundamental and cannot be changed unless approved by a majority of the outstanding shares of the Corporation. The term “majority of outstanding shares” as defined by the 1940 Act means the vote of the lesser of (i) 67% or more of the shares of the Corporation present at a meeting, if the holders of more than 50% of the outstanding shares of the Corporation are present or represented by proxy, or (ii) more than 50% of the outstanding shares of the Corporation. The Funds may not:
1. | Borrow money, except to the extent permitted by the 1940 Act, or any applicable rules, regulations or exemptive orders thereunder. |
2. | Make loans of cash, securities or other assets, except to the extent permitted by the 1940 Act, or any applicable rules, regulations, or exemptive orders thereunder. |
3. | Act as an underwriter of securities of other issuers, except insofar as a Fund may be deemed an underwriter under the 1933 Act, as amended, in disposing of a portfolio security. |
4. | Purchase or sell real estate, except that any of the Funds may: (i) purchase or sell securities or instruments of issuers that invest, deal or otherwise engage in transactions in real estate or interests therein; (ii) purchase or sell securities or instruments that are secured by real estate or interests therein; (iii) purchase or sell real estate mortgage loans; and (iv) hold and dispose of real estate or interests in real estate acquired through the exercise of its rights as a holder of securities or instruments which are secured by real estate or interests therein. |
5. | Purchase or sell physical commodities, except that any of the Funds may: (i) purchase and sell securities or instruments of companies that purchase or sell commodities or that invest in such products; and (ii) purchase, sell or enter into transactions involving currencies, forward contracts, options, swap contracts, futures contracts and options thereon, hybrid instruments, and other derivative instruments relating to indices or individual commodities. |
6. | Issue senior securities, except to the extent permitted by the 1940 Act or any applicable rules, regulations or exemptive orders thereunder. |
7. | Invest 25% or more of the value of each Fund’s total assets in any particular industry. In addition, the Municipal Bond Fund may not invest 25% or more of the value of its total assets in industrial development bonds or other securities, the interest on which is paid from revenues of similar type projects. This limitation does not apply to (i) securities or loans issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities and repurchase agreements secured by them or securities issued by state or municipal governments and their political subdivisions; and (ii) securities of investment companies to the extent permitted by the 1940 Act or any applicable rules, regulations or exemptive orders. |
8. | With respect to each Fund other than the California Municipal Bond Fund and New York Municipal Bond Fund, purchase securities of any one issuer (other than securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities or of other investment companies) if, as a result, (i) more than 5% of the value of the Fund’s total assets will be invested in the securities of such issuer or (ii) more than 10% of the outstanding voting securities of such issuer would be owned by the Fund, except that up to 25% of the value of the Fund’s total assets may be invested without regard to such 5% and 10% limitations. |
9. | With respect to the Municipal Bond Fund, invest less than 80% of net assets plus investment borrowings, under normal circumstances, in investments the income from which is exempt from federal income tax, but not necessarily the federal alternative minimum tax. |
10. | With respect to the California Municipal Bond Fund, invest less than 80% of net assets plus investment borrowings, under normal circumstances, in investments the income from which is exempt from federal income tax and California income tax, but not necessarily the federal alternative minimum tax. |
11. | With respect to the New York Municipal Bond Fund, invest less than 80% of net assets plus investment borrowings, under normal circumstances, in investments the income from which is exempt from federal income tax and New York income tax, but not necessarily the federal alternative minimum tax. |
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NON-FUNDAMENTAL LIMITATIONS
The following are additional investment limitations of the Funds, which are “non-fundamental” and may be changed with Board approval.
1. | The Funds may not invest more than 15% of the market value of each Fund’s net assets in illiquid investments including repurchase agreements maturing in more than seven days. |
2. | Pursuant to SEC Rule 35d-1: |
(i) | The Large Cap Strategies Fund will invest, under normal circumstances, at least 80% of its net assets, including any borrowings for investment purposes, in equity securities of large capitalization companies. |
(ii) | The Small & Mid Cap Strategies Fund will invest, under normal circumstances, at least 80% of its net assets, including borrowings for investment purposes, in securities of small and medium capitalization companies. |
(iii) | The Fixed Income Fund will invest, under normal circumstances, at least 80% of its net assets, plus borrowings for investment purposes, in fixed income securities including corporate, asset-backed, mortgage-backed, and U.S. Government securities. |
(iv) | The All Cap ESG Fund will invest, under normal circumstances, at least 80% of its net assets, including any borrowings for investment purposes, in securities of any market capitalization or sector that meet the Adviser’s ESG sustainability criteria. |
3. | The Municipal Bond Fund will invest, under normal circumstances, at least 80% of its net assets, plus borrowings for investment purposes, in municipal bonds. |
Shareholders will receive 60 days’ prior notice of any changes to these policies.
For the fundamental and non-fundamental limitations described above, if a percentage restriction is adhered to at the time an investment is made, a later change in percentage resulting from changes in the value of a Fund’s investment securities will not be considered a violation of a Fund’s restrictions.
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WHO MANAGES AND PROVIDES SERVICES TO THE FUNDS?
DIRECTORS AND OFFICERS
The Board of Directors of the Corporation (the “Board” or the “Directors”) is responsible for managing the Corporation’s business affairs and for exercising all of the Corporation’s powers except those reserved for the shareholders. In addition, the Board reviews contractual arrangements with companies that provide services to the Corporation and reviews the Funds’ performance.
Information about each Board member and each Officer of the Corporation is provided below and includes the following: name, address, age, present position(s) held with the Corporation, term of office and length of time served, principal occupations for the past five years, number of portfolios overseen by a Director in the Fund Complex, and total compensation received as a Director of the Corporation for its most recent fiscal year. The Corporation is comprised of nine funds.
Officers. The table below sets forth certain information about each of the Fund’s Officers, as of December 31, 2019.
OFFICERS OF THE CORPORATION
Name, Address, and
Age |
Position(s) Held
with Funds |
Term of Office;
Term Served in Office |
Principal Occupation(s)
During Past 5 Years |
|||
David W. Rossmiller
630 Fifth Avenue New York, NY 10111 Age: 62 |
President & Chief Executive Officer | Indefinite; 7 Years | Managing Director and Head of Fixed Income, Bessemer Trust Company, N.A. (Since 2010). | |||
Yvette M. Garcia
630 Fifth Avenue New York, NY 10111 Age: 49 |
Chief Legal Officer | Indefinite; 1 Year | Managing Director, Secretary and General Counsel, The Bessemer Group, Incorporated and principal bank subsidiaries and Bessemer Securities Corporation (Since June 2018); General Counsel, Rockefeller & Co. (2012-2018). | |||
Matthew A. Rizzi
630 Fifth Avenue New York, NY 10111 Age: 46 |
Vice President & Treasurer | Indefinite; 5 Years | Principal and Head of Fund Accounting, Bessemer Trust Company, N.A. (Since 2018); Principal and Head of Trust Accounting and Fees, Bessemer Trust Company, N.A. (2015-2017); Senior Vice President and Head of Trust Accounting, Bessemer Trust Company, N.A. (2007-2014). | |||
Thomas G. Kennedy
630 Fifth Avenue New York, NY 10111 Age: 50 |
Chief Compliance Officer | Indefinite; 3 Years | Chief Compliance Officer of Bessemer Investment Management LLC (Since July 2016); Principal and Director of Investment Management Compliance, Bessemer Trust Company, N.A. (Since July 2016); Head of Alternatives Compliance, Aberdeen Asset Management Inc. (January 2016-April 2016); Managing Director and Chief Compliance Officer, Arden Asset Management LLC (2008-2015). | |||
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Name, Address, and
Age |
Position(s) Held
with Funds |
Term of Office;
Term Served in Office |
Principal Occupation(s)
During Past 5 Years |
|||
Nicola R. Knight
630 Fifth Avenue New York, NY 10111 Age: 57 |
Assistant Secretary | Indefinite; 10 Years | Principal and Associate General Counsel of Bessemer Trust Company, N.A. (Since 2007). | |||
Richard Murtagh
630 Fifth Avenue New York, NY 10111 Age: 59 |
Vice President & Assistant Treasurer | Indefinite; 5 Years | Managing Director and Corporate Controller, Bessemer Trust Company, N.A. (Since 2010). | |||
David Schwart
801 Brickell Avenue Suite 2250 Miami, FL 33131-2900 Age: 49 |
Vice President & Anti-Money Laundering Compliance Officer | Indefinite; 4 Years | Senior Vice President and Senior Bank Compliance Manager, Bessemer Trust Company, N.A. (Since 2019); Vice President and Associate Director of Bank Compliance, Bessemer Trust Company, N.A. (2013-2019). | |||
Marianna DiBenedetto
760 Moore Road King of Prussia, PA 19406 Age: 54 |
Vice President and Assistant Treasurer | Indefinite; 1 Year | Vice President and Group Manager of Fund Accounting and Administration Client Services, The Bank of New York Mellon (“BNY Mellon”) (Since 2010). | |||
Jack Jafolla
760 Moore Road King of Prussia, PA 19406 Age: 49 |
Assistant Treasurer | Indefinite; 13 Years | Vice President and Lead Manager of NAV Operations, BNY Mellon (Since 2008). | |||
Lisa M. King
301 Bellevue Parkway Wilmington, DE 19809 Age: 51 |
Secretary | Indefinite; 3 Years | Vice President and Group Manager, BNY Mellon (Since 2017); Vice President and Counsel, BNY Mellon (2016-2017); Counsel, Stradley, Ronon, Stevens & Young LLP (2007-2016). | |||
William H. Wallace, III
301 Bellevue Parkway Wilmington, DE 19809 Age: 50 |
Assistant Secretary | Indefinite; 3 Years | Secretary of the Corporation (2015-2016); Vice President and Manager, BNY Mellon (Since 2010). | |||
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Directors. The following tables set forth certain information about the Funds’ Directors, as of December 31, 2019. Each Director serves for an indefinite term and until a successor is elected and qualified or until resignation or until such Director reaches the age of retirement, as set forth in the Corporation’s By-Laws. Information for the Directors who are not “interested persons” of the Corporation, as that term is defined under the 1940 Act (the “Independent Directors”), appears separately from the information for any “interested” Director.
INTERESTED DIRECTOR
Name,
Address, and
Age |
Position(s)
Held with Funds |
Term
of Office
and Length of Time Served as a Director of the Corporation |
Principal
Occupation(s) During Past 5 Years |
Number
of Portfolios in Fund Complex Overseen by Director |
Other
Directorships1 Held by Director During Past 5 Years |
|||||
George H. Wilcox2
New York, NY 10111
|
Director |
Indefinite term;
1 Year |
President of Bessemer
(2013 - Present). |
9 | 0 | |||||
INDEPENDENT DIRECTORS
Name,
Address, and
Age |
Position(s)
Held with Funds |
Term
of Office
and Length of Time Served as a Director of the Corporation |
Principal
Occupation(s) During Past 5 Years |
Number
of Portfolios in Fund Complex Overseen by Director |
Other
Directorships1 Held by Director During Past 5 Years |
|||||
Alexander Ellis III
630 Fifth Avenue New York, NY 10111 Age: 70 |
Chairman & Director | Indefinite term; 6 Years | General Partner, Rockport Capital Partners (2000-Present). | 9 | 13 | |||||
Patricia L. Francy
630 Fifth Avenue New York, NY 10111 Age: 74 |
Director |
Indefinite term;
15 Years |
Director, corporate and foundation boards. | 9 | 14 | |||||
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Name, Address, and
Age |
Position(s)
Held with Funds |
Term of Office
and Length of Time Served as a Director of the Corporation |
Principal
Occupation(s) During Past 5 Years |
Number
of Portfolios in Fund Complex Overseen by Director |
Other
Directorships1 Held by Director During Past 5 Years |
|||||
J. David Officer
630 Fifth Avenue New York, NY 10111 Age: 71 |
Director | Indefinite term; 8 Years | Independent Director. | 9 | 25 | |||||
R. Keith Walton
630 Fifth Avenue New York, NY 10111 Age: 55 |
Director | Indefinite term; 3 Years | Senior Adviser & Venture Partner, Plexo LLC (March 2018- Present); Senior Adviser, Vatic Labs LLC (May 2018-Present); Executive Vice President and Chief Legal Officer, Zero Mass Water LLC (July 2017-Present); and Vice President, Strategy, Arizona State University (2013-July 2017). | 9 | 66 | |||||
1 | Directorships held during the last five years in (1) any other investment companies registered under the 1940 Act, (2) any company with a class of securities registered pursuant to Section 12 of the Exchange Act or (3) any company subject to the requirements of Section 15(d) of the Exchange Act. |
2 | Directors who are or may be deemed “interested persons” (as defined under the 1940 Act) of the Corporation, BIM (as defined below) or Bessemer (as defined below) are referred to as Interested Directors. Mr. Wilcox is deemed an Interested Director by virtue of his position as President of Bessemer Trust Company, N.A. Mr. Wilcox also serves as Director of Bessemer Trust Company (Cayman) Ltd. and Bessemer Investor Services. |
3 | Mr. Ellis has served as Director of Clean Diesel Technologies Inc. |
4 | Ms. Francy has served as Director of Siebert Financial Corporation. |
5 | Mr. Officer serves, or has served, as Director of the following entities: DBX ETF Trust (40); and Ilex Partners (Asia) LLC. |
6 | Mr. Walton serves, or has served, as Director of the following entities: Blue Crest Capital Management, LLC Funds, Global Infrastructure Partners, Systematica Investment Limited, Zweig Fund Inc., Zweig Total Return Fund Inc. and Virtus Closed-End Funds. |
Additional Information Concerning Our Board of Directors
The Role of the Board
The Board provides oversight of the management and operations of the Corporation. Like all mutual funds, the day-to-day responsibility for the management and operation of the Corporation is the responsibility of various service providers to the Corporation, such as the Adviser, the sub-advisers, the distributor, administrator, custodian, and transfer agent, each of whom are discussed in greater detail in this SAI. The Board has appointed various senior individuals of certain of these service providers as officers of the Corporation, with responsibility for monitoring and reporting to the Board on the Corporation’s operations and affairs. In conducting this oversight, the Board receives regular reports from these officers and service providers. For example, the Treasurer reports as to financial reporting matters and the President and other investment personnel report on the performance of the Funds. The Board has appointed a Chief Compliance Officer who administers the Corporation’s compliance program and regularly reports to the Board as to compliance matters. These reports are provided as part of formal “Board Meetings” which are typically held quarterly, in
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person, and involve the Board’s review of recent operations. In addition, various members of the Board also meet with management in less formal settings, between formal “Board Meetings”, to discuss various topics. In all cases, however, the role of the Board and of any individual Director is one of oversight and not of management of the day-to-day affairs of the Corporation.
Board Structure, Leadership
The Board has structured itself in a manner that it believes allows it to appropriately perform its oversight function given the particular characteristics and circumstances of the Corporation. It has established three standing committees, an Audit Committee, a Nominating Committee, and a Governance Committee, which are discussed in greater detail below under “Committees”. 80% of the members of the Board are Independent Directors, which are Directors that are not affiliated with the Adviser, the sub-advisers, the principal underwriter or their affiliates, and each of the Audit, Governance and Nominating Committee are comprised entirely of Independent Directors. The Chairman of the Board is an Independent Director. The Board has determined not to combine the Chairman position and the principal executive officer position and has appointed the Managing Director and Head of Fixed Income of the Adviser as the President of the Corporation. The Board reviews its structure and the structure of its Committees annually. In developing this structure, the Board has considered that all shareholders of the Fund are fiduciary private account clients of an affiliate of the Adviser and that the Funds are used as investment options within larger private account portfolios. The Board has also determined that the structure of the Independent Chairman, the composition of the Board, and the function and composition of its various Committees are appropriate means to address any potential conflicts of interest that may arise.
Board Oversight of Risk Management
As part of its oversight function, the Board receives and reviews various risk management reports and assessments and discusses these matters with appropriate management and other personnel. In addition, because risk management is a broad concept comprised of many disparate elements (such as, for example, investment risk, liquidity risk, issuer and counterparty risk, compliance risk, operational risks, business continuity risks, etc.) the oversight of different types of risks is handled in different ways. For example, the Audit Committee meets with the Treasurer and the Corporation’s independent public accounting firm to discuss, among other things, the internal control structure of the Corporation’s financial reporting function as well as review of a risk matrix relating to the principal risks associated with the Corporation and how those risks are managed. The Chairman of the Governance Committee meets regularly with the Chief Compliance Officer to discuss compliance, operational and other risks and how they are managed. The Board receives reports from the Adviser and sub-advisers as to investment risks as well as other risks that are discussed with the Governance or Audit Committee. In addition to these reports, from time to time the Board receives reports from the Chairman of the Adviser’s Investment Risk Committee, from senior officers of the Adviser and its affiliates, from the administrator of the Corporation’s liquidity risk management program, as well as from the Adviser’s internal audit department as to enterprise risk management.
Information about Each Director’s Qualifications, Experience, Attributes or Skills
The Board believes that each of the Directors has the appropriate qualifications, experience, attributes and skills (“Director Attributes”) to render their duties as Directors of the Corporation in light of the Corporation’s business and structure. Each of the Directors has substantial business and professional backgrounds that demonstrate their respective ability to critically review, evaluate and assess information provided to them. Examples of these business and professional experiences are set forth in detail in the charts above. In addition, each of the Directors has served on boards for organizations other than the Corporation, as well as having served on the Board of the Corporation for the number of years shown above. They each therefore have substantial board experience and, in their service to the Corporation, have gained substantial insight as to the operations of the Corporation. The Corporation’s Governance Committee annually conducts a “self-assessment” wherein the effectiveness of the Board and individual Directors is evaluated.
In addition to the information provided in the charts above, certain additional information concerning each particular Director and their Director Attributes is set forth below. The information provided below, and in the chart above, is not all-inclusive. Many Director Attributes involve intangible elements, such as intelligence, work ethic, the ability to work together, the ability to communicate effectively and the ability to exercise judgment, ask incisive questions, manage people and develop solutions to problems. In conducting its annual self-assessment, the Governance Committee has determined that the Directors have the appropriate attributes and experience to serve effectively as Directors of the Corporation.
Mr. Ellis’ Director Attributes include his investment and executive experience with Rockport Capital Partners, a multi-stage venture capital firm that invests in the areas of alternative and traditional energy, mobility and sustainability. His Director Attributes also include his experience of serving on boards of a number of other entities. Mr. Ellis was also an executive at BayCorp Holdings, Kenetech Corporation and Knoll International. Mr. Ellis serves as Chairman of the Board. Mr. Ellis has been designated to serve as an Audit Committee financial expert for the Corporation based on his financial background.
Ms. Francy’s Director Attributes include her financial background as Treasurer, Controller, Director of Finance and Director of Budget Operations of Columbia University. Ms. Francy serves as Chair of the Audit Committee and the Nominating Committee. Ms.
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Francy also has been designated to serve as an Audit Committee financial expert for the Corporation based on her financial acumen. Ms. Francy’s Director Attributes also include her experiences as chairperson of the audit committee of a public company and chairing or serving on the audit/finance committees of several organizations and not for profits.
Mr. Officer’s Director Attributes include his significant business and executive experience, including his prior executive positions at The Bank of New York Mellon, The Dreyfus Corporation, and their affiliates. His Director Attributes also include his experience serving as a director and an executive officer of a number of registered investment companies within The Dreyfus Family of Funds. Mr. Officer serves as Chair of the Governance Committee. Mr. Officer has been designated to serve as an Audit Committee financial expert for the Corporation based on his financial background.
Mr. Walton’s Director Attributes include knowledge and business experience resulting from his positions as Vice President of Arizona State University and Alcoa. His Director Attributes also include his experience serving as a director of a number of registered investment companies. Mr. Walton serves as the Board’s Pricing Committee liaison. Mr. Walton has been designated to serve as an Audit Committee financial expert for the Corporation based on his financial background.
Mr. Wilcox’s Director Attributes include his knowledge and executive experience, resulting from his senior position as President of Bessemer, an affiliate of the Adviser. His Director Attributes also include his experience serving as national head of Client Account Management at Bessemer. In this regard, Mr. Wilcox is able to impart to the Board key information relating to the clients, products, operations, personnel, and financial resources of Bessemer and its affiliates. The Board believes that this information is valuable in its oversight of the Corporation.
Committees
The Board has an Audit Committee, consisting of Messrs. Officer, Ellis and Walton and Ms. Francy. As set forth in its charter, the primary duties of the Corporation’s Audit Committee are: (1) to recommend to the Board auditors to be retained for the next fiscal year; (2) to meet with the Corporation’s independent auditors as necessary; (3) to consider the effect upon each Fund of any changes in accounting principles or practices proposed by the Adviser or the auditors; (4) to review the fees charged by the auditors for audit and non-audit services; (5) to investigate improprieties or suspected improprieties in Fund operations; (6) to review the findings of SEC examinations and consult with BIM on appropriate responses; and (7) to report its activities to the full Board on a regular basis and to make such recommendations with respect to the above and other matters as the Audit Committee may deem necessary or appropriate. The Audit Committee met three times during the fiscal year ended October 31, 2019.
The Board has a Nominating Committee, consisting of Messrs. Officer, Ellis and Walton and Ms. Francy. The Nominating Committee’s primary responsibility is to nominate Director candidates when there is a vacancy on the Board. The Nominating Committee considers nominees from shareholders. To submit a recommendation for nomination as a candidate for a position on the Board, shareholders of the Funds shall mail such recommendation to the Corporation’s Secretary, Lisa M. King, at The Bank of New York Mellon, 301 Bellevue Parkway, Wilmington, Delaware 19809. Such recommendations shall include the following information: (1) a full description of the proposed candidate’s background, including his/her name, age, business address, residence address and principal occupation or employment; (2) evidence of Fund ownership of the person or entity recommending the candidate (if a Fund shareholder), including the Fund name(s), the number of shares beneficially owned and the date such shares were acquired; (3) information as to whether the candidate is, or is not, an “interested person” of the Corporation, as such term is defined in the 1940 Act, and such other information that may be considered to impair the candidate’s independence; (4) all other information related to the individual that is required to be disclosed in solicitation of proxies for election of directors in an election contest (even if an election contest is not involved) or is otherwise required, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act and the rules thereunder, including such individual’s written consent to being named in the proxy statement as a nominee and to serving as a director (if elected); and (5) any other information that may be helpful to the Committee in evaluating the candidate. In order to be considered for inclusion in the Corporation’s proxy statement, any such recommendation (1) should be submitted within a reasonable time before the Corporation begins to print and mail its proxy statement and (2) must be submitted by such date and contain such information as may be specified in the Corporation’s By-Laws. There was one meeting of the Nominating Committee during the fiscal year ended October 31, 2019.
The Board also has a Governance Committee, consisting of Messrs. Officer, Ellis and Walton and Ms. Francy. The Governance Committee’s primary responsibilities are to oversee the structure, compensation and operation of the Board and to review the performance of the Chief Compliance Officer. There was one meeting of the Governance Committee during the fiscal year ended October 31, 2019.
Additionally, the Corporation has a Pricing Committee consisting of certain Officers of the Corporation and representatives from the Adviser and its affiliates. The Pricing Committee’s primary responsibilities are to oversee the Corporation’s valuation methodologies, including making determinations concerning the fair value of certain securities for which market quotations are not readily available. The Pricing Committee meets as necessary.
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Fund Ownership
The table below shows the dollar range of equity securities owned beneficially by each Director in the Funds and in any registered investment company overseen by the Directors within the same family of investment companies for the calendar year ended December 31, 2019 stated as one of the following dollar ranges: None; $1-$10,000; $10,001-$50,000; $50,001-$100,000; or over $100,000.
Patricia
L.
Francy |
J.
David
Officer |
R. Keith
Walton |
Alexander
Ellis III |
George Wilcox1 | ||||||
All Cap Core Fund | $50,001-$100,000 | $10,001-$50,000 | None | Over $100,000 | Over $100,000 | |||||
Large Cap Strategies Fund | $10,001-$50,000 | $10,001-$50,000 | None | Over $100,000 | Over $100,000 | |||||
All Cap ESG Fund | None | None | None | Over $100,000 | None | |||||
Small & Mid Cap Strategies Fund | $10,001-$50,000 | $10,001-$50,000 | $1-$10,000 | Over $100,000 | Over $100,000 | |||||
Multi-Asset Opportunities Fund | $10,001-$50,000 | $10,001-$50,000 | $1-$10,000 | Over $100,000 | $50,001-$100,000 | |||||
Fixed Income Fund | $10,001-$50,000 | Over $100,000 | $1-$10,000 | Over $100,000 | Over $100,000 | |||||
Municipal Bond Fund | $10,001-$50,000 | $10,001-$50,000 | $1-$10,000 | Over $100,000 | None | |||||
California Municipal Bond Fund | None | None | $1-$10,000 | None | None | |||||
New York Municipal Bond Fund | None | None | $1-$10,000 | None | None | |||||
Aggregate Dollar Range of Securities in Fund Complex | Over $100,000 | Over $100,000 | $10,001-$50,000 | Over $100,000 | Over $100,000 |
1 | Mr. Wilcox maintains exposure to the foregoing investment strategies through investment of his deferred compensation and profit sharing account balances in the Funds. |
None of the Independent Directors or their immediate family members own securities of the investment adviser, sub-advisers or the distributor of the Funds, or a person directly or indirectly controlling, controlled by, or under common control with the investment adviser, sub-advisers or the distributor of the Funds.
Board Compensation
Effective February 1, 2020, the Independent Directors receive from the Corporation an annual retainer of $240,000 plus $30,000 for the Board’s Chairperson, and $15,000 for the Audit Committee Chairperson. Prior to February 1, 2020, the Independent Directors received from the Corporation an annual retainer of $235,000 (plus $30,000 for the Board’s Chairperson and $15,000 for the Audit Committee Chairperson).
In addition, each Independent Director also receives reimbursement of all out-of-pocket expenses relating to attendance at Board and committee meetings. Interested Directors, officers or employees of BIM and BNY Mellon do not receive compensation from the Funds. Fees paid are allocated to the Funds on a pro rata basis on net assets.
The table below sets forth the compensation received by each Director from the Corporation for the fiscal year ended October 31, 2019. Officers who are officers or employees of the Adviser and BNY Mellon do not receive compensation from the Corporation.
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FISCAL YEAR ENDED OCTOBER 31, 2019
Name of Director |
Aggregate
Compensation from the Fund |
Pension
or
Retirement Benefits Accrued as a Part of Fund Expenses |
Estimated
Annual Benefits Upon Retirement |
Total
Compensation from Fund and Fund Complex Paid to Directors |
||||
Independent Directors | ||||||||
Patricia L. Francy | $250,000 | 0 | 0 | $250,000 | ||||
J. David Officer | $235,000 | 0 | 0 | $235,000 | ||||
Alexander Ellis III | $265,000 | 0 | 0 | $265,000 | ||||
R. Keith Walton | $235,000 | 0 | 0 | $235,000 | ||||
Interested Director | ||||||||
George Wilcox | $0 | 0 | 0 | $0 |
Control Persons and Principal Holders of Securities. As of February 1, 2020, NAIDOT & Co., acting in various capacities for numerous accounts, was the owner of record of 5% or more of the following Funds’ outstanding shares:
NAIDOT & Co.
c/o Bessemer Trust Company 100 Woodbridge Center Drive Woodbridge, NJ 07095-1162 |
All Cap Core Fund | 99.12% | |
Large Cap Strategies Fund | 98.60% | ||
All Cap ESG Fund | 99.75% | ||
Small & Mid Cap Strategies Fund | 98.43% | ||
Multi-Asset Opportunities Fund | 98.87% | ||
Fixed Income Fund | 99.66% | ||
Municipal Bond Fund | 98.89% | ||
California Municipal Bond Fund | 100.00% | ||
New York Municipal Bond Fund | 100.00% |
As of February 1, 2020, the Directors and officers of the Corporation, as a group, owned less than 1% of the outstanding shares of the Funds.
Code of Ethics. The Corporation, the Adviser and the sub-advisers, have each adopted a Code of Ethics under Rule 17j-1 of the 1940 Act. The Codes of Ethics for these entities (the “Codes”) restrict the personal investing activities of certain Access Persons (as defined in Rule 17j-1) and others, as defined in the Codes. The primary purpose of the Codes is to ensure that these investing activities do not disadvantage the Funds. Such Access Persons are generally required to pre-clear security transactions (which may include securities purchased by the Funds) with the entities’ Compliance Officer or his designee and to report all transactions on a regular basis. The Compliance Officer or designee has the responsibility for interpreting the provisions of the Codes, for adopting and implementing Procedures for the enforcement of the provisions of the Codes, and for determining whether a violation has occurred. In the event of a finding that a violation has occurred, the Compliance Officer or designee shall take appropriate action. The Corporation, the Adviser and the sub-advisers have developed procedures for administration of the Codes.
INVESTMENT ADVISER AND SUB-ADVISERS
The Adviser manages the Funds’ assets, including buying and selling portfolio securities, and supervises sub-advisers who are responsible for making the day-to-day investment decisions for a portion of a Fund’s assets. The Funds’ investment adviser is Bessemer Investment Management LLC, a wholly-owned subsidiary of Bessemer, which is a national banking association. The Adviser also serves as the investment adviser for the Subsidiary.
The Adviser is responsible for all duties and obligations under the Funds’ investment advisory agreement entered into between the
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Adviser and the Corporation (the “Advisory Contract”). For its services under the Advisory Contract, the Adviser receives an advisory fee from each Fund, computed daily and payable monthly, in accordance with the following schedule:
First
$500 million of average net assets |
Second
$500
million to $1 billion of average net assets |
Average
net assets exceeding $1 billion |
||||
All Cap Core Fund | 0.75% | 0.70% | 0.65% | |||
Fixed Income Fund | 0.45% | 0.40% | 0.35% | |||
Municipal Bond Fund | 0.45% | 0.40% | 0.35% | |||
California Municipal Bond Fund | 0.45% | 0.40% | 0.35% | |||
New York Municipal Bond Fund | 0.45% | 0.40% | 0.35% | |||
All Cap ESG Fund | 0.75% | 0.70% | 0.65% |
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Average
net assets |
||
Small & Mid Cap Strategies Fund | 0.85% |
First $1.25
billion of average net assets |
Second
$1.25
billion to $2.5 billion of average net assets |
Average
net
assets exceeding $2.5 billion |
||||
Multi-Asset Opportunities Fund | 1.10% | 1.05% | 1.00% | |||
Large Cap Strategies Fund | 0.90% | 0.85% | 0.80% |
The Adviser has contractually committed through October 31, 2021 to waive its advisory fees to the extent necessary to maintain the net operating expense ratios, excluding Fund transaction costs, investment interest expense, dividend expenses associated with securities sold short and Acquired Fund Fees and Expenses, if any, of the Fixed Income Fund at 0.57%, the Municipal Bond Fund at 0.57%, the All Cap ESG Fund at 1.00%, the Small & Mid Cap Strategies Fund at 1.11%, the Multi-Asset Opportunities Fund at 1.20%, the Large Cap Strategies Fund at 1.15%, the California Municipal Bond Fund at 0.57% and the New York Municipal Bond Fund at 0.57%. This commitment may be changed or terminated at any time with the approval of the Board. The Adviser may choose voluntarily to reimburse a portion of its advisory fee at any time. See “Fees Paid by the Funds for Services” for payments to the Adviser over the last three fiscal years.
Under the Advisory Contract, the Adviser shall not be liable to the Corporation, the Funds, or any Fund shareholder for any losses that may be sustained in the purchase, holding, or sale of any security or for anything done or omitted by it, except acts or omissions involving willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties imposed upon it by its contract with the Corporation. Under the Advisory Contract, the Adviser also shall not be liable for any act or omission of any sub-adviser, except for failure to exercise good faith in the employment of a sub-adviser and for failure to exercise appropriate supervision of such sub-adviser, and as may otherwise be agreed in writing.
The Subsidiary has entered into a separate contract with the Adviser whereby the Adviser provides investment advisory services to the Subsidiary. In consideration of these services, the Subsidiary pays the Adviser an annual advisory fee on the net assets of the Subsidiary at the following rates: 1.10% on the first $1.25 billion; 1.05% on the next $1.25 billion; and 1.00% thereafter, on the average net assets of the Subsidiary plus the Multi-Asset Opportunities Fund, in the aggregate. The Adviser has contractually agreed to exclude from the advisory fee calculation for the Multi-Asset Opportunities Fund the amount of the Strategic Opportunities Fund’s assets invested in the Subsidiary.
The Adviser has retained Dimensional Fund Advisors LP (“Dimensional”) as a sub-adviser to the Small & Mid Cap Strategies Fund pursuant to a sub-advisory agreement between the Adviser and Dimensional, agreed to and accepted by the Corporation (the “Dimensional Sub-Advisory Contract”). Pursuant to the Dimensional Sub-Advisory Contract, Dimensional will, subject to the Adviser’s determination that proposed investments satisfy the investment objectives and policies of the Small & Mid Cap Strategies Fund, make purchases and sales of portfolio securities for that portion of the Fund’s assets, the amount of which is determined by the Adviser from time to time. The Adviser pays Dimensional from the advisory fees it receives from the Small & Mid Cap Strategies Fund. David G. Booth and Rex A. Sinquefield may be deemed controlling persons of Dimensional.
The Adviser has also retained Champlain Investment Partners, LLC (“Champlain”) as a sub-adviser to the Small & Mid Cap Strategies Fund pursuant to a sub-advisory agreement between the Adviser and Champlain (the “Champlain Sub-Advisory Contract”). Pursuant to the Champlain Sub-Advisory Contract, Champlain will, subject to the direction and control of the Adviser and the Board and in accordance with the investment objective and policies of the Fund and applicable laws and regulations, make investment decisions with respect to the purchases and sales of portfolio securities and other assets, the amount of which is determined by the Adviser from time to time. The Adviser pays Champlain from the advisory fees it receives from the Small & Mid Cap Strategies Fund.
The Adviser has also retained BlackRock Financial Management, Inc. (“BlackRock”) as a sub-adviser to the Multi-Asset Opportunities Fund pursuant to a sub-advisory agreement between the Adviser and BlackRock agreed to and accepted by the Corporation (the “BlackRock Sub-Advisory Contract”). Pursuant to the BlackRock Sub-Advisory Contract, BlackRock will, subject to the supervision of the Adviser and the Board and in accordance with the investment objective and policies of the Fund and applicable laws and regulations, make investment decisions with respect to the purchases and sales of portfolio securities and other assets, the amount of which is determined by the Adviser from time to time. Under the BlackRock Sub-Advisory Contract, the Adviser pays BlackRock from the advisory fees it receives from the Multi-Asset Opportunities Fund. BlackRock is a wholly-owned subsidiary of BlackRock, Inc.
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The Adviser has also retained Sands Capital Management, LLC (“Sands”), as a sub-adviser to the Large Cap Strategies Fund pursuant to a sub-advisory agreement between the Adviser and Sands agreed to and accepted by the Corporation (the “Sands Sub-Advisory Contract”). Pursuant to the Sands Sub-Advisory Contract, Sands will, subject to the supervision of the Adviser and the Board and in accordance with the investment objective and policies of the Fund and applicable laws and regulations, make investment decisions with respect to the purchases and sales of portfolio securities and other assets, the amount of which is determined by the Adviser from time to time. Under the Sands Sub-Advisory Contract, the Adviser pays Sands from the advisory fees it receives from the Large Cap Strategies Fund. Sands is owned by Sands Capital Management LP (“Sands LP”). Frank M. Sands, Sr. and Frank M. Sands, own indirectly a majority interest in Sands LP with the remaining minority interest held by officers and employees of Sands.
The Adviser has also retained Muzinich & Co., Inc. (“Muzinich”) as a sub-adviser to the Multi-Asset Opportunities Fund pursuant to a sub-advisory agreement between the Adviser and Muzinich, agreed to and accepted by the Corporation (the “Muzinich Sub-Advisory Contract”). Pursuant to the Muzinich Sub-Advisory Contract, Muzinich will, subject to the supervision of the Adviser and the Board and in accordance with the investment objective and policies of the Fund and applicable laws and regulations, make investment decisions with respect to the purchases and sales of portfolio securities and other assets, the amount of which is determined by the Adviser from time to time. Under the Muzinich Sub-Advisory Contract, the Adviser pays Muzinich from the advisory fees it receives from the Multi-Asset Opportunities Fund. Muzinich is owned by George Muzinich, Chairman & CEO, as well as Muzinich family trusts.
The Adviser has also retained Harding Loevner LP (“Harding Loevner”) as a sub-adviser to the Large Cap Strategies Fund pursuant to a sub-advisory agreement between the Adviser and Harding Loevner, agreed to and accepted by the Corporation (the “Harding Loevner Sub-Advisory Contract”). Pursuant to the Harding Loevner Sub-Advisory Contract, Harding Loevner will, subject to the supervision of the Adviser and the Board and in accordance with the investment objective and policies of the Fund and applicable laws and regulations, make investment decisions with respect to the purchases and sales of portfolio securities and other assets for a designated portion of the Fund’s assets. Under the Harding Loevner Sub-Advisory Contract, the Adviser pays Harding Loevner from the advisory fees it receives from the Large Cap Strategies Fund. Affiliated Managers Group, Inc., a publicly traded company, holds approximately 60% of the equity interests in Harding Loevner.
The Adviser has also retained Martingale Asset Management, L.P. (“Martingale”) as a sub adviser to the Small & Mid Cap Strategies Fund pursuant to a sub-advisory agreement between the Adviser and Martingale, agreed to and accepted by the Corporation (the “Martingale Sub-Advisory Contract”). Pursuant to the Martingale Sub-Advisory Contract, Martingale will, subject to the supervision of the Adviser and the Board and in accordance with the investment objective and policies of the Small & Mid Cap Strategies Fund and applicable laws and regulations, make investment decisions with respect to the purchases and sales of portfolio securities and other assets, the amount of which is determined by the Adviser from time to time. Under the Martingale Sub-Advisory Contract, the Adviser pays Martingale from the advisory fees it receives from the Fund. Martingale is a privately owned limited partnership with broad employee ownership.
The Adviser has also retained Baillie Gifford Overseas Limited (“Baillie Gifford”) as a sub-adviser to the Small & Mid Cap Strategies Fund pursuant to a sub-advisory agreement between the Adviser and Baillie Gifford, agreed to and accepted by the Corporation (the “Baillie Gifford Sub-Advisory Contract”). Pursuant to the Baillie Gifford Sub-Advisory Contract, Baillie Gifford will, subject to the supervision of the Adviser and the Board and in accordance with the investment objective and policies of the Small & Mid Cap Strategies Fund and applicable laws and regulations, make investment decisions with respect to the purchases and sales of portfolio securities and other assets, the amount of which is determined by the Adviser from time to time. Under the Baillie Gifford Sub-Advisory Contract, the Adviser pays Baillie Gifford from the advisory fees it receives from the Small & Mid Cap Strategies Fund. Baillie Gifford & Co, a Scottish partnership wholly owned by 43 partners who are responsible for all areas of the firm, heads the group structure. As a private partnership, each of the partners is jointly and severally liable for the obligations of the firm and this liability is unlimited. The partnership has four 100% owned subsidiaries. All four are private limited companies registered in Scotland. It also has three indirectly owned 100% subsidiaries through Baillie Gifford, as well as one joint venture through Baillie Gifford.
The Adviser has also retained Polunin Capital Partners Limited (“Polunin”) as a sub-adviser to the Small & Mid Cap Strategies Fund pursuant to a sub-advisory agreement between the Adviser and Polunin, agreed to and accepted by the Corporation (the “Polunin Sub-Advisory Contract”). Pursuant to the Polunin Sub-Advisory Contract, Polunin will, subject to the supervision of the Adviser and the Board and in accordance with the investment objective and policies of the Small & Mid Cap Strategies Fund and applicable laws and regulations, make investment decisions with respect to the purchases and sales of portfolio securities and other assets, the amount of which is determined by the Adviser from time to time. Under the Polunin Sub-Advisory Contract, the Adviser pays Polunin from the advisory fees it receives from the Small & Mid Cap Strategies Fund. Polunin is primarily owned by its four co-founders, which include Douglas Polunin, Aditya Mehta, Julian Garel-Jones, and Paul Parsons, with external shareholders (friends & family members) holding approximately 12.5% of the Firm’s ownership.
The Adviser has also retained Acadian Asset Management LLC (“Acadian”) as a sub-adviser to the Small & Mid Cap Strategies Fund pursuant to a sub-advisory agreement between the Adviser and Acadian, agreed to and accepted by Old Westbury Funds, Inc. (the
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“Acadian Sub-Advisory Contract.”) Pursuant to the Acadian Sub-Advisory Contract, Acadian will, subject to the supervision of the Adviser and the Board and in accordance with the investment objective and policies of the Small & Mid Cap Strategies Fund and applicable laws and regulations, make investment decisions with respect to the purchases and sales of portfolio securities and other assets, the amount of which is determined by the Adviser from time to time. Under the Acadian Sub-Advisory Contract, the Adviser pays Acadian from the advisory fees it receives from the Small & Mid Cap Strategies Fund. Acadian is a subsidiary of BrightSphere Investment Group Inc., a publicly traded company.
Additional Portfolio Manager Information
Other Accounts Managed by Portfolio Managers
The following tables show the number and assets of other funds and investment accounts (or portions of investment accounts) that each Fund’s portfolio manager(s) managed as of each Fund’s fiscal year end, and separately the same information but only for those funds and accounts whose investment advisory fee is based on performance.
Portfolio Manager |
Other SEC-registered open-
end and closed-end funds |
Other pooled investment
vehicles |
Other accounts | |||||||||
Number
of accounts |
Assets |
Number
of accounts |
Assets |
Number
of accounts |
Assets | |||||||
All Cap Core Fund | ||||||||||||
BIM | ||||||||||||
John A. Christie | 0 | $0 | 4 | $363,000,000 | 6,130 | $8,321,000,000 | ||||||
Michael Morrisroe | 0 | $0 | 5 | $397,000,000 | 3,881 | $1,286,000,000 | ||||||
Large Cap Strategies Fund | ||||||||||||
BIM | ||||||||||||
Edward N. Aw | 0 | $0 | 2 | $134,000,000 | 0 | $0 | ||||||
Jeffrey A. Rutledge | 0 | $0 | 1 | $99,000,000 | 254 | $905,000,000 | ||||||
John Hall | 0 | $0 | 1 | $99,000,000 | 144 | $444,000,000 | ||||||
Nancy Sheft | 0 | $0 | 2 | $134,000,000 | 0 | $0 | ||||||
Harding Loevner | ||||||||||||
Craig Shaw | 3 | $11,034,926,038 | 5 | $2,157,816,257 | 9 | $4,315,804,690 | ||||||
Pradipta Chakrabortty | 4 | $11,329,469,419 | 5 | $2,157,816,257 | 9 | $4,315,804,690 | ||||||
Scott Crawshaw | 7 | $28,304,530,287 | 18 | $6,795,168,455 | 288 | $23,445,656,689 | ||||||
Rusty Johnson | 3 | $11,034,926,038 | 5 | $2,157,816,257 | 9 | $4,315,804,690 | ||||||
Richard Schmidt | 4 | $11,997,240,501 | 11 | $4,192,629,912 | 34 | $19,139,161,538 | ||||||
Sands | ||||||||||||
Brian Christiansen* | 2 | $2,932,538,418 | 14 | $9,485,500,144 | 34 | $8,406,324,980 | ||||||
David Levanson | 1 | $1,395,235,334 | 7 | $6,586,151,392 | 26 | $7,302,971,982 | ||||||
Perry Williams | 1 | $1,395,235,334 | 7 | $6,586,151,392 | 26 | $7,302,971,982 | ||||||
All Cap ESG Fund | ||||||||||||
BIM | ||||||||||||
Qiang Jiang | 0 | $0 | 0 | $0 | 10 | $86,000,000 | ||||||
Y. Gregory Sivin | 0 | $0 | 0 | $0 | 10 | $86,000,000 | ||||||
Anna E. White | 0 | $0 | 0 | $0 | 10 | $86,000,000 |
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Small & Mid Cap Strategies Fund | ||||||||||||
BIM | ||||||||||||
Michael Morrisroe | 0 | $0 | 5 | $397,000,000 | 3881 | $1,286,000,000 | ||||||
Nancy Sheft | 0 | $0 | 2 | $134,000,000 | 0 | $0 | ||||||
Edward N. Aw | 0 | $0 | 2 | $134,000,000 | 0 | $0 | ||||||
Champlain | ||||||||||||
Scott T. Brayman | 7 | $8,019,755,596.54 | 4 | $941,788,259.45 | 90 | $4,060,938,304.11 | ||||||
Corey N. Bronner | 7 | $8,019,755,596.54 | 4 | $941,788,259.45 | 90 | $4,060,938,304.11 | ||||||
Joseph M. Caligiuri | 7 | $8,019,755,596.54 | 4 | $941,788,259.45 | 90 | $4,060,938,304.11 | ||||||
Joseph J. Farley | 7 | $8,019,755,596.54 | 4 | $941,788,259.45 | 90 | $4,060,938,304.11 | ||||||
Robert D. Hallisey | 7 | $8,019,755,596.54 | 4 | $941,788,259.45 | 90 | $4,060,938,304.11 | ||||||
Dimensional | ||||||||||||
Arun Keswani | 14 | $42,770,317,764 | 0 | $0 | 10 | $4,961,416,993 | ||||||
Jed S. Fogdall | 108 | $410,097,274,544 | 24 | $18,097,324,567 | 79 | $27,553,822,116 | ||||||
Mary T. Phillips | 72 | $206,450,846,734 | 2 | $2,208,186,610 | 0 | $0 | ||||||
Martingale | ||||||||||||
James M. Eysenbach | 2 | $478,173,551.10 | 10 | $2,660,009,605.17 | 29 | $5,992,063,085.71 | ||||||
William E. Jacques | 2 | $478,173,551.10 | 10 | $2,660,009,605.17 | 29 | $5,992,063,085.71 | ||||||
Samuel Nathans | 2 | $478,173,551.10 | 10 | $2,660,009,605.17 | 29 | $5,992,063,085.71 | ||||||
Fan Gao | 2 | $478,173,551.10 | 10 | $2,660,009,605.17 | 29 | $5,992,063,085.71 | ||||||
Prabhu Kavi | 2 | $478,173,551.10 | 10 | $2,660,009,605.17 | 29 | $5,992,063,085.71 | ||||||
David E. Schmidt | 2 | $478,173,551.10 | 10 | $2,660,009,605.17 | 29 | $5,992,063,085.71 | ||||||
Baillie Gifford | ||||||||||||
Douglas Brodie | 0 | $0 | 3 | $1,838,738 | 8 | $613,895,188 | ||||||
Polunin | ||||||||||||
Douglas Polunin | 0 | $0 | 9 | $3,399,228,305 | 6 | $1,182,082,575 | ||||||
Acadian ** | ||||||||||||
Brendan O. Bradley | 16 | $6,700,000 | 97 | $26,456,000 | 203 | $62,803,000 | ||||||
Ryan Taliaferro | 16 | $6,700,000 | 97 | $26,456,000 | 203 | $62,803,000 | ||||||
Harry Gakidis | 16 | $6,700,000 | 97 | $26,456,000 | 203 | $62,803,000 | ||||||
Multi-Asset Opportunities Fund | ||||||||||||
BIM | ||||||||||||
Amit Bortz | 0 | $0 | 1 | $36,000,000 | 0 | $0 | ||||||
Anthony Wile | 0 | $0 | 1 | $36,000,000 | 0 | $0 | ||||||
Jared B. Olivenstein | 0 | $0 | 1 | $36,000,000 | 0 | $0 |
48 |
|
BlackRock | ||||||||||||
Ibrahim Incoglu | 6 | $2,830,000,000 | 87 | $2,250,000,000 | 7 | $341,300,000 | ||||||
Muzinich | ||||||||||||
Michael McEachern | 2 | $424,989,215 | 9 | $2,980,195,987 | 5 | $361,662,593 | ||||||
Warren Hyland | 1 | $413,662,258 | 10 | $4,036,282,715 | 13 | $1,130,232,269 | ||||||
Thomas Samson | 1 | $413,662,258 | 22 | $18,888,085,426 | 13 | $1,898,909,707 | ||||||
Torben Ronberg | 1 | $11,326,956 | 8 | $1,968,909,094 | 1 | $135,888,867 | ||||||
Anthony Demeo | 1 | $413,662,258 | 9 | $16,559,078,153 | 3 | $152,102,569 | ||||||
Fixed Income Fund | ||||||||||||
BIM | ||||||||||||
David W. Rossmiller | 0 | $0 | 3 | $184,000,000 | 252 | $3,579,000,000 | ||||||
Beatriz M. Cuervo | 0 | $0 | 3 | $184,000,000 | 252 | $3,579,000,000 | ||||||
Municipal Bond Fund | ||||||||||||
BIM | ||||||||||||
David W. Rossmiller | 0 | $0 | 3 | $184,000,000 | 252 | $3,579,000,000 | ||||||
Bruce A. Whiteford | 0 | $0 | 2 | $361,000,000 | 1345 | $9,739,000,000 | ||||||
Kevin Akinskas*** | 0 | $0 | 2 | $367,000,000 | 1381 | $10,365,000,000 | ||||||
California Municipal Bond Fund | ||||||||||||
BIM | ||||||||||||
David W. Rossmiller | 0 | $0 | 3 | $184,000,000 | 252 | $3,579,000,000 | ||||||
Bruce A. Whiteford | 0 | $0 | 2 | $361,000,000 | 1345 | $9,739,000,000 | ||||||
Kevin Akinskas*** | 0 | $0 | 2 | $367,000,000 | 1381 | $10,365,000,000 | ||||||
New York Municipal Bond Fund | ||||||||||||
BIM | ||||||||||||
David W. Rossmiller | 0 | $0 | 3 | $184,000,000 | 252 | $3,579,000,000 | ||||||
Bruce A. Whiteford | 0 | $0 | 2 | $361,000,000 | 1345 | $9,739,000,000 | ||||||
Kevin Akinskas*** | 0 | $0 | 2 | $367,000,000 | 1381 | $10,365,000,000 |
*Information is as of January 31, 2020.
**For all core equity products offered by the firm, including the subject strategy, Acadian manages a single process that is custom-tailored to the objectives of its clients. The investment professionals shown above function as part of a core equity team of 28 portfolio managers, all of whom are responsible for working with the dedicated research team to develop and apply quantitative techniques to evaluate securities and markets and for final quality-control review of portfolios to ensure mandate compliance. The data shown for these managers reflect firm-level numbers of accounts and assets under management, segregated by investment vehicle type. Not reflected: $933M in model advisory contracts where Acadian does not have trading authority.
***Information is as of February 24, 2020.
Acadian has been appointed as adviser or sub-adviser to numerous public and private funds domiciled in the U.S. and abroad. Acadian is not an investment company and does not directly offer mutual funds. The asset data shown under “Registered Investment Companies” reflects Advisory and sub-advisory relationships with U.S. registered investment companies offering funds to retail investors. The asset data shown under “Other Pooled Investment Vehicles” reflects a combination of; 1) Delaware-based private funds where Acadian has been appointed adviser or sub-adviser and 2) Non-U.S.-based funds where Acadian has been appointed adviser or sub-adviser.
49 |
|
Accounts and Assets for which an Investment Advisory Fee is Based on Performance
Portfolio Manager |
Other SEC-registered
open-end and closed-end funds |
Other pooled investment
vehicles |
Other Accounts | |||||||||
Number
of Accounts |
Assets |
Number
of Accounts |
Assets | Number of Accounts | Assets | |||||||
Multi-Asset Opportunities Fund | ||||||||||||
BIM | ||||||||||||
Amit Bortz | 0 | $0 | 0 | $0 | 0 | $0 | ||||||
Anthony Wile | 0 | $0 | 0 | $0 | 0 | $0 | ||||||
Jared B. Olivenstein | 0 | $0 | 0 | $0 | 0 | $0 | ||||||
All Cap Core Fund | ||||||||||||
BIM | ||||||||||||
John A. Christie | 0 | $0 | 0 | $0 | 0 | $0 | ||||||
Michael Morrisroe | 0 | $0 | 0 | $0 | 0 | $0 | ||||||
Large Cap Strategies Fund | ||||||||||||
BIM | ||||||||||||
Edward N. Aw | 0 | $0 | 0 | $0 | 0 | $0 | ||||||
Jeffrey A. Rutledge | 0 | $0 | 0 | $0 | 0 | $0 | ||||||
John Hall | 0 | $0 | 0 | $0 | 0 | $0 | ||||||
Nancy Sheft | 0 | $0 | 0 | $0 | 0 | $0 | ||||||
Harding Loevner | ||||||||||||
Craig Shaw | 0 | $0 | 0 | $0 | 1 | $604,264,614 | ||||||
Pradipta Chakrabortty | 0 | $0 | 0 | $0 | 1 | $604,264,614 | ||||||
Scott Crawshaw | 0 | $0 | 3 | $702,398,394 | 2 | $670,099,743 | ||||||
Rusty Johnson | 0 | $0 | 0 | $0 | 1 | $604,264,614 | ||||||
Richard Schmidt | 0 | $0 | 3 | $702,398,394 | 2 | $670,099,743 | ||||||
Sands | ||||||||||||
Brian Christiansen* | 0 | $0 | 3 | $367,435,607 | 6 | $2,061,150,815 | ||||||
David Levanson | 0 | $0 | 0 | $0 | 6 | $1,907,350,790 | ||||||
Perry Williams | 0 | $0 | 0 | $0 | 6 | $1,907,350,790 | ||||||
All Cap ESG Fund | ||||||||||||
BIM | ||||||||||||
Qiang Jiang | 0 | $0 | 0 | $0 | 0 | $0 | ||||||
Y. Gregory Sivin | 0 | $0 | 0 | $0 | 0 | $0 | ||||||
Anna E. White | 0 | $0 | 0 | $0 | 0 | $0 |
50 |
|
Small & Mid Cap Strategies Fund | ||||||||||||
BIM | ||||||||||||
Michael Morrisroe | 0 | $0 | 0 | $0 | 0 | $0 | ||||||
Nancy Sheft | 0 | $0 | 0 | $0 | 0 | $0 | ||||||
Edward N. Aw | 0 | $0 | 0 | $0 | 0 | $0 | ||||||
Acadian** | ||||||||||||
Brendan O. Bradley | 0 | $0 | 16 | $2,831,000 | 27 | $8,709,000 | ||||||
Ryan Taliaferro | 0 | $0 | 16 | $2,831,000 | 27 | $8,709,000 | ||||||
Harry Gakidis | 0 | $0 | 16 | $2,831,000 | 27 | $8,709,000 | ||||||
Champlain | ||||||||||||
Scott T. Brayman | 0 | $0 | 0 | $0 | 13 | $929,410,451.52 | ||||||
Corey N. Bronner | 0 | $0 | 0 | $0 | 13 | $929,410,451.52 | ||||||
Joseph M. Caligiuri | 0 | $0 | 0 | $0 | 13 | $929,410,451.52 | ||||||
Joseph J. Farley | 0 | $0 | 0 | $0 | 13 | $929,410,451.52 | ||||||
Robert D. Hallisey | 0 | $0 | 0 | $0 | 13 | $929,410,451.52 | ||||||
Dimensional | ||||||||||||
Arun Keswani | 0 | $0 | 0 | $0 | 3 | $3,121,474,893 | ||||||
Jed S. Fogdall | 0 | $0 | 1 | $168,207,074 | 6 | $3,768,855,911 | ||||||
Mary T. Phillips | 0 | $0 | 0 | $0 | 0 | $0 | ||||||
Martingale | ||||||||||||
James M. Eysenbach | 0 | $0 | 3 | $973,679,257.84 | 3 | $684,776,181.44 | ||||||
William E. Jacques | 0 | $0 | 3 | $973,679,257.84 | 3 | $684,776,181.44 | ||||||
Samuel Nathans | 0 | $0 | 3 | $973,679,257.84 | 3 | $684,776,181.44 | ||||||
Fan Gao | 0 | $0 | 3 | $973,679,257.84 | 3 | $684,776,181.44 | ||||||
Prabhu Kavi | 0 | $0 | 3 | $973,679,257.84 | 3 | $684,776,181.44 | ||||||
David E. Schmidt | 0 | $0 | 3 | $973,679,257.84 | 3 | $684,776,181.44 | ||||||
Baillie Gifford | ||||||||||||
Douglas Brodie | 0 | $0 | 0 | $0 | 0 | $0 | ||||||
Polunin | ||||||||||||
Douglas Polunin | 0 | $0 | 2 | $258,936,860 | 1 | $209,815,326 |
51 |
|
BlackRock | ||||||||||||
Ibrahim Incoglu | 0 | $0 | 2 | $294,300,000 | 7 | $341,300,000 | ||||||
Muzinich | ||||||||||||
Michael McEachern | 0 | $0 | 0 | $0 | 0 | $0 | ||||||
Warren Hyland | 0 | $0 | 0 | $0 | 0 | $0 | ||||||
Thomas Samson | 0 | $0 | 1 | $188,436,822 | 0 | $0 | ||||||
Torben Ronberg | 0 | $0 | 0 | $0 | 0 | $0 | ||||||
Anthony Demeo | 0 | $0 | 0 | $0 | 0 | $0 | ||||||
Fixed Income Fund | ||||||||||||
BIM | ||||||||||||
David W. Rossmiller | 0 | $0 | 0 | $0 | 0 | $0 | ||||||
Beatriz M. Cuervo | 0 | $0 | 0 | $0 | 0 | $0 | ||||||
Municipal Bond Fund | ||||||||||||
BIM | ||||||||||||
David W. Rossmiller | 0 | $0 | 0 | $0 | 0 | $0 | ||||||
Bruce A. Whiteford | 0 | $0 | 0 | $0 | 0 | $0 | ||||||
Kevin Akinskas*** | 0 | $0 | 0 | $0 | 0 | $0 | ||||||
California Municipal Bond Fund | ||||||||||||
BIM | ||||||||||||
David W. Rossmiller | 0 | $0 | 0 | $0 | 0 | $0 | ||||||
Bruce A. Whiteford | 0 | $0 | 0 | $0 | 0 | $0 | ||||||
Kevin Akinskas*** | 0 | $0 | 0 | $0 | 0 | $0 | ||||||
New York Municipal Bond Fund | ||||||||||||
BIM | ||||||||||||
David W. Rossmiller | 0 | $0 | 0 | $0 | 0 | $0 | ||||||
Bruce A. Whiteford | 0 | $0 | 0 | $0 | 0 | $0 | ||||||
Kevin Akinskas*** | 0 | $0 | 0 | $0 | 0 | $0 |
*Information is as of January 31, 2020.
**For all core equity products offered by the firm, including the subject strategy, Acadian manages a single process that is custom-tailored to the objectives of its clients. The investment professionals shown above function as part of a core equity team of 28 portfolio managers, all of whom are responsible for working with the dedicated research team to develop and apply quantitative techniques to evaluate securities and markets and for final quality-control review of portfolios to ensure mandate compliance. The data shown for these managers reflect firm-level numbers of accounts and assets under management, segregated by investment vehicle type.
***Information is as of February 24, 2020.
Acadian has been appointed as adviser or sub-adviser to numerous public and private funds domiciled in the U.S. and abroad. Acadian is not an investment company and does not directly offer mutual funds. The asset data shown under “Registered Investment Companies” reflects Advisory and sub-advisory relationships with U.S. registered investment companies offering funds to retail investors. The asset data shown under “Other Pooled Investment Vehicles” reflects a combination of; 1) Delaware-based private funds where Acadian has been appointed adviser or sub-adviser and 2) Non-U.S.-based funds where Acadian has been appointed adviser or sub-adviser.
Ownership of Securities
The table below shows the dollar ranges of shares of each Fund beneficially owned (as determined pursuant to Rule 16a-1(a)(2) under the Exchange Act) by the portfolio managers listed above as of each Fund’s most recent fiscal year ended October 31, 2019:
52 |
|
All Cap
Core Fund |
Large Cap
Strategies Fund |
All Cap
ESG Fund |
Fixed
Income Fund |
Municipal
Bond Fund |
Small &
Mid Cap Strategies Fund |
Multi-Asset
Opportunities Fund |
||||||||
BIM1 | ||||||||||||||
Edward N. Aw | $500,001-$1,000,000 | $500,001- $1,000,000 | None | $50,001-$100,000 | None | $100,001- $500,000 | $10,001-$50,000 | |||||||
Nancy Sheft | $100,001- $500,000 | $500,001- $1,000,000 | None | $50,001-$100,000 | None | $100,001- $500,000 | $10,001 - $50,000 | |||||||
John Hall | $100,001- $500,000 | $100,001- $500,000 | None | $100,001- $500,000 | None | $100,001- $500,000 | $10,001 - $50,000 | |||||||
Bruce A. Whiteford | $500,001-$1,000,000 | Over $1,000,000 | None | Over $1,000,000 | None | $100,001- $500,000 | $100,001- $500,000 | |||||||
David W. Rossmiller | $500,001-$1,000,000 | Over $1,000,000 | None | Over $1,000,000 | None | $500,001- $1,000,000 | $50,001-$100,000 | |||||||
John A. Christie | $50,001-$100,000 | $100,001-$500,000 | None | $1 - $10,000 | None | $50,001-$100,000 | $1 - $10,000 | |||||||
Jeffrey A. Rutledge | $100,001- $500,000 | $500,001 -$1,000,000 | None | None | None | $100,001- $500,000 | None | |||||||
Michael Morrisroe | $100,001- $500,000 | $500,001 -$1,000,000 | None | $500,001- $1,000,000 | None | $100,001- $500,000 | $100,001- $500,000 | |||||||
Amit Bortz | $100,001- $500,000 | $100,001- $500,000 | None | $10,001 - $50,000 | None | $100,001- $500,000 | $1 - $10,000 | |||||||
Beatriz M. Cuervo | $100,001- $500,000 | $100,001- $500,000 | None | $100,001- $500,000 | None | $50,001-$100,000 | $100,001- $500,000 | |||||||
Qiang Jiang | $100,001- $500,000 | $100,001- $500,000 | None | None | None | $50,001-$100,000 | None | |||||||
Y. Gregory Sivin | $100,001- $500,000 | $100,001- $500,000 | None | None | None | $50,001-$100,000 | None | |||||||
Anna E. White | $50,001-$100,000 | $100,001- $500,000 | None | $10,001 - $50,000 | None | $10,001 - $50,000 | $10,001 - $50,000 | |||||||
Anthony Wile | $50,001-$100,000 | $100,001- $500,000 | None | $10,001 - $50,000 | None | $10,001 - $50,000 | $10,001 - $50,000 | |||||||
Jared B. Olivenstein | None | None | None | None | None | None | None | |||||||
Kevin Akinskas* | None | None | None | None | None | None | None | |||||||
Champlain | ||||||||||||||
Scott T. Brayman | None | None | None | None | None | None | None | |||||||
Corey N. Bronner | None | None | None | None | None | None | None | |||||||
Joseph M. Caligiuri | None | None | None | None | None | None | None | |||||||
Joseph J. Farley | None | None | None | None | None | None | None | |||||||
Robert D. Hallisey | None | None | None | None | None | None | None | |||||||
Dimensional | ||||||||||||||
Arun Keswani | None | None | None | None | None | None | None | |||||||
Jed S. Fogdall | None | None | None | None | None | None | None | |||||||
Mary T. Phillips | None | None | None | None | None | None | None | |||||||
BlackRock | ||||||||||||||
Ibrahim Incoglu | None | None | None | None | None | None | None | |||||||
Muzinich | ||||||||||||||
Michael McEachern | None | None | None | None | None | None | None | |||||||
Warren Hyland | None | None | None | None | None | None | None | |||||||
Thomas Samson | None | None | None | None | None | None | None | |||||||
Torben Ronberg | None | None | None | None | None | None | None | |||||||
Anthony Demeo | None | None | None | None | None | None | None | |||||||
Harding Loevner | ||||||||||||||
Craig Shaw | None | None | None | None | None | None | None | |||||||
Pradipta Chakrabortty | None | None | None | None | None | None | None | |||||||
Scott Crawshaw | None | None | None | None | None | None | None | |||||||
Rusty Johnson | None | None | None | None | None | None | None | |||||||
Richard Schmidt | None | None | None | None | None | None | None |
53 |
|
Sands** | ||||||||||||||
Brian Christiansen | None | None | None | None | None | None | None | |||||||
David Levanson | None | None | None | None | None | None | None | |||||||
Perry Williams | None | None | None | None | None | None | None | |||||||
Martingale | ||||||||||||||
James M. Eysenbach | None | None | None | None | None | None | None | |||||||
William E. Jacques | None | None | None | None | None | None | None | |||||||
Samuel Nathans | None | None | None | None | None | None | None | |||||||
Fan Gao | None | None | None | None | None | None | None | |||||||
Prabhu Kavi | None | None | None | None | None | None | None | |||||||
David E. Schmidt | None | None | None | None | None | None | None | |||||||
Baillie Gifford | ||||||||||||||
Douglas Brodie | None | None | None | None | None | None | None | |||||||
Polunin | ||||||||||||||
Douglas Polunin | None | None | None | None | None | None | None | |||||||
Acadian | ||||||||||||||
Brendan O. Bradley | None | None | None | None | None | None | None | |||||||
Ryan Taliaferro | None | None | None | None | None | None | None | |||||||
Harry Gakidis | None | None | None | None | None | None | None |
* | Information is as of February 24, 2020. |
** | Information is as of January 31, 2020. |
1 | BIM portfolio managers maintain exposure to the foregoing investment strategies through investment of their deferred compensation and profit sharing account balances in the Funds. |
Compensation of Portfolio Managers
BIM. The Adviser’s portfolio managers are generally responsible for providing investment advisory services for multiple types of accounts with similar investment objectives, strategies, risks and fees. Portfolio managers responsible for managing a Fund generally will also provide investment advisory services with respect to bank common and collective funds, separately managed accounts and model portfolios. The Adviser generally compensates portfolio managers with respect to their overall contribution and, except as described below, not with respect to the performance of any single account type.
The Adviser’s portfolio managers receive compensation comprised of an annual base salary, annual cash bonus, deferred cash bonus, and, in some cases, an annual portfolio bonus (described below). The Adviser’s portfolio managers had previously received deferred earnings-based awards granted by an affiliate of the Adviser. The deferred earnings-based awards were terminated effective December 31, 2015, and any accrued compensation was carried over to the deferred cash bonus plan. The deferred cash bonus is a fixed percentage of the annual cash bonus and is generally paid over a three-year period. The Adviser’s portfolio managers also participate in a deferred compensation profit sharing plan as well as other medical and insurance coverage programs, of affiliates of the Adviser. The annual base salaries for portfolio managers are determined on the basis of relevant industry salary data and are intended to be competitive. Annual cash bonus awards are based upon a combination of qualitative and quantitative factors, including performance of the portfolios advised by the portfolio manager, generation and development of new investment ideas, willingness to develop and share ideas as part of a team and contributions to the development of the Adviser’s investment team. Certain portfolio managers for the Small & Mid Cap Strategies Fund, the All Cap Core Fund, the Large Cap Strategies Fund and Multi-Asset Opportunities Fund participate in a portfolio bonus plan where annual awards are based upon the rolling three year performance of their respective Funds relative to internal/external benchmarks. With respect to these portfolio managers, such benchmarks are currently the S&P 500®Index for Mr. Hall, 60% MSCI All Country World Investable Market Index (IMI) and 40% ICE BofAML 1-10 Year AAA-A US Corporate & Government Index for Messrs. Wile, Olivenstein and Bortz, the MSCI ACWI Large Cap Index for Mr. Rutledge, 90% the S&P 500® Index and 10% MSCI AC World ex USA Large Cap Index for Mr. Christie, and 90% MSCI USA Mid Cap Index and 10% the MSCI AC WORLD ex USA Mid Cap Index for Mr. Morrisroe.
Dimensional. Portfolio managers receive a base salary and bonus. Compensation of a portfolio manager is determined at the discretion of Dimensional and is based on a portfolio manager’s experience, responsibilities, the perception of the quality of his or her work efforts and other subjective factors. The compensation of portfolio managers is not directly based upon the performance of the Small & Mid Cap Strategies Fund or other accounts that they manage. Dimensional reviews the compensation of each portfolio
54 |
|
manager annually and may make modifications in compensation as its Compensation Committee deems necessary to reflect changes in the market. Each portfolio manager’s compensation consists of the following:
• | BASE SALARY. Each portfolio manager is paid a base salary. Dimensional considers the factors described above to determine each portfolio manager’s base salary. |
• | SEMI-ANNUAL BONUS. Each portfolio manager may receive a semi-annual bonus. The amount of the bonus paid to each portfolio manager is based on the factors described above. |
Portfolio managers may be awarded the right to purchase restricted shares of Dimensional’s stock as determined from time to time by the board of directors of Dimensional or its delegates. Portfolio managers also participate in benefit and retirement plans and other programs available generally to all employees. In addition, portfolio managers may be given the option of participating in Dimensional’s Long Term Incentive Plan. The level of participation for eligible employees may be dependent on overall level of compensation, among other considerations. Participation in this program is not based on or related to the performance of any individual strategies or any particular client accounts.
Champlain. Champlain compensates the Small & Mid Cap Strategies Fund’s portfolio managers for their management of the Fund. Their compensation consists of a cash base salary and a discretionary performance bonus paid in cash that is based on overall profitability, and therefore in part based on the value of the Fund’s net assets and other client accounts they manage. The portfolio managers also receive benefits standard for all of Champlain’s employees, including health care and other insurance benefits. In addition, the portfolio managers may have an ownership stake in Champlain which would entitle them to a portion of the pre-tax profitability of the firm.
BlackRock. BlackRock’s financial arrangements with its portfolio managers, its competitive compensation and its career path emphasis at all levels reflect the value senior management places on key resources. Compensation may include a variety of components and may vary from year to year based on a number of factors. The principal components of compensation include a base salary, a performance-based discretionary bonus, participation in various benefits programs and one or more of the incentive compensation programs established by BlackRock.
Base Compensation
Generally, portfolio managers receive base compensation based on their position with the firm.
Discretionary Incentive Compensation
Discretionary incentive compensation is a function of several components: the performance of BlackRock, Inc., the performance of the portfolio manager’s group within BlackRock, the investment performance, including risk-adjusted returns, of the firm’s assets under management or supervision by that portfolio manager relative to predetermined benchmarks, and the individual’s performance and contribution to the overall performance of these portfolios and BlackRock. In most cases, these benchmarks are the same as the benchmark or benchmarks against which the performance of the Funds or other accounts managed by the portfolio managers are measured. Among other things, BlackRock’s Chief Investment Officers make a subjective determination with respect to each portfolio manager’s compensation based on the performance of the Funds and other accounts managed by each portfolio manager relative to the various benchmarks. Performance of fixed income funds is measured on a pre-tax and/or after-tax basis over various time periods including 1-, 3- and 5-year periods, as applicable. The performance of Mr. Incoglu is not measured against a specific benchmark.
Distribution of Discretionary Incentive Compensation
Discretionary incentive compensation is distributed to portfolio managers in a combination of cash, deferred BlackRock, Inc. stock awards, and/or deferred cash awards that notionally track the return of certain BlackRock investment products.
Portfolio managers receive their annual discretionary incentive compensation in the form of cash. Portfolio managers whose total compensation is above a specified threshold also receive deferred BlackRock, Inc. stock awards annually as part of their discretionary incentive compensation. Paying a portion of discretionary incentive compensation in the form of deferred BlackRock, Inc. stock puts compensation earned by a portfolio manager for a given year “at risk” based on BlackRock’s ability to sustain and improve its performance over future periods. In some cases, additional deferred BlackRock, Inc. stock may be granted to certain key employees as part of a long-term incentive award to aid in retention, align interests with long-term shareholders and motivate performance. Deferred BlackRock, Inc. stock awards are generally granted in the form of BlackRock, Inc. restricted stock units that vest pursuant to the terms of the applicable plan and, once vested, settle in BlackRock, Inc. common stock. The portfolio managers of this Fund have deferred BlackRock, Inc. stock awards.
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For certain portfolio managers, a portion of the discretionary incentive compensation is also distributed in the form of deferred cash awards that notionally track the returns of select BlackRock investment products they manage, which provides direct alignment of portfolio manager discretionary incentive compensation with investment product results. Deferred cash awards vest ratably over a number of years and, once vested, settle in the form of cash. Only portfolio managers who manage specified products and whose total compensation is above a specified threshold are eligible to participate in the deferred cash award program.
Other Compensation Benefits
In addition to base salary and discretionary incentive compensation, portfolio managers may be eligible to receive or participate in one or more of the following:
Incentive Savings Plans — BlackRock, Inc. has created a variety of incentive savings plans in which BlackRock employees are eligible to participate, including a 401(k) plan, the BlackRock Retirement Savings Plan (RSP), and the BlackRock Employee Stock Purchase Plan (ESPP). The employer contribution components of the RSP include a company match equal to 50% of the first 8% of eligible pay contributed to the plan capped at $5,000 per year, and a company retirement contribution equal to 3-5% of eligible compensation up to the Internal Revenue Service limit ($280,000 for 2019). The RSP offers a range of investment options, including registered investment companies and collective investment funds managed by the firm. BlackRock contributions follow the investment direction set by participants for their own contributions or, absent participant investment direction, are invested into a target date fund that corresponds to, or is closest to, the year in which the participant attains age 65. The ESPP allows for investment in BlackRock common stock at a 5% discount on the fair market value of the stock on the purchase date. Annual participation in the ESPP is limited to the purchase of 1,000 shares of common stock or a dollar value of $25,000 based on its fair market value on the purchase date. All of the eligible portfolio managers are eligible to participate in these plans.
Portfolio Manager Potential Material Conflicts of Interest
BlackRock has built a professional working environment, firm-wide compliance culture and compliance procedures and systems designed to protect against potential incentives that may favor one account over another. BlackRock has adopted policies and procedures that address the allocation of investment opportunities, execution of portfolio transactions, personal trading by employees and other potential conflicts of interest that are designed to ensure that all client accounts are treated equitably over time. Nevertheless, BlackRock furnishes investment management and advisory services to numerous clients in addition to the Fund, and BlackRock may, consistent with applicable law, make investment recommendations to other clients or accounts (including accounts which are hedge funds or have performance or higher fees paid to BlackRock, or in which portfolio managers have a personal interest in the receipt of such fees), which may be the same as or different from those made to the Fund. In addition, BlackRock, its affiliates and significant shareholders and any officer, director, shareholder or employee may or may not have an interest in the securities whose purchase and sale BlackRock recommends to the Fund. BlackRock, or any of its affiliates or significant shareholders, or any officer, director, shareholder, employee or any member of their families may take different actions than those recommended to the Fund by BlackRock with respect to the same securities. Moreover, BlackRock may refrain from rendering any advice or services concerning securities of companies of which any of BlackRock’s (or its affiliates’ or significant shareholders’) officers, directors or employees are directors or officers, or companies as to which BlackRock or any of its affiliates or significant shareholders or the officers, directors and employees of any of them has any substantial economic interest or possesses material non-public information. Certain portfolio managers also may manage accounts whose investment strategies may at times be opposed to the strategy utilized for a fund. It should also be noted that Mr. Incoglu may be managing hedge fund and/or long only accounts, or may be part of a team managing hedge fund and/or long only accounts, subject to incentive fees. Mr. Incoglu may therefore be entitled to receive a portion of any incentive fees earned on such accounts.
As a fiduciary, BlackRock owes a duty of loyalty to its clients and must treat each client fairly. When BlackRock purchases or sells securities for more than one account, the trades must be allocated in a manner consistent with its fiduciary duties. BlackRock attempts to allocate investments in a fair and equitable manner among client accounts, with no account receiving preferential treatment. To this end, BlackRock has adopted policies that are intended to ensure reasonable efficiency in client transactions and provide BlackRock with sufficient flexibility to allocate investments in a manner that is consistent with the particular investment discipline and client base, as appropriate.
Sands. Investment professionals benefit from a salary competitive in the industry, an annual qualitative bonus based on subjective review of the employees’ overall contribution, and a standard profit sharing plan and 401(k) plan. Additional incentives include equity participation. The investment professionals also participate in an investment results bonus. The investment results bonus is calculated from the pre-tax performance variance of the Sands composite returns and their respective benchmarks over one-, three- and five-year periods, weighted towards the three- and five-year results.
Muzinich. Muzinich offers a competitive compensation system for its investment professionals, with incentives designed to stimulate individual and firm-wide performance. The firm provides competitive base salaries that are augmented through a profit sharing and bonus system, the relative weighting of which varies each year depending on the firm’s profits and the individual's performance. Typically, bonuses may comprise as much as 50-75% of total compensation on average for management professionals. As previously described, Muzinich also delays some compensation for certain key employees through long-term participation plan vesting . Muzinich believes that an employee’s greatest financial reward should come from the long-term success of our clients and the extended profitability of the firm as a whole, and this participation program is designed to achieve this.
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For employees, individual performance is considered not only within a professional’s primary responsibilities, but also in relation to an individual’s positive contribution to the firm and to the firm’s growth as a whole. Understanding that Muzinich’s portfolios are managed on a team basis, team members benefit directly from the success of the investment management effort across the firm’s products, but also may be affected more by performance or asset levels in targeted strategies or asset classes.
Harding Loevner. Regular compensation for employees includes a base salary, a benefits package, an annual performance-based cash bonus, and participation in either direct equity holdings or an equity-linked deferred compensation plan.
Harding Loevner’s compensation committee determines the portfolio managers’ compensation, comprised of a fixed salary (or guaranteed payment, in the case of limited partners) and an annual cash bonus. Salary or guaranteed payment level is determined by taking into account the portfolio manager’s qualifications, experience, length of service and overall level of responsibility within Harding Loevner’s business, including the number, variety and asset size of investment strategies managed as well as other duties. Based upon similar criteria, from time to time, portfolio managers may also be granted deferred equity-linked incentive compensation or given the opportunity to purchase limited partnership interests in Harding Loevner. The amount of annual cash bonus award is based upon an assessment of the portfolio manager’s achievement over the preceding year of agreed upon objectives, including the investment performance of the Portfolio(s) managed by the portfolio manager, as measured against each Portfolio’s respective benchmark index.
All portfolios managed according to a particular strategy (e.g., global equity, international equity, international small companies, emerging markets, frontier emerging markets) are managed uniformly. Hence, for purposes of determining compensation, portfolio manager performance is measured at the level of the strategies, or portions thereof, for which the portfolio manager is responsible, rather than at the level of individual portfolios or accounts. Performance of each strategy is measured relative to its respective passive market benchmark over the trailing 12 months.
Equity Ownership and Long-Term Compensation
Harding Loevner has a policy of offering long-term compensation incentives to employees in the form of direct equity ownership or participation in an equity-linked deferred compensation plan. The firm believes this policy is an effective way to link employee success to the long-term investment success of our clients. As of December 31, 2019, 34 senior employees were direct equity owners as limited partners. The vesting period for equity ownership is 10 years. Mr. Johnson, Mr. Shaw, Mr. Crawshaw, Mr. Schmidt and Mr. Chakrabortty are limited partners of the firm. Professional employees, including investment professionals who are not limited partners, participate in an equity-linked deferred compensation plan that has a 5-year vesting period for each year’s contribution. The degree of participation in the plan is determined according to length of tenure and contributions to the success of the firm and its clients.
Martingale. Compensation for all employees includes an annual base salary as well as the opportunity for an annual bonus related to firm-wide profit and individual performance, a SEP retirement plan and participation in the firm’s profit through equity (partnership) ownership. Other nonfinancial benefits are provided to all employees. Individual compensation packages are commensurate with past experience and current contributions to Martingale. Changes in salary or bonus for individual employees are based on traditional employee performance evaluation criteria.
Baillie Gifford. Ballie Gifford’s compensation package is oriented towards rewarding long-term contributions to both investment performance and the business overall.
The partners are the sole owners of the firm and share directly in its profits. In this respect, the compensation and incentive package of senior executives is directly related to both performance and retaining its existing clients, achieved through providing excellent investment service.
The prospect of becoming a partner is a strong incentive to Ballie Gifford’s younger professionals. There is no set criteria for an employee to become a partner - individuals are invited to join the partnership as a result of their proven ability and ongoing contribution to the success of the firm. Partners’ equity ownership is determined by the Joint Senior Partners. Ballie Gifford actively looks to move its most qualified people along the partnership track.
A firm-wide bonus is paid annually. Additionally, a significant number of non-partner senior staff have a profits-related bonus scheme with awards determined by individual appraisal ratings and team performance. The remuneration for investment managers at Baillie Gifford has three key elements (i) base salary, (ii) a company-wide all staff bonus and (iii) a performance related bonus, referred to as the Investment Departments’ Bonus Scheme.
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Performance for investment managers is measured in two ways. Primarily, 50% of the bonus is based on individual performance. This is determined by the individual’s line manager at the annual appraisal at which staff are assessed against key competences and pre-agreed objectives. The remaining 50% is determined by the investment performance of the investment team, the Portfolio Construction Groups (“PCGs”), or a combination of both that the individual has been part of, over the specified investment time horizon, reflecting Ballie Gifford’s emphasis on long term investing. The Worldwide Discovery Strategy’s investment time horizon is five years.
Within the firm each Investment Team and the PCGs have pre-determined performance targets. These targets, along with the relevant funds being measured, are established and agreed with each head of department following consultation with the senior partners. With effect from the 2015 bonus year (for bonuses paid in 2016 and onwards) all Bonus Scheme members will defer between 20% and 40% of their annual variable remuneration. Awards deferred will be held for a period of three years and will be invested in a range of funds managed by Baillie Gifford. Previously bonus deferral only applied to a small number of senior individuals.
All Bonus Scheme members defer between 20% and 40% of their annual variable remuneration. Awards deferred are held for a period of three years and are invested in a range of funds managed by Baillie Gifford that broadly reflect the firm’s principal decision making process.
Polunin. The founding portfolio managers are all directors and the principal shareholders in the company. They are paid a basic salary annually with the emphasis on additional income being derived from the dividends paid by the investment management company, which in turn are driven by the performance of the portfolios including Polunin’s portion of the Funds. In this way, senior management remuneration is directly related to the long term success of Polunin and its strategies, and the executive team is motivated to maintain Polunin’s investment performance and operational efficiency.
Non-shareholder employees are paid an annual salary with bonuses paid on a strict performance-related basis. The company typically sets aside 10% of operating profit for employee bonuses. Basic salaries are set at a competitive level for the job description in the industry based on salary surveys purchased from reputable third-party providers. Variable compensation or profit share typically amounts to between 80% and 120% of base salary. Key measurement inputs for employee bonuses include the ability to meet goals and objectives (as discussed during the annual review process), length of service, and overall contribution to the success of the firm. All employees are entitled to participate in the firm’s contributory pension scheme and are provided with private medical and travel insurance. During 2018 the firm established an employee Share Award Scheme that has been designed to act as part retention mechanism and part succession plan. Any employee with more than three years’ service may elect to receive part of their performance related bonus in shares, which cannot be sold for three years. The first awards were made in the first quarter of 2018 and approximately 1.3% of the company’s equity was distributed to employees.
Acadian. Compensation structure varies among professionals, although the basic package involves a generous base salary, strong bonus potential, profit sharing participation, various benefits, and, among the majority of senior investment professionals and certain other key employees, equity interest in the firm as part of the Acadian Key Employee Limited Partnership.
Compensation is highly incentive-driven, with Acadian often paying in excess of 100% of base pay for performance bonuses. Bonuses are tied directly to the individual’s contribution and performance during the year, with members of the investment team evaluated on such factors as their contributions to the investment process, account retention, asset growth, and overall firm performance. Since portfolio management in our equity strategies is a team approach, investment team members’ compensation is not linked to the performance of specific accounts but rather to the individual’s overall contribution to the success of the team and the firm’s profitability. This helps to ensure an “even playing field” as investment team members are strongly incentivized to strive for the best possible portfolio performance for all clients rather than only for select accounts.
Potential Conflicts of Interests
BIM. Like other investment professionals with multiple clients, a portfolio manager for a Fund may face certain potential conflicts of interest in connection with managing both the Fund and other accounts at the same time. The paragraphs below describe some of these potential conflicts, which the Adviser believes are faced by investment professionals at most major financial firms but which the Adviser believes are adequately addressed by its current policies and procedures. The Adviser has adopted policies and procedures that are designed to address certain of these potential conflicts.
A potential conflict of interest may arise when a Fund and other accounts managed by the Adviser or its affiliates purchase or sell the same securities. On occasions when a portfolio manager considers the purchase or sale of a security to be in the best interests of a Fund as well as other accounts managed by the Adviser or its affiliates, the orders for such transactions may be combined in order to obtain the best execution and lower brokerage commissions, if any. Aggregation of trades may create the potential for unfairness to a Fund or another account if one account is favored over another in allocating the securities purchased or sold – for example, by
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allocating a disproportionate amount of a security that is likely to increase in value to a favored account. The Adviser believes that its policies and procedures relating to trade aggregation and allocation are reasonably designed to prevent such results.
“Cross trades,” in which one account managed by the Adviser or its affiliates sells a particular security to another account managed by the Adviser or its affiliates (potentially saving transaction costs for both accounts), may also pose a potential conflict of interest. Cross trades may be seen to involve a potential conflict of interest if, for example, one account is permitted to sell a security to another account at a higher price than an independent third party would pay. The Adviser and the Board have adopted compliance procedures that provide that any transactions between a Fund and another account advised by the Adviser or its affiliates are to be made at an independent current market price, as required by law.
Another potential conflict of interest may arise based on the different investment objectives and strategies of a Fund and other accounts. For example, another account may have a shorter-term investment horizon or different investment objective, policies or restrictions than a Fund. Depending on another account’s objectives or other factors, a portfolio manager may give advice and make decisions that may differ from advice given, or the timing or nature of decisions made, with respect to a Fund. In addition, investment decisions are the product of many factors in addition to basic suitability for the particular account involved. Thus, a particular security may be bought or sold for certain accounts even though it could have been bought or sold for other accounts at the same time. More rarely, a particular security may be bought for one or more accounts managed by a portfolio manager when one or more other accounts are selling the security (including short sales). There may be circumstances when purchases or sales of portfolio securities for one or more accounts may have an adverse effect on other accounts.
A Fund’s portfolio manager(s) who are responsible for managing multiple funds and/or accounts may devote unequal time and attention to the management of those funds and/or accounts. Portfolio managers of a Fund may serve as directors of, or in a similar capacity with, companies in which funds or accounts they manage invest. In the event that material nonpublic information is obtained with respect to such companies, or they otherwise become subject to trading restrictions under the internal trading policies of those companies or as a result of applicable law or regulations, a Fund could be prohibited for a period of time from purchasing or selling the securities of such companies, and this prohibition may have an adverse effect on a Fund’s performance. As a result, the portfolio manager may not be able to formulate as complete a strategy or identify equally attractive investment opportunities for each of those accounts as might be the case if he or she were to devote substantially more attention to the management of a single fund. The effects of this potential conflict may be more pronounced where funds and/or accounts overseen by a particular portfolio manager have different investment strategies.
A Fund’s portfolio manager(s) may be able to select or influence the selection of the brokers and dealers that are used to execute securities transactions for the Fund. In addition to executing trades, some brokers and dealers provide the Adviser and its affiliates with brokerage and research products and services, which may result in the payment of higher brokerage fees than might have otherwise been available. These products and services are used by the Adviser and its affiliates and may be more beneficial to certain Funds or accounts than to others. Although the payment of brokerage commissions is subject to the requirement that the Adviser and its affiliates determine in good faith that the commissions are reasonable in relation to the value of the brokerage and research products and services provided, the decision as to the selection of brokers and dealers could yield disproportionate costs and benefits among a Funds and/or accounts that the Adviser and its affiliates manage.
The Adviser’s portfolio managers may also face other potential conflicts of interest in managing the Fund, and the description above is not a complete description of every conflict that could be deemed to exist in managing both the Fund and other accounts. In addition, portfolio managers may also manage other accounts (including their personal assets or the assets of family members) in their personal capacity. The management of these accounts may also involve certain of the potential conflicts described above. Investment personnel at the Adviser, including portfolio managers, are subject to restrictions on engaging in personal securities transactions pursuant to Codes of Ethics adopted by the Adviser and the Funds, which contain provisions and requirements designed to identify and address certain conflicts of interest between personal investment activities and the interests of clients.
Other conflicts may arise out of other situations, including without limitation: (i) the allocation of investment opportunities to the Fund and to any other accounts; (ii) the aggregation of orders for the other accounts; (iii) the discretion of the Fund (and in certain cases of the Adviser) to waive or modify the application of, any provision of the Prospectus and SAI or grant special or more favorable rights with respect to, any provision of the Prospectus and SAI or the fund documents to the extent permitted by applicable law and (iv) cross trades and principal transactions.
Dimensional. Actual or apparent conflicts of interest may arise when a portfolio manager has primary day-to-day responsibilities with respect to multiple accounts. In addition to the Small & Mid Cap Strategies Fund, other accounts may include registered mutual funds, unregistered pooled investment vehicles, and accounts managed for organizations and individuals (“Accounts”). An Account may have a similar investment objective to the Small & Mid Cap Strategies Fund, or may purchase, sell or hold securities that are eligible to be purchased, sold or held by the Small & Mid Cap Strategies Fund. Actual or apparent conflicts of interest include:
· | TIME MANAGEMENT. The management of multiple Accounts may result in a portfolio manager devoting unequal time and attention to the management of the Small & Mid Cap Strategies Fund and/or Accounts. Dimensional seeks to manage such competing interests for the time and attention of portfolio managers by having them focus on a particular investment discipline. Certain Accounts managed by a portfolio manager are managed using the same investment approaches that are used in connection with the management of the Small & Mid Cap Strategies Fund. |
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· | INVESTMENT OPPORTUNITIES. It is possible that at times identical securities will be held by both the Small & Mid Strategies Cap Fund and one or more Accounts. However, positions in the same security may vary and the length of time that the Small & Mid Cap Strategies Fund or an Account may choose to hold its investment in the same security may likewise vary. If a portfolio manager identifies a limited investment opportunity that may be suitable for the Small & Mid Cap Strategies Fund and one or more Accounts, the Small & Mid Cap Strategies Fund may not be able to take full advantage of that opportunity due to an allocation of filled purchase or sale orders. To deal with these situations, Dimensional has adopted procedures for allocating portfolio transactions across the Small & Mid Cap Strategies Fund and Accounts. |
· | BROKER SELECTION. With respect to securities transactions for the Small & Mid Cap Strategies Fund, Dimensional determines which broker to use to execute each order, consistent with its duty to seek best execution of the transaction. However, with respect to certain Accounts (such as separate accounts), Dimensional may be limited by the client with respect to the selection of brokers or may be instructed to direct trades through a particular broker. In these cases, Dimensional or its affiliates may place separate, non-simultaneous, transactions for the Small & Mid Cap Strategies Fund and an Account that may temporarily affect the market price of the security or the execution of the transaction, or both, to the detriment of the Small & Mid Cap Strategies Fund or the Account. |
· | PERFORMANCE-BASED FEES. For some Accounts, Dimensional may be compensated based on the profitability of the Account, such as by a performance-based management fee. These incentive compensation structures may create a conflict of interest for Dimensional with regard to Accounts where Dimensional is paid based on a percentage of assets because the portfolio manager may have an incentive to allocate securities preferentially to the Accounts where Dimensional might share in investment gains. |
· | INVESTMENT IN AN ACCOUNT. A portfolio manager or his/her relatives may invest in an account that he or she manages and a conflict may arise where he or she may therefore have an incentive to treat an Account in which the portfolio manager or his/her relatives invest preferentially as compared to the Small & Mid Cap Strategies Fund or other Accounts for which they have portfolio management responsibilities. |
Dimensional has adopted certain compliance procedures that are reasonably designed to address these types of conflicts. However, there is no guarantee that such procedures will detect each and every situation in which a conflict arises.
Champlain. The portfolio managers’ management of “other accounts” may give rise to potential conflicts of interest in connection with their management of the Small & Mid Cap Strategies Fund’s investments, on the one hand, and the investments of the other accounts, on the other. The other accounts may have the same investment objective as the Small & Mid Cap Strategies Fund. Therefore, a potential conflict of interest may arise as a result of the identical investment objectives, whereby the portfolio managers could favor one account over another. Another potential conflict could include the portfolio managers’ knowledge about the size, timing and possible market impact of Small & Mid Cap Strategies Fund trades, whereby the portfolio managers could use this information to the advantage of other accounts and to the disadvantage of the Small & Mid Cap Strategies Fund. For some accounts, Champlain may be compensated based on the profitability of the account, such as by a performance-based management fee. These incentive compensation structures may create a conflict of interest for Champlain with regard to accounts where Champlain is paid based on a percentage of assets because the portfolio managers may have an incentive to allocate securities preferentially to the accounts where Champlain might share in investment gains. Champlain has adopted certain compliance procedures that are reasonably designed to address conflicts of interest. However, there is no guarantee that such procedures will detect each and every situation in which a conflict arises.
BlackRock. BlackRock has built a professional working environment, firm-wide compliance culture and compliance procedures and systems designed to protect against potential incentives that may favor one account over another. BlackRock has adopted policies and procedures that address the allocation of investment opportunities, execution of portfolio transactions, personal trading by employees and other potential conflicts of interest that are designed to ensure that all client accounts are treated equitably over time. Nevertheless, BlackRock furnishes investment management and advisory services to numerous clients in addition to the Fund, and BlackRock may, consistent with applicable law, make investment recommendations to other clients or accounts (including accounts which are hedge funds or have performance or higher fees paid to BlackRock, or in which portfolio managers have a personal interest in the receipt of such fees), which may be the same as or different from those made to the Fund. In addition, BlackRock, its affiliates and significant shareholders and any officer, director, shareholder or employee may or may not have an interest in the securities whose purchase and sale BlackRock recommends to the Fund. BlackRock, or any of its affiliates or significant shareholders, or any officer, director, shareholder, employee or any member of their families may take different actions than those recommended to the Fund by BlackRock with respect to the same securities. Moreover, BlackRock may refrain from rendering any advice or services concerning securities of companies of which any of BlackRock’s (or its affiliates’ or significant shareholders’) officers, directors or employees are directors or officers, or companies as to which BlackRock or any of its affiliates or significant shareholders or the officers, directors and
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employees of any of them has any substantial economic interest or possesses material non-public information. Certain portfolio managers also may manage accounts whose investment strategies may at times be opposed to the strategy utilized for a fund. It should also be noted that Mr. Incoglu may be managing hedge fund and/or long only accounts, or may be part of a team managing hedge fund and/or long only accounts, subject to incentive fees. Mr. Incoglu may therefore be entitled to receive a portion of any incentive fees earned on such accounts.
As a fiduciary, BlackRock owes a duty of loyalty to its clients and must treat each client fairly. When BlackRock purchases or sells securities for more than one account, the trades must be allocated in a manner consistent with its fiduciary duties. BlackRock attempts to allocate investments in a fair and equitable manner among client accounts, with no account receiving preferential treatment. To this end, BlackRock has adopted policies that are intended to ensure reasonable efficiency in client transactions and provide BlackRock with sufficient flexibility to allocate investments in a manner that is consistent with the particular investment discipline and client base, as appropriate.
Sands. As an investment adviser to a variety of clients, Sands recognizes there may be actual or potential conflicts of interest inherent in their business. The Sands portfolio managers’ management of “other accounts” may give rise to potential conflicts of interest in connection with their management of the Large Cap Strategies Fund’s investments, on the one hand, and the investments of the other accounts, on the other. The other accounts may have similar, different, or overlapping investment objectives and strategies as the Large Cap Strategies Fund, and such accounts may be managed by one, or any combination of portfolio managers. Therefore, a potential conflict of interest may arise as a result of the similar, different, or overlapping investment objectives and strategies, whereby the portfolio managers could favor one account over another. Another potential conflict could include the portfolio managers’ knowledge about the size, timing and possible market impact of the Large Cap Strategies Fund’s trades, whereby a portfolio manager could use this information to the advantage of other accounts and to the disadvantage of the Large Cap Strategies Fund. However, Sands has established policies and procedures intended to result in the fair and equitable allocation of investment opportunities among Sands’ clients over time. These policies and procedures address such issues as execution of portfolio transactions, aggregation and allocation of trades, directed brokerage and the use of brokerage commissions.
Additionally, Sands adopted a Code of Ethics that addresses rules on personal trading and an Insider Trading policy.
Muzinich. Each of Muzinich’s portfolio managers may also manage mutual funds other than the Multi-Asset Opportunities Fund and multiple institutional separate accounts. Some of the other mutual funds and separate accounts may be managed similarly to the Fund, except to the extent required by differences in cash flow, investment policy or law. The side-by-side management of the Fund and the other accounts presents a variety of potential conflicts of interest. For example, a portfolio manager may purchase or sell securities for one portfolio and not another portfolio, and the performance of securities purchased for one portfolio may vary from the performance of securities purchased for other portfolios. The portfolio managers may also want to buy the same security for one or more of the portfolios that they manage. In some cases, there may not be sufficient amounts of the securities available to cover the needs of all the portfolios managed by Muzinich. Muzinich endeavors to treat all clients fairly and provide high quality investment services. As a result, Muzinich has adopted and implemented policies and procedures, including brokerage and trade allocation policies and procedures which it believes address the conflicts associated with managing multiple accounts of different types with similar and dissimilar investment objectives and guidelines. Muzinich generally utilizes a pro-rata allocation methodology which considers available cash and individual account investment guidelines for the purchase and sale of securities common to more than one portfolio, although other methodologies Muzinich deems fair, such a rotational methodology, may be used.
Harding Loevner. To limit potential conflicts of interest, Harding Loevner limits its business solely to providing investment-advisory services. Harding Loevner’s Code of Ethics includes a number of provisions designed to limit the potential for any conflicts of interest. The Code of Ethics applies to all employees and specifies how clients’ interests always have priority over those of the firm and its employees. The Code of Ethics also requires that employee conduct always be based upon fundamental principles of openness, integrity, honesty and trust. On an annual basis, employees must certify that they conform to the Code of Ethics and must complete a Conflicts of Interest Questionnaire. Harding Loevner claims compliance with the CFA Institute’s Asset Manager Code of Professional Conduct. Employees understand in advance what is expected of them, and what they can expect from the firm through individual goal-setting meetings and reviews each year.
Martingale. Martingale employs a systematic stock valuation, portfolio construction and trading process. Martingale’s disciplined approach, combined with firm policies and procedures, are reasonably designed to treat all clients in a fair and equitable manner over time.
As a matter of policy, trade allocation procedures must be fair and equitable to all clients, with no particular group or client(s) being favored or disfavored over any other clients. Martingale’s policy prohibits any allocation of trades in a manner that its proprietary accounts, affiliated accounts, or any particular client(s) or group of clients receive more favorable treatment than other client accounts.
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Further, accounts with a performance fee component are treated no differently than accounts without one in accordance with Martingale’s policies and procedures.
Baillie Gifford. Baillie Gifford has a firm-wide Code of Ethics policy that applies to all staff and partners of the firm. As part of that policy Baillie Gifford has requirements around the identification and management of personal conflicts of interest. This includes disclosure of outside business interests and personal associations. Ballie Gifford takes all reasonable steps to ensure that any such outside business interest or personal association does not affect or reasonably appear to affect conduct or actions in Baillie Gifford, and therefore conflict with Ballie Gifford’s duties to clients or the firm. Any outside business interest or any significant relationship with another person working in a relevant business connected to Baillie Gifford is required to be disclosed to the compliance department. This would include a relationship or affiliation with a client of the firm or an adviser/consultant to a client. A conflict of interest would be deemed significant if an independent third-party might reasonably consider that it could affect the individual staff member or partner’s actions or those of a personal associate. A record of such business interests or personal associations is retained by the compliance department along with an assessment of any action needed to manage the conflict.
Polunin. Polunin has a firm-wide Code of Ethics policy that applies to all staff and directors of the firm. Underpinning its Code of Ethics policy, Polunin’s Conflicts of Interest Policy document identifies a number of areas in which a conflict might arise. The following is a non-exhaustive description of the most significant conflicts that Polunin believes may have relevance to the Funds: conflicts between clients in the same or different strategies, or with performance rather than fixed management fees; personal account dealing by the firm’s employees; and the equitable resolution of trade errors. Polunin believes that it has robust procedures in place to mitigate or prevent the conflicts identified above from arising or from having an impact on the Funds. Among the procedures that are in place, the most significant are Polunin’s Order Aggregation and Allocation Policy which ensures that customers are treated fairly when buying and selling securities. Further, the firm’s Personal Account Dealing Policy ensures that no employee of the firm can buy or sell an investment before the firm’s customers. The above policies and procedures are monitored and controlled by a separate Compliance and Risk department within the firm, operating independently from the front office portfolio management team, staffed by senior professionals and led by a board director and equity shareholder of the firm.
Acadian. A conflict of interest may arise as a result of a portfolio manager being responsible for multiple accounts, including the Small & Mid Cap Strategies Fund, which may have different investment guidelines and objectives. In addition to the Small & Mid Cap Strategies Fund, these accounts may include other mutual funds managed on an advisory or sub-advisory basis, separate accounts and collective trust accounts. An investment opportunity may be suitable for the Small & Mid Cap Strategies Fund as well as for any of the other managed accounts (the “Other Accounts”). However, the investment may not be available in sufficient quantity for all of the accounts to participate fully. In addition, there may be limited opportunity to sell an investment held by the Small & Mid Cap Strategies Fund to the Other Accounts. The Other Accounts may have similar investment objectives or strategies as the Small & Mid Cap Strategies Fund, may track the same benchmarks or indexes as the Small & Mid Cap Strategies Fund tracks, and may sell securities that are eligible to be held, sold or purchased by the Small & Mid Cap Strategies Fund. A portfolio manager may be responsible for accounts that have different advisory fee schedules, which may create the incentive for the portfolio manager to favor one account over another in terms of access to investment opportunities. A portfolio manager may also manage accounts whose investment objectives and policies differ from those of the Small & Mid Cap Strategies Fund, which may cause the portfolio manager to effect trading in one account that may have an adverse effect on the value of the holdings within another account, including the Small & Mid Cap Strategies Fund.
To address and manage these potential conflicts of interest, Acadian has adopted compliance policies and procedures to allocate investment opportunities and to ensure that each of its clients is treated on a fair and equitable basis. Such policies and procedures include, but are not limited to, trade allocation and trade aggregation policies, portfolio manager assignment practices and oversight by investment management and the compliance team.
ADMINISTRATIVE SERVICES AGREEMENT
The Corporation, on behalf of each Fund, entered into an administrative oversight, supervision and coordination services agreement (the “Administrative Oversight Agreement”) with Bessemer, pursuant to which Bessemer and Bessemer Trust Company (“BTCO”), an affiliate of the Adviser, provide certain non-advisory services to the Funds, such as the maintenance of records, the provision of supervisory personnel and the monitoring of other non-advisory service providers. Under the Administrative Oversight Agreement, each Fund pays an annual fee of 0.03% of its average daily net assets for such services.
ADMINISTRATOR, FUND ACCOUNTANT AND TRANSFER AGENT
BNY Mellon and BNY Mellon Investment Servicing (US) Inc., 760 Moore Road, King of Prussia, Pennsylvania 19406, act as administrator and fund accounting agent and as transfer agent, respectively, for the Funds pursuant to an Administration and Accounting Services Agreement and a Transfer Agency Services Agreement (the “BNY Mellon Agreements”). Pursuant to the BNY Mellon Agreements, BNY Mellon provides the Funds with general office facilities and supervises the overall administration of the
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Funds, including among other responsibilities, assisting in the preparation and filing of all documents required for compliance by the Funds with applicable laws and regulations and arranging for the maintenance of books and records of the Funds. BNY Mellon may also provide persons (including directors, officers and other employees of BNY Mellon or its affiliates) satisfactory to the Board to serve as officers of the Funds. BNY Mellon maintains all Fund books and records required under Rule 31a-1 under the 1940 Act, performs daily accounting services and satisfies additional Fund reporting and record keeping requirements.
For the services provided by BNY Mellon, the following annual fee will be calculated based upon the aggregate average net assets of the Old Westbury Fund complex and payable to BNY Mellon monthly:
Maximum Administrative Fee | Average Aggregate Daily Net Assets of the Funds | |
0.0350% | of the first $1.5 billion | |
0.0275% | of the next $1 billion | |
0.0175% | of the next $1 billion | |
0.0125% | of assets in excess of $3.5 billion |
Additionally, the Funds pay BNY Mellon an annual base fee of $25,000 per portfolio, excluding out-of-pocket expenses.
BNY Mellon may choose voluntarily to reimburse a portion of its fee at any time. See “Fees Paid by the Funds for Services” for payments made over the last three fiscal years to BNY Mellon.
BNY Mellon also acts as administrator and fund accounting agent for the Subsidiary. For the services provided by BNY Mellon, it receives a monthly base fee of $2,500, a yearly fee of $7,500 for tax services plus certain transaction fees, excluding out-of-pocket expenses, as well as administration services fees. BNY Mellon has contractually agreed to exclude from its fee calculation based on net assets for the Multi-Asset Opportunities Fund the amount of the Multi-Asset Opportunities Fund’s assets invested in the Subsidiary.
CUSTODIANS
Citibank, N.A. (“Citibank”), located at 111 Wall Street, New York, New York 10005, is the co-custodian for the Small & Mid Cap Strategies Fund, and the custodian for the Multi-Asset Opportunities Fund and the Subsidiary. Pursuant to its respective agreements with the Funds and the Subsidiary, Citibank is responsible for maintaining (1) the books and records of securities and cash, and maintaining (2) portfolio transaction records. Citibank receives a fee from each Fund and the Subsidiary calculated daily and paid monthly based on safekeeping and transaction fees that vary by country.
BTCO, located at 100 Woodbridge Center, Woodbridge, New Jersey 07095, is the custodian for the All Cap Core, Large Cap Strategies, All Cap ESG, Fixed Income, Municipal Bond, California Municipal Bond and New York Municipal Bond Funds and the co-custodian for the Small & Mid Cap Strategies Fund. BTCO serves as custodian for the Small & Mid Cap Strategies Fund only with respect to equity securities of U.S. companies (other than ETFs) and securities in the form of depositary receipts directly managed by the Adviser, income, other payments and distributions issued with respect to such securities, proceeds of the sale of such securities, and cash, cash equivalents and money market instruments received and held by BTCO from time to time on behalf of the Small & Mid Cap Strategies Fund. Pursuant to its agreement with these Funds, BTCO is responsible for maintaining the books and records of these Funds’ securities and cash. BTCO receives a fee calculated and paid monthly at the annual rate of 0.065% of the average daily net assets of non-U.S. investments for All Cap Core Fund, All Cap ESG Fund and Large Cap Strategies Fund and 0.015% of the average daily net assets of Fixed Income Fund, Municipal Bond Fund, California Municipal Bond Fund and New York Municipal Bond Fund, or portion thereof for Small & Mid Cap Strategies Fund and U.S. investments for All Cap Core Fund, All Cap ESG Fund and Large Cap Strategies Fund.
UNDERWRITER
The Corporation has entered into an underwriting agreement with Foreside Funds Distributors LLC (“Foreside” or the “Underwriter”) (the “Underwriting Agreement”). Pursuant to the Underwriting Agreement, the Underwriter facilitates the distribution of Fund shares and undertakes such advertising and promotion as requested by the Corporation and as it believes reasonable. The Underwriting Agreement contemplates that the Underwriter may, if authorized in each instance by the Corporation, on behalf of a Fund, or the Adviser, enter into sales agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms. The Underwriter will require each dealer with whom the Underwriter has a selling agreement to conform to all applicable provisions of the Funds’ Prospectus. Foreside makes a continuous offering of the Funds’ shares. Foreside is located at 899 Cassatt Road, 400 Berwyn Park, Suite 110, Berwyn, Pennsylvania 19312.
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In its capacity as principal underwriter, Foreside uses its best efforts to obtain subscriptions to shares of each Fund. Foreside does not receive an annual fee from the Funds.
FUND COUNSEL, INDEPENDENT DIRECTORS’ COUNSEL AND INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Dechert LLP, 1900 K Street, NW, Washington, DC 20006, serves as legal counsel to the Funds.
Sullivan & Worcester LLP, 1633 Broadway, New York, New York 10019, serves as independent counsel to the Independent Directors.
Ernst & Young LLP, located at 5 Times Square, New York, New York 10036, is the independent registered public accounting firm for the Corporation, providing audit services and tax return review services.
PROXY VOTING POLICIES
The Funds have adopted Proxy Voting Policies that delegate the responsibility of voting proxies to the Adviser and that permit the Adviser to further delegate to the sub-advisers proxy voting responsibility relating to the portfolio securities that they manage. The Adviser has delegated proxy voting responsibility to Dimensional for the portion of the Small & Mid Cap Strategies Fund that Dimensional manages. The Proxy Voting Policies of the Adviser and Dimensional are attached as Appendix B.
Information regarding how the Funds voted proxies relating to portfolio securities during the 12-month period ended June 30, 2019 is available, without charge, upon request, by calling 1-800-607-2200 and on the SEC’s website at http://www.sec.gov.
DISCLOSURE OF PORTFOLIO HOLDINGS INFORMATION
Pursuant to policies on portfolio holdings disclosure (“Portfolio Disclosure Policies”), the Funds, or their authorized service providers, may publicly disclose holdings of all Funds in accordance with applicable regulatory requirements. Such public disclosure of holdings includes required periodic holdings disclosure in filings with the SEC, as well as other holdings disclosures, such as the top ten or other specified holdings of a Fund, on a monthly basis with a lag time of not less than seven days, on the website www.bessemertrust.com or by other means.
Portfolio holdings information for the Funds may also be made available more frequently and prior to its public availability (“non-standard disclosure”) to:
(1) | the Funds’ service providers (which currently include the Funds’ adviser, sub-adviser, custodian, administrator, fund accountant, transfer agent, distributor, pricing service and printers (Command Financial Press Corporation)) (“Service Providers”); and |
(2) | certain non-service providers (such as ratings agencies including, among others, Morningstar, Inc., Standard & Poor’s Securities, Inc. and Lipper Analytical Services for such purposes as analyzing and ranking the Funds or performing due diligence and asset allocation) (“Non-Service Providers”); and |
(3) | non-Service Providers pursuant to a written confidentiality agreement that protects the confidentiality of the portfolio holdings information; and |
(4) | to facilitate efficient trading of certain investment and receipt of relevant research. |
The disclosure of portfolio holdings for the Funds may only be made pursuant to the Portfolio Disclosure Policies, which are designed to ensure compliance by the Funds and their service providers with the applicable federal securities laws. The Portfolio Disclosure Policies are also designed to prevent the unauthorized disclosure of a Fund’s holdings that could harm the Fund or its shareholders and to ensure that their respective interest are not put above those of the shareholders.
Neither the Funds nor the Funds’ service providers may receive compensation or other consideration in connection with the disclosure of information about portfolio securities. The Portfolio Disclosure Policies may not be waived or exceptions made, without the consent of the Funds’ Chief Compliance Officer or his designees, or Chief Legal Officer. The Board will review this policy as often as they deem appropriate, but not less often than annually, and recommend any changes that they deem appropriate. The Funds’ Board and Chief Compliance Officer may, on a case-by-case basis, impose additional restrictions on the dissemination of portfolio information beyond those found in the Funds’ Portfolio Disclosure Policies.
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BROKERAGE TRANSACTIONS
The Adviser and the sub-advisers make each Fund’s portfolio decisions and determine the broker to be used in each specific transaction with the objective of obtaining a combination of the most favorable commission and the best price obtainable on each transaction (generally defined as best execution). When consistent with the objective of obtaining best execution and consistent with applicable law, brokerage may be directed to persons or firms supplying research products and services to the Adviser and its affiliates and the sub-advisers. To the extent that such persons or firms supply research products and services to the Adviser and its affiliates or the sub-advisers for use in rendering the investment advice to a Fund or account, such information may be supplied at no cost to the Adviser and its affiliates or the sub-advisers and, therefore, may have the effect of reducing the expenses of the Adviser and its affiliates and the sub-advisers in rendering advice to a Fund or account. While it is impossible to place an actual dollar value on such research products and services, receipt by the Adviser and its affiliates or the sub-advisers probably does not reduce the overall expenses of the Adviser and its affiliates or the sub-advisers to any material extent. Consistent with Rule 12b-1(h), the Adviser and its affiliates and sub-advisers will not consider sales of shares of a Fund as a factor in the selection of brokers to execute portfolio transactions for the Funds.
The research products and services provided to the Adviser and its affiliates and the sub-advisers is of the type described in Section 28(e) of the Exchange Act and is designed to augment the Adviser’s and its affiliates or the sub-advisers’ own internal research and investment strategy capabilities. These research products and services include such matters as general economic and securities market reviews, industry and company reviews, evaluations of securities and recommendations as to the purchase and sale of securities. Research products and services furnished by brokers through which each Fund effects securities transactions are used by the Adviser and its affiliates or the sub-advisers in carrying out their investment management responsibilities with respect to all of their clients’ accounts. There may be occasions where the transaction cost charged by a broker may be greater than that which another broker may charge if the Adviser and its affiliates or the sub-advisers determine in good faith that the amount of such transaction cost is reasonable in relation to the value of brokerage and research products and services provided by the executing broker.
European-based affiliates of the Adviser and sub-advisers (“European Affiliates”) who are subject to the EU’s Markets in Financial Instruments Directive (“EU Directive”) will be subject to separate rules applicable to any arrangements under which brokers may, in addition to routine order execution, facilitate the provision of research to the European Affiliates by the broker itself or a third party research provider (“third party research”). In general, firms subject to the EU Directive may not direct brokerage to firms in exchange for third party research, but rather must pay for such research services directly or allocate their costs equitably among their clients. Third party research will be purchased by the European Affiliates when they consider that such research will benefit their clients, including the Fund, in seeking to achieve their clients’ investment objectives and strategies. The purchase of third party research will be subject to appropriate controls and oversight designed to ensure that the research budget is managed and used in the interests of clients and will include regularly assessing the quality of the research purchased.
A Fund may deal in some instances in securities which are not listed on a national securities exchange but are traded in the over-the-counter market. It may also purchase listed securities through the third market. Where transactions are executed in the over-the-counter market or third market, that Adviser or sub-advisers will seek to deal with the primary market makers; but when necessary in order to obtain best execution, it will utilize the services of others. In all cases, the Adviser and sub-advisers will attempt to negotiate best execution.
Although investment decisions for the Funds are made independently from those of the other accounts managed by the Adviser and the sub-advisers and their respective affiliates, investments of the type the Funds may make may also be made by those other accounts. When the Funds and one or more other accounts managed by the Adviser and the sub-advisers or their respective affiliates are prepared to invest in, or desire to dispose of, the same security, available investments or opportunities for sales will be allocated in a manner believed by the Adviser and the sub-advisers and their respective affiliates to be equitable to each. In some cases, this procedure may adversely affect the price paid or received by the Funds or the size of the position obtained or disposed of by the Funds. In other cases, however, it is believed that coordination and the ability to participate in volume transactions will be to benefit the Funds.
As of October 31, 2019, the All Cap Core Fund, the Small & Mid Cap Strategies Fund, the Large Cap Strategies Fund, and the Fixed Income Fund held investments in securities of its regular broker-dealers as follows:
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Fund |
Approximate Aggregate Value
of Issuer’s Securities Owned by the Fund at 10/31/2019 |
Name of Broker or Dealer | |||
All Cap Core Fund | $ | 32,118,186.30 | Citigroup Inc. | ||
Small & Mid Cap Strategies Fund | $ | 1,624,580.86 | ICAP plc | ||
Large Cap Strategies Fund | $ | 385,465,519.08 | JPMorgan Chase & Co | ||
Large Cap Strategies Fund | $ | 18,654,352.98 | Citigroup Inc. | ||
Multi-Asset Opportunities Fund | $ | 344,231.33 | Macquarie Bank Ltd. | ||
Fixed Income Fund | $ | 12,397,895.18 | JPMorgan Chase & Co | ||
Fixed Income Fund | $ | 6,121,005.70 | Citigroup Inc. |
PORTFOLIO TURNOVER
Changes may be made to a Fund’s portfolio consistent with the investment objectives and policies of such Fund whenever such changes are believed to be in the best interests of the Funds and their shareholders. The portfolio turnover rate is calculated by dividing the lesser of purchases or sales of portfolio securities by the average monthly value of a Fund’s portfolio securities. For purposes of this calculation, portfolio securities exclude all securities having a maturity when purchased of one year or less. For the fiscal year ended October 31, 2019, the turnover rates for the Funds can be found in the “Financial Highlights” section of the Funds’ Prospectus. High portfolio turnover may result in increased brokerage costs to a Fund and also adverse tax consequences to a Fund’s shareholders.
In any particular year, market conditions may result in greater portfolio turnover rates than are presently anticipated. The rate of a Fund’s turnover may vary significantly from time-to-time depending on the volatility of economic and market conditions.
SHAREHOLDER SERVICING PLAN
The Funds have adopted a shareholder servicing plan (the “Shareholder Servicing Plan”). Under the Shareholder Servicing Plan, the Funds have entered into a shareholder servicing agreement with Bessemer, pursuant to which Bessemer serves as a shareholder servicing agent and provides certain shareholder support services (“Shareholder Support Services”) to each Fund. Such Shareholder Support Services include, but are not limited to, providing necessary personnel and facilities to establish and maintain shareholder accounts and records, assisting in processing purchase and redemption requests, and transmitting various communications to shareholders. For these services, each Fund pays an annual fee of 0.20% of its average daily net assets. Bessemer may engage shareholder sub-servicing agents, such as broker/dealers, banks, trust companies, investment advisers, and other financial institutions and intermediaries to provide certain shareholder support services and is solely responsible for paying each such shareholder sub-servicing agent from the fee it receives from each of the Funds.
FEES PAID BY THE FUNDS FOR SERVICES
FOR THE FISCAL YEAR ENDED OCTOBER 31, 20191
Fund Name |
Advisory Fee/Fee
Waived |
Brokerage
Commissions |
Administrative
Fee† |
Shareholder
Servicing Fee/Fee Waived |
||||
All Cap Core Fund | $12,712,709/$0 | $613,514 | $852,293 | $3,680,834 | ||||
Large Cap Strategies Fund | $133,132,1002/$0 | $14,643,128 | $7,399,451 | $32,814,275 | ||||
All Cap ESG Fund | $258,005/$147,815 | $35,539 | $40,164 | $68,801 | ||||
Small & Mid Cap Strategies Fund | $50,383,8593/$2,640,885 | $3,846,559 | $2,688,351 | $11,855,026 | ||||
Multi-Asset Opportunities Fund* | $52,488,8574/$6,099,184 | $3,487,746 | $2,351,170 | $10,122,772 | ||||
Fixed Income Fund | $4,881,760/$1,468,568 | $0 | $546,939 | $2,368,335/$76,524 | ||||
Municipal Bond Fund | $10,775,350/$2,441,860 | $0 | $1,287,502 | $5,728,772/$202,495 | ||||
California Municipal Bond Fund | $1,086,626/$502,118 | $0 | $129,154 | $482,945 | ||||
New York Municipal Bond Fund | $1,515,385/$660,005 | $0 | $171,130 | $673,504 |
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FOR THE FISCAL YEAR ENDED OCTOBER 31, 20181
Fund Name |
Advisory Fee/Fee
Waived |
Brokerage
Commissions |
Administrative
Fee† |
Shareholder
Servicing Fee/Fee Waived |
||||
All Cap Core Fund | $12,994,113/$0 | $639,024 | $873,041 | $3,767,419 | ||||
Large Cap Strategies Fund | $142,845,6715/$0 | $7,931,728 | $7,958,084 | $35,242,668 | ||||
All Cap ESG Fund | $133,817/$64,310 | $37,919 | $24,573 | $35,685 | ||||
Small & Mid Cap Strategies Fund | $57,095,3066/$2,868,943 | $4,233,106 | $3,049,019 | $13,434,190 | ||||
Multi-Asset Opportunities Fund* | $57,004,9627/$6,600,358 | $2,796,672 | $2,558,442 | $11,025,993 | ||||
Fixed Income Fund | $3,642,116/$0 | $0 | $398,486 | $1,696,058/$848,029 | ||||
Municipal Bond Fund | $8,696,726/$0 | $0 | $1,024,965 | $4,540,986/$2,270,493 |
FOR THE FISCAL YEAR ENDED OCTOBER 31, 20171
Fund Name |
Advisory Fee/Fee
Waived |
Brokerage
Commissions |
Administrative
Fee† |
Shareholder
Servicing Fee/Fee Waived |
||||
All Cap Core Fund | $10,483,817/$0 | $1,081,449 | $705,350 | $3,028,863 | ||||
Large Cap Strategies Fund | $129,007,1138/$0 | $12,080,178 | $7,164,319 | $31,783,028 | ||||
Small & Mid Cap Strategies Fund | $50,795,8919/$2,585,158 | $3,284,819 | $2,709,723 | $11,951,974 | ||||
Multi-Asset Opportunities Fund* | $59,228,12310/$6,593,225 | $2,223,243 | $2,653,180 | $11,470,624 | ||||
Fixed Income Fund | $3,414,313/$0 | $0 | $374,488 | $1,582,156/$791,078 | ||||
Municipal Bond Fund | $8,148,411/$0 | $0 | $958,840 | $4,227,663/$2,113,832 |
† | Includes amounts paid to Bessemer and BTCO under the Administrative Agreement and BNY Mellon under the Administration and Accounting Services Agreement. |
* | Amounts include payments by the Multi-Asset Opportunities Fund and the Subsidiary. |
1 | From time to time, the Adviser may voluntarily assume certain expenses of a Fund. This would have the effect of lowering the overall expense ratio of that Fund and of increasing yield to investors in that Fund. |
2 | Includes sub-advisory fees paid to Sands and Harding Loevner from the advisory fees the Adviser received from the Fund. The aggregate annual sub-advisory fees paid totaled $18,293,565 or 0.11% based on the average daily net assets of the Fund. |
3 | Includes sub-advisory fees paid to Dimensional, Champlain, Martingale, Baillie Gifford, Polunin, and Acadian from the advisory fees the Adviser received from the Fund. The aggregate annual sub-advisory fees paid totaled $21,812,342 or 0.37% based on the average daily net assets of the Fund. |
4 | Includes sub-advisory fees paid to BlackRock and Muzinich from the advisory fees the Adviser received from the Fund. The aggregate annual sub-advisory fees paid totaled $6,189,104 or 0.12% based on the average daily net assets of the Fund. |
5 | Includes sub-advisory fees paid to Sands and Harding Loevner from the advisory fees the Adviser received from the Fund. The aggregate annual sub-advisory fees paid totaled $16,913,714 or 0.10% based on the average daily net assets of the Fund. |
6 | Includes sub-advisory fees paid to Dimensional, Champlain, Martingale, Baillie Gifford, Polunin, Acadian, and a former sub-adviser from the advisory fees the Adviser received from the Fund. The aggregate annual sub-advisory fees paid totaled $22,180,944 or 0.33% based on the average daily net assets of the Fund. |
7 | Includes sub-advisory fees paid to BlackRock and Muzinich from the advisory fees the Adviser received from the Fund. The aggregate annual sub-advisory fees paid totaled $6,249,172 or 0.11% based on the average daily net assets of the Fund. |
8 | Includes sub-advisory fees paid to Sands and Harding Loevner from the advisory fees the Adviser received from the Fund. The aggregate annual sub-advisory fees paid totaled $15,440,651 or 0.10% based on the average daily net assets of the Fund. |
9 | Includes sub-advisory fees paid to Dimensional, Champlain, Martingale, Baillie Gifford, Polunin, and a former sub-adviser from the advisory fees the Adviser received from the Fund. The aggregate annual sub-advisory fees paid totaled $17,741,322 or 0.30% based on the average daily net assets of the Fund. |
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10 | Includes sub-advisory fees paid to BlackRock and Muzinich from the advisory fees the Adviser received from the Fund. The aggregate annual sub-advisory fees paid totaled $5,669,964 or 0.10% based on the average daily net assets of the Fund. |
HOW DO THE FUNDS MEASURE PERFORMANCE?
Each Fund may advertise its share performance by using the SEC’s standard method for calculating performance applicable to all mutual funds. The SEC also permits this standard performance information to be accompanied by non-standard performance information.
Unless otherwise stated, any quoted share performance reflects the effect of non-recurring charges, such as maximum sales charges, which, if excluded would increase the total return and yield. The performance of shares depends upon such variables as: portfolio quality; average portfolio maturity; type and value of portfolio securities; changes in interest rates; changes or differences in the Fund’s expenses; and various other factors.
Share performance fluctuates on a daily basis largely because net earnings and offering price per share fluctuate daily. Both net earnings and offering price per share are factors in the computation of yield and total return.
The performance of the Funds may be compared in various financial and news publications to the performance of various indices and investments for which reliable performance data is available. The performance of the Funds may be compared in publications to averages, performance rankings, or other information prepared by nationally recognized mutual fund ranking and statistical services. As with other performance data, performance comparisons should not be considered representative of a Fund’s relative performance for any future period.
TOTAL RETURN
Total return represents the change (expressed as a percentage) in the value of shares over a specific period of time, and includes the investment of income and capital gains distributions.
The average annual total return for a Fund’s shares is the average compounded rate of return for a given period that would equate a $1,000 initial investment to the ending redeemable value of that investment. The ending redeemable value is computed by multiplying the number of shares owned at the end of the period by the NAV per share at the end of the period. The number of shares owned at the end of the period is based on the number of shares purchased at the beginning of the period with $1,000, less any applicable sales charge, adjusted over the period by any additional shares, assuming the annual reinvestment of all distributions.
When shares of a Fund are in existence for less than a year, the Fund may advertise cumulative total return for that specific period of time, rather than annualizing the total return.
YIELD AND TAX EQUIVALENT YIELD
The yield of a Fund’s shares is calculated by dividing: (i) the net investment income per share earned by the shares over a thirty-day period by (ii) the maximum offering price per share on the last day of the period. This number is then annualized using semi-annual compounding. This means that the amount of income generated during the thirty-day period is assumed to be generated each month over a 12-month period and is reinvested every six months. The tax-equivalent yield of the Municipal Bond, the California Municipal Bond and New York Municipal Bond Funds’ shares is calculated similarly to the yield, but is adjusted to reflect the taxable yield that shares would have had to earn to equal the actual yield, assuming a specific tax rate. The yield and tax-equivalent yield do not necessarily reflect income actually earned by shares because of certain adjustments required by the SEC and, therefore, may not correlate to the dividends or other distributions paid to shareholders.
The Municipal Bond, California Municipal Bond and New York Municipal Bond Funds may use tax equivalent yield information in their sales literature and advertising. Such information sets forth the yield that is afforded by a tax free investment by showing such yields without the effect of Federal income taxes with respect to a given taxable income bracket. The interest earned by the municipal securities owned by a Fund generally remains exempt from regular federal income tax and is often exempt from state and local taxes as well. However, some of a Fund’s interest income may be subject to the federal alternative minimum tax (AMT) and state and/or local taxes.
To the extent financial institutions and broker/dealers charge fees in connection with services provided in conjunction with an investment in a Fund’s shares, the Fund’s share performance is lower for shareholders paying those fees.
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AVERAGE ANNUAL TOTAL RETURNS
After-tax returns are calculated using the historical highest individual federal marginal income tax rate, and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown. After-tax returns shown are not relevant to tax-exempt investors or those who hold Fund shares through tax-deferred arrangements such as 401(k) plans or Individual Retirement Accounts.
PERFORMANCE COMPARISONS
Advertising and sales literature may include:
· | references to ratings, rankings, and financial publications and/or performance comparisons of shares to certain indices; | |
· | charts, graphs and illustrations using the Funds’ returns, or returns in general, that demonstrate investment concepts such as tax-deferred compounding, dollar-cost averaging and systematic investment; | |
· | discussions of economic, financial and political developments and their impact on the securities market, including the portfolio manager’s views on how such developments could impact the Funds; and | |
· | information about the mutual fund industry from sources such as the Investment Company Institute. |
Each Fund may compare its performance, or performance for the types of securities in which it invests, to a variety of other investments, including federally insured bank products such as bank savings accounts, certificates of deposit, and Treasury bills.
Each Fund may quote information from reliable sources regarding individual countries and regions, world stock exchanges, and economic and demographic statistics.
You may use financial publications and/or indices to obtain a more complete view of share performance. When comparing performance, you should consider all relevant factors such as the composition of the index used, prevailing market conditions, portfolio compositions of other funds, and methods used to value portfolio securities and compute offering price.
ACCOUNT INFORMATION AND PRICING OF SHARES
Information relating to the purchase and redemption of the Funds’ shares is located in the Prospectus.
NET ASSET VALUE
For purposes of determining each Fund’s NAV per share, readily marketable equity securities listed on an exchange are valued, except as indicated below, at the last sale price reflected at the close of the regular trading session of the exchange on the business day as of which such value is being determined. Securities may be valued by independent pricing services, approved by the Corporation’s Board, which use prices provided by market makers or estimates of market value obtained yield data relating to instruments or securities with similar characteristics. If there has been no sale on such day, the securities are valued at the mean of the closing bid and asked prices on such day. If no bid or asked prices are quoted on such day, then the security is valued by using a broker-dealer quote or an approved pricing service. Equity securities traded on more than one national securities exchange are valued at the last sale price on the business day as of which such value is being determined as reflected on the tape at the close of the exchange representing the principal market for such securities. If significant events occur that materially affect the value of the security between the time trading ends on a particular security and the close of the regular trading session of the New York Stock Exchange (the “NYSE”), the Funds may value the security at its fair value as determined in good faith by or under the supervision of the Board. The effect of using fair value pricing is that a Fund’s NAV will be subject to the judgment of the Board or its designee instead of being determined by market prices. Examples of significant events may include, but will not necessarily include, an announcement by the issuer, a creditor, or a government body, political or economic events, natural disasters, or significant fluctuations in key markets that occurring after the close of the security’s principal market. Since some Funds may invest in securities that are primarily listed on foreign exchanges that trade on days when the Funds do not price their shares, the value of those Funds’ assets may change on days when you will not be able to purchase or redeem fund shares.
Readily marketable equity securities traded in the over-the-counter market, including listed securities whose primary market is believed by the Adviser or sub-adviser, as applicable, to be over-the-counter are valued at the mean of the latest bid and asked prices using a broker-dealer or an approved pricing service.
U.S. Government obligations and other debt instruments having sixty days or less remaining until maturity are valued at amortized cost. Debt instruments having a greater remaining maturity will be valued on the basis of prices obtained from a broker-dealer or an approved pricing service. All other investment assets, including restricted and not readily marketable securities, are valued under
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procedures established by and under the general supervision and responsibility of the Fund’s Board designed to reflect in good faith the fair value of such securities.
As indicated in the Prospectus, the NAV per share of each Fund’s shares will be determined as of the close of the regular trading session of the NYSE on each day that the NYSE is open for trading. If the NYSE is closed due to inclement weather, technology problems or any other reason on a day it would normally be open for business, or the NYSE has an unscheduled early closing on a day it has opened for business, a Fund reserves the right to treat such day as a business day and accept purchase and redemption orders until, and calculate its NAV as of, the normally scheduled close of regular trading on the NYSE for that day, so long as the Adviser believes there generally remains an adequate market to obtain reliable and accurate market quotations. The NYSE annually announces the days on which it will not be open for trading; the most recent announcement indicates that it will not be open on the following days: New Year’s Day, Martin Luther King, Jr. Day, Washington’s Birthday, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day. However, the NYSE may close on days not included in that announcement.
The Corporation intends to pay all redemptions in cash unless the redemption request is for more than the lesser of $250,000 or one percent of the net assets of the relevant Fund by a single shareholder over any ninety-day period. If a redemption request is over these limits, it may be to the detriment of existing shareholders to pay such redemption in cash; therefore, a redemption request may be paid in securities of equal value.
TRADING IN FOREIGN SECURITIES
Trading in foreign securities may be completed at times which vary from the closing of the NYSE. In computing its NAV, a Fund values foreign securities at the latest closing price on the exchange on which they are traded immediately prior to the closing of the NYSE. Certain foreign currency exchange rates may also be determined at the latest rate prior to the closing of the NYSE. Foreign securities quoted in foreign currencies are translated into U.S. dollars at current rates. Occasionally, events that affect these values and exchange rates may occur between the times at which they are determined and the closing of the NYSE. If such events materially affect the value of portfolio securities, these securities may be valued at their fair value as determined in good faith by the Board, although the actual calculation may be done by others.
CAPITAL STOCK AND VOTING RIGHTS
The authorized capital stock of the Corporation consists of twenty billion shares of stock having a par value of one tenth of one cent ($0.001) per share. The Board is authorized to divide the unissued shares into separate series of stock. Shares of all series will have identical voting rights, except where, by law, certain matters must be approved by a majority of the shares of the affected series. Each share of any series has equal distribution, liquidation and voting rights within the series in which it was issued. Each share of a Fund gives the shareholder one vote in Director elections and other matters submitted to shareholders for vote.
The following information supplements and should be read in conjunction with the section in the Prospectus entitled “Taxes.” The Prospectus generally describes the federal income tax treatment of distributions by the Funds. This section of the SAI provides additional information concerning federal income taxes. It is based on the Code, applicable Treasury Regulations, judicial authority, and administrative rulings and practice, all as of the date of this SAI and all of which are subject to change, including changes with retroactive effect. The following discussion does not address any state, local or foreign tax matters. A shareholder’s tax treatment may vary depending upon his or her particular situation. This discussion applies only to shareholders holding Fund shares as capital assets within the meaning of the Code. Except as otherwise noted, it may not apply to certain types of shareholders who may be subject to special rules such as insurance companies, tax-exempt organizations, shareholders holding Fund shares through tax-advantaged accounts (such as 401(k) Plan Accounts or Individual Retirement Accounts (“IRAs”)), financial institutions, broker/dealers, traders in securities that have elected mark-to-market treatment with respect to their securities holdings, entities that are not organized under the laws of the United States or a political subdivision thereof, persons who are neither citizens nor residents of the United States, shareholders holding Fund shares as part of a hedge, straddle or conversion transaction, and shareholders who are subject to the federal AMT.
The Corporation has not requested and does not anticipate requesting an advance ruling from the Internal Revenue Service (the “IRS”) as to the federal income tax matters described herein. The IRS could adopt positions contrary to those discussed below and such positions could be sustained. In addition, the following discussion and the discussions in the Prospectus applicable to each shareholder address only some of the federal income tax considerations generally affecting investments in the Funds. Prospective shareholders are urged to consult with their own tax advisors and financial planners regarding the federal tax consequences to them of an investment in a Fund, as well as the application of state, local or foreign laws, and the effect of possible changes in applicable tax laws to their investment in the Fund.
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Qualification as a Regulated Investment Company
The Corporation intends to continue to qualify each Fund as a “regulated investment company” under Subchapter M of Subtitle A, Chapter 1 of the Code. Each Fund will be treated as a separate entity for federal income tax purposes. Thus, the provisions of the Code applicable to regulated investment companies generally will apply separately to each Fund, rather than to the Corporation as a whole. Furthermore, each Fund will separately determine its income, gains, losses and expenses for federal income tax purposes.
In order to qualify as a regulated investment company under the Code, each Fund must, among other things, derive at least 90% of its gross income each taxable year generally from dividends, interest, certain payments with respect to securities loans, gains from the sale or other disposition of stock, securities or foreign currencies, and other income attributable to its business of investing in such stock, securities or foreign currencies (including but not limited to gains from options, futures or forward contracts) and net income derived from an interest in a qualified publicly traded partnership, as defined in the Code. Future Treasury Regulations may (possibly retroactively) exclude from qualifying income foreign currency gains that are not directly related to a Fund’s principal business of investing in stock or securities or options and futures with respect to stock or securities. In general, for purposes of this 90% gross income requirement, income derived from a partnership will be treated as qualifying income only to the extent such income is attributable to items of income of the partnership which would be qualifying income if realized by the regulated investment company. However, 100% of the net income derived from an interest in a qualified publicly traded partnership will be treated as qualifying income.
Each Fund must also diversify its holdings so that, at the end of each quarter of the taxable year, (i) at least 50% of the fair market value of its assets consists of (A) cash and cash items (including receivables), U.S. Government securities and securities of other regulated investment companies, and (B) securities of any one issuer (other than those described in clause (A)) to the extent such securities do not exceed 5% of the value of the Fund’s total assets and do not exceed 10% of the outstanding voting securities of such issuer, and (ii) not more than 25% of the value of the Fund’s total assets consists of the securities of any one issuer (other than those described in clause (i)(A)), the securities of two or more issuers the Fund controls and which are engaged in the same, similar, or related trades or businesses, or the securities of one or more qualified publicly traded partnerships. In addition, for purposes of meeting this diversification requirement, the term “outstanding voting securities of such issuer” includes the equity securities of a qualified publicly traded partnership and in the case of a Fund’s investments in loan participations, the Fund shall treat both the financial intermediary and the issuer of the underlying loan as an issuer. The qualifying income and diversification requirements applicable to a Fund may limit the extent to which it can engage in transactions in options, futures contracts, forward contracts and swap agreements.
In addition, each Fund generally must distribute to its shareholders an amount at least equal to the sum of 90% of its investment company taxable income, which generally includes its ordinary income and the excess of any net short-term capital gain over net long-term capital loss and at least 90% of its net tax-exempt interest income (if any) earned in each taxable year. If a Fund meets all of the regulated investment company requirements, it generally will not be subject to federal income tax on any of the investment company taxable income and net capital gain (i.e., the excess of net long-term capital gain over net short-term capital loss) it distributes to its shareholders. For this purpose, a Fund generally must make the distributions in the same year that it realizes the income and gain, although, in certain circumstances, a Fund may make the distributions in the following taxable year. Shareholders generally are taxed on any distributions from a Fund in the year they are actually distributed. If a Fund declares a distribution to shareholders of record in October, November or December of one year and pays the distribution by January 31 of the following year, however, the Fund and its shareholders will be treated as if the Fund paid the distribution by December 31 of the first taxable year. Each Fund intends to distribute its net income and gain in a timely manner to maintain its status as a regulated investment company and eliminate Fund-level federal income taxation of such income and gain. However, no assurance can be given that a Fund will not be subject to federal income taxation.
Moreover, a Fund may determine to retain for investment all or a portion of its net capital gain. If a Fund retains any net capital gain, it will be subject to a tax at regular corporate rates on the amount retained, but may report the retained amount as undistributed capital gain in a written statement to its shareholders, who (i) will be required to include in income for federal income tax purposes, as long-term capital gain, their shares of such undistributed amount, and (ii) will be entitled to credit their proportionate shares of the tax paid by the Fund on such undistributed amount against their federal income tax liabilities, if any, and to claim refunds to the extent the credit exceeds such liabilities. For federal income tax purposes, the tax basis of shares owned by a shareholder of the Fund will be increased by an amount equal under current law to the difference between the amount of undistributed capital gain included in the shareholder’s gross income under clause (i) of the preceding sentence and the tax deemed paid by the shareholder under clause (ii) of the preceding sentence.
If, for any taxable year, a Fund fails to qualify as a regulated investment company under the Code or fails to meet the distribution requirements, it will be taxed in the same manner as an ordinary corporation without any deduction for its distributions to shareholders, and all distributions from the Fund’s current and accumulated earnings and profits (including any distributions of its net
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tax-exempt income and net long-term capital gains) to its shareholders will be taxable as dividend income. Certain savings provisions may be available to a Fund to prevent such disqualification.
Historically, the IRS has issued private letter rulings in which the IRS specifically concluded that income and gains from investments in a wholly-owned foreign subsidiary that invests in commodity-linked instruments are “qualifying income” for purposes of compliance with Subchapter M of the Code. The Multi-Asset Opportunities Fund has not received such a private letter ruling, and is not able to rely on private letter rulings issued to other taxpayers. Based on the principles underlying the private letter ruling issued to other taxpayers, the Multi-Asset Opportunities Fund seeks to gain exposure to the commodity markets through investment of up to 25% of its total assets in the Subsidiary. However, the status of the Fund as a regulated investment company might be jeopardized if the IRS or a court concluded that income from the Fund’s investment in the Subsidiary does not constitute qualifying income to the Fund.
The IRS has issued regulations that generally treat the Multi-Asset Opportunities Fund’s income inclusion with respect to the Subsidiary as qualifying income if there is a distribution in the same taxable year out of the earnings and profits of the Subsidiary that is attributable to such income inclusion, or if the Fund’s income inclusion with respect to the Subsidiary is derived in connection with the Fund’s business of investing in stocks, securities, or currencies. The IRS also recently issued a revenue procedure, which states that the IRS will not in the future issue private letter rulings that would require a determination of whether an asset (such as a commodity index-linked note) is a “security” under the 1940 Act. The tax treatment of the Multi-Asset Opportunities Fund’s investments in the Subsidiary may be adversely affected by future legislation, court decisions, Treasury Regulations and/or guidance issued by the IRS that could affect whether income derived from such investments is “qualifying income” under Subchapter M of the Code, or otherwise affect the character, timing and/or amount of the Multi-Asset Opportunities Fund’s taxable income or any gains and distributions made by the Multi-Asset Opportunities Fund.
The Subsidiary will be classified as a corporation for U.S. federal income tax purposes. A foreign corporation, such as the Subsidiary, will generally not be subject to U.S. federal income taxation unless it is deemed to be engaged in a U.S. trade or business. It is expected that the Subsidiary will conduct its activities in a manner so as to meet the requirements of a safe harbor under Section 864(b)(2) of the Code under which the Subsidiary may engage in trading in stocks or securities or certain commodities without being deemed to be engaged in a U.S. trade or business. However, if certain of the Subsidiary’s activities were determined not to be of the type described in the safe harbor, then the activities of the Subsidiary may constitute a U.S. trade or business, or be taxed as such.
In general, a foreign corporation, such as the Subsidiary, that does not conduct a U.S. trade or business is nonetheless subject to tax at a flat rate of 30% (or lower tax treaty rate), generally payable through withholding, on the gross amount of certain U.S.-source income that is not effectively connected with a U.S. trade or business. There is presently no tax treaty in force between the U.S. and the Cayman Islands that would reduce this rate of withholding tax. However, it is not expected that the Subsidiary will derive substantial income subject to such withholding tax.
The Subsidiary will be treated as a “controlled foreign corporation” and the Multi-Asset Opportunities Fund will be treated as a “U.S. shareholder” of the Subsidiary for U.S. federal income tax purposes. As a result, the Multi-Asset Opportunities Fund will be required to currently include in gross income for U.S. federal income tax purposes all of the Subsidiary’s “subpart F income”, whether or not such income is distributed by the Subsidiary. It is expected that all of the Subsidiary’s income will be “subpart F income.” The Multi-Asset Opportunities Fund’s recognition of the Subsidiary’s “subpart F income” will increase the Fund’s tax basis in its Subsidiary stock. Distributions by the Subsidiary to the Multi-Asset Opportunities Fund will be tax-free, to the extent of its previously undistributed “subpart F income,” and will correspondingly reduce the Multi-Asset Opportunities Fund’s tax basis in the Subsidiary’s stock. “Subpart F income” is generally treated as ordinary income, regardless of the character of the Subsidiary’s underlying income. If a net loss is realized by the Subsidiary, such loss is not generally available to offset the income earned by the Multi-Asset Opportunities Fund and such loss cannot be carried forward to offset taxable income of the Multi-Asset Opportunities Fund or the Subsidiary in future periods.
Capital Loss Carry-forwards
Capital losses realized by a Fund during taxable years beginning before December 22, 2010 may be carried forward for eight years following the year of the loss. All other capital losses may be carried forward indefinitely. If future capital gains are offset by carried-forward capital losses, such future capital gains are not subject to Fund-level federal income taxation, regardless of whether they are distributed to shareholders. However, future capital gains offset by carried-forward capital losses are generally subject to taxation as ordinary dividends to shareholders if distributed. Accordingly, the Funds do not expect to distribute such capital gains. The Funds cannot carry back or carry forward any net operating losses.
As of October 31, 2019, the All Cap ESG Fund had a short-term capital loss carryforward of $1,344,284 and a long-term capital loss carryforward of $2,018, the Fixed Income Fund had a short-term capital loss carryforward of $1,851,568 and a long-term capital loss carryforward of $6,198,453 and the Municipal Bond Fund had a short-term capital loss carryforward of $2,734,013 and a long-term
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capital loss carryforward of $4,363,094 available to offset future realized capital gains in accordance with the Regulated Investment Company Modernization Act of 2010. This capital loss carryforward is not subject to expiration and must first be utilized to offset future realized gains of the same character.
If a Fund engages in a reorganization, either as an acquiring fund or acquired fund, its own capital loss carry-forwards and the use of its unrealized losses against future realized gains, or such losses of other funds participating in the reorganization, may be subject to severe limitations that could make such losses substantially unusable. Certain of the Funds have engaged in reorganizations in the past and the Funds may engage in reorganizations in the future.
Equalization Accounting
Each Fund may use the so-called “equalization method” of accounting to allocate a portion of its “earnings and profits,” which generally equals a Fund’s undistributed net investment income and realized capital gains, with certain adjustments, to redemption proceeds. This method permits a Fund to achieve more balanced distributions for both continuing and redeeming shareholders. Although using this method generally will not affect a Fund’s total returns, it may reduce the amount that the Fund would otherwise distribute to continuing shareholders by reducing the effect of redemptions of Fund shares on Fund distributions to continuing shareholders. However, the IRS generally will not have expressly sanctioned the equalization accounting method used by a particular Fund, and thus the use of this method may be subject to IRS scrutiny.
Excise Tax
A 4% nondeductible excise tax will be imposed on each Fund’s net income and gains (other than to the extent of its tax-exempt interest income, if any) to the extent it fails to distribute by December 31 of each calendar year an amount at least equal to the sum of 98% of its ordinary income for that year (taking into account certain deferrals and elections), 98.2% of its capital gain net income (adjusted for certain net ordinary losses) for the 12-month period ending on October 31 of that year and all of its ordinary income and capital gain net income from previous years that were not distributed during such years. For these purposes, a Fund will be treated as having distributed any amount on which it has been subject to corporate income tax in the taxable year ending within the calendar year. Each Fund intends to distribute substantially all of its net income and gain, if any, by the end of each calendar year and, thus, expects not to be subject to the excise tax. However, no assurance can be given that a Fund will not be subject to the excise tax. Moreover, each Fund reserves the right to pay an excise tax rather than make an additional distribution when circumstances warrant (for example, the amount of excise tax to be paid is deemed de minimis by a Fund).
Taxation of Fund Investments
In general, realized gains or losses on the sale of portfolio securities will be treated as capital gains or losses, and long-term capital gains or losses if the Fund has held the disposed securities for more than one year at the time of disposition.
If a Fund purchases a debt obligation with original issue discount (“OID”) (generally a debt obligation with an issue price less than its stated principal amount, such as a zero-coupon bond), the Fund may be required to include annually in its taxable income (or, in the case of the Municipal Bond Fund, California Municipal Bond Fund and New York Municipal Bond Fund, its distributable income) a portion of the OID as ordinary income, even though the Fund will not receive cash payments for such discount until maturity or disposition of the obligation. Inflation-protected bonds generally can be expected to produce OID income as their principal amounts are adjusted upward for inflation. A portion of the OID includible in income with respect to certain high-yield corporate debt securities may be treated as a dividend for federal income tax purposes. In general, gains recognized on the disposition of a debt obligation (including a municipal obligation) purchased by a Fund at a market discount, generally at a price less than its principal amount, will be treated as ordinary income to the extent of the portion of market discount which accrued, but was not previously recognized pursuant to an available election, during the term that the Fund held the debt obligation. A Fund generally will be required to make distributions to shareholders representing the OID income on debt securities that is currently includible in income, even though the cash representing such income may not have been received by the Fund. Cash to pay such distributions may be obtained from borrowing or from sales proceeds of securities held by a Fund which the Fund otherwise might have continued to hold; obtaining such cash might be disadvantageous for the Fund.
In addition, payment-in-kind securities similarly will give rise to income which is required to be distributed and is taxable even though a Fund holding such a security receives no interest payment in cash on the security during the year.
If a Fund invests in debt securities that are in the lowest rating categories or are unrated, including debt securities of issuers not currently paying interest or who are in default, special tax issues may exist for the Fund. Tax rules are not entirely clear about issues such as when a Fund may cease to accrue interest, OID, or market discount, when and to what extent deductions may be taken for bad debts or worthless securities, and how payments received on obligations in default should be allocated between principal and income. These and other related issues will be addressed by a Fund when, as, and if it invests in such securities, in order to seek to ensure that
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it distributes sufficient income to preserve its status as a regulated investment company and does not become subject to U.S. federal income or excise tax.
If an option granted by a Fund is sold, lapses or is otherwise terminated through a closing transaction, such as a repurchase by the Fund of the option from its holder, the Fund will realize a short-term capital gain or loss, depending on whether the premium income is greater or less than the amount paid by the Fund in the closing transaction. Some capital losses realized by a Fund in the sale, exchange, exercise or other disposition of an option may be deferred if they result from a position that is part of a “straddle,” discussed below. If securities are sold by a Fund pursuant to the exercise of a call option granted by it, the Fund will add the premium received to the sale price of the securities delivered in determining the amount of gain or loss on the sale. If securities are purchased by a Fund pursuant to the exercise of a put option written by it, the Fund will subtract the premium received from its cost basis in the securities purchased.
Some regulated futures contracts, certain foreign currency contracts, and non-equity, listed options used by a Fund will be deemed “Section 1256 contracts.” A Fund will be required to mark-to-market any such contracts held at the end of the taxable year by treating them as if they had been sold on the last day of that year at market value. Sixty percent of any net gain or loss realized on all dispositions of Section 1256 contracts, including deemed dispositions under the “mark-to-market” rule, generally will be treated as long-term capital gain or loss, and the remaining 40% will be treated as short-term capital gain or loss, although certain foreign currency gains and losses from such contracts may be treated as ordinary income or loss (as described below). These provisions may require a Fund to recognize income or gains without a concurrent receipt of cash. Transactions that qualify as designated hedges are exempt from the mark-to-market rule and the “60%/40%” rule and may require the Fund to defer the recognition of losses on certain futures contracts, foreign currency contracts and non-equity options.
Foreign exchange gains and losses realized by a Fund in connection with certain transactions involving foreign currency-denominated debt securities, certain options and futures contracts and similar instruments relating to foreign currency, foreign currency forward contracts, foreign currencies, or payables or receivables denominated in a foreign currency are subject to Section 988 of the Code, which generally causes such gains and losses to be treated as ordinary income or loss and may affect the amount and timing of recognition of the Fund’s income. Under future Treasury Regulations, any such transactions that are not directly related to a Fund’s investments in stock or securities (or its options contracts or futures contracts with respect to stock or securities) may have to be limited in order to enable the Fund to satisfy the 90% income test described above. If the net foreign exchange loss exceeds a Fund’s net investment company taxable income (computed without regard to such loss) for a taxable year, the resulting ordinary loss for such year will not be deductible by the Fund or its shareholders in future years.
Offsetting positions held by a Fund involving certain derivative instruments, such as financial forward, futures or options contracts may be considered, for federal income tax purposes, to constitute “straddles.” “Straddles” are defined to include “offsetting positions” in actively traded personal property. The tax treatment of “straddles” is governed by Section 1092 of the Code, which, in certain circumstances, overrides or modifies the provisions of Section 1256. If a Fund is treated as entering into “straddles” and at least one (but not all) of the futures or option contracts comprising a part of such straddles is governed by Section 1256 of the Code, described above, such straddles could be characterized as “mixed straddles.” A Fund may make one or more elections with respect to “mixed straddles.” Depending upon which election is made, if any, the results with respect to a Fund may differ. Generally, to the extent the straddle rules apply to positions established by a Fund, losses realized by the Fund may be deferred to the extent of unrealized gain in any offsetting positions. Moreover, as a result of the straddle rules, short-term capital loss on straddle positions may be recharacterized as long-term capital loss, and long-term capital gain may be characterized as short-term capital gain or ordinary income. In addition, the existence of a straddle may affect the holding period of the offsetting positions. As a result, the straddle rules could cause distributions that would otherwise constitute qualified dividend income (defined below) to fail to satisfy the applicable holding period requirements (described below) and therefore to be taxed as ordinary income. Further, the Fund may be required to capitalize, rather than deduct currently, any interest expense and carrying charges applicable to a position that is part of a straddle, including any interest expense on indebtedness incurred or continued to purchase or carry any positions that are part of a straddle. Because the application of the straddle rules may affect the character of gains and losses, defer losses and/or accelerate the recognition of gains or losses from affected straddle positions, the amount which must be distributed to shareholders, and which will be taxed to shareholders as ordinary income or long-term capital gain, may be increased or decreased substantially as compared to the situation where a Fund had not engaged in such transactions.
If a Fund enters into a “constructive sale” of any appreciated financial position in stock, a partnership interest, or certain debt instruments, the Fund will be treated as if it had sold and immediately repurchased the property and must recognize gain (but not loss) with respect to that position. A constructive sale of an appreciated financial position occurs when a Fund enters into certain transactions with respect to the same or substantially identical property, including: (i) a short sale; (ii) an offsetting notional principal contract; (iii) a futures or forward contract; or (iv) other transactions identified in future Treasury Regulations. The character of the gain from constructive sales will depend upon a Fund’s holding period in the property. Any gain or loss subsequently realized with respect to an appreciated financial position shall be adjusted to take into account any gain realized as a result of any constructive sale. The character of any such subsequent gain or losses will depend upon a Fund’s holding period in the property subsequent to any
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constructive sale and the application of various loss deferral provisions in the Code. Constructive sale treatment does not apply to a transaction if such transaction is closed before the end of the 30th day after the close of the Fund’s taxable year and the Fund holds the appreciated financial position unhedged throughout the 60-day period beginning with the day such transaction was closed.
The amount of long-term capital gain a Fund may recognize from certain derivative transactions with respect to interests in certain pass-through entities is limited under the Code’s constructive ownership rules. The amount of long-term capital gain is limited to the amount of such gain a Fund would have had if the Fund directly invested in the pass-through entity during the term of the derivative contract. Any gain in excess of this amount is treated as ordinary income. An interest charge is imposed on the amount of gain that is treated as ordinary income.
In addition, a Fund’s transactions in securities and certain types of derivatives (e.g., options, futures contracts, forward contracts, and swap agreements) may be subject to other special tax rules, such as the wash sale rules or the short sale rules, the effect of which may be to accelerate income to the Fund, defer losses to the Fund, cause adjustments to the holding periods of the Fund’s securities, convert long-term capital gains into short-term capital gains, and/or convert short-term capital losses into long-term capital losses. These rules could therefore affect the amount, timing, and character of distributions to shareholders.
Certain of a Fund’s hedging activities (including its transactions, if any, in foreign currencies or foreign currency-denominated instruments) are likely to produce a difference between its book income and its taxable income. If a Fund’s book income exceeds the sum of its taxable income and net tax-exempt income (if any), the distribution (if any) of such excess generally will be treated as (i) a dividend to the extent of the Fund’s remaining earnings and profits (including earnings and profits arising from tax-exempt income), (ii) thereafter, as a return of capital up to the amount of a shareholder’s tax basis in the shareholder’s Fund shares, and (iii) thereafter, as capital gain. If a Fund’s book income is less than the sum of its taxable income and net tax-exempt income (if any), the Fund could be required to make distributions exceeding book income in order to qualify as a regulated investment company.
“Passive foreign investment companies” (“PFICs”) are generally defined as certain foreign corporations that receive at least 75% of their annual gross income from passive sources (such as interest, dividends, certain rents and royalties, or capital gains) or that hold at least 50% of their assets in investments producing such passive income. If a Fund acquires any equity interest in a PFIC, the Fund could be subject to federal income tax and IRS interest charges on “excess distributions” received from the PFIC or on gain from the sale of such equity in the PFIC, even if all income or gain actually received by the Fund is timely distributed to its shareholders. Excess distributions and gain from the sale of equity interests in PFICs will be characterized as ordinary income even though, absent the application of PFIC rules, these amounts would have been classified as capital gain.
A Fund will not be permitted to pass through to its shareholders any credit or deduction for taxes and interest charges incurred with respect to PFICs. Elections may be available that would ameliorate these adverse tax consequences, but such elections could require a Fund to recognize taxable income or gain without the concurrent receipt of cash. Investments in PFICs could also result in the treatment of associated capital gains as ordinary income. The Funds may attempt to limit and/or manage their holdings in PFICs to minimize their tax liability or maximize their returns from these investments, but there can be no assurance they will be able to do so. Moreover, because it is not always possible to identify a foreign corporation as a PFIC in advance of acquiring shares in the corporation, a Fund may incur the tax and interest charges described above in some instances. Dividends paid by PFICs will not be eligible to be treated as qualifying dividend income.
Rules governing the federal income tax aspects of derivatives, including swap agreements, are in a developing stage and are not entirely clear in certain respects, particularly in light of a pair of 2006 IRS revenue rulings that held that income from certain derivative contracts with respect to a commodity index or individual commodities was not qualifying income for a regulated investment company. Certain requirements that must be met under the Code in order for each Fund to qualify as a regulated investment company may limit the extent to which a Fund will be able to engage in derivative transactions. The Funds intend to limit their investments in commodity-linked derivatives in a manner designed to maintain their continued qualification as regulated investment companies under the Code. Each Fund also intends to account for derivative transactions in a manner it deems to be appropriate. However, the IRS may not agree with determinations made by a Fund. If it does not, the status of the Fund as a regulated investment company might be jeopardized.
A Fund may invest in REITs. Investments in REIT equity securities may require a Fund to accrue and distribute income not yet received. To generate sufficient cash to make the requisite distributions, the Fund may be required to sell securities in its portfolio (including when it is not advantageous to do so) that it otherwise would have continued to hold. The Fund’s investments in REIT equity securities may at other times result in the Fund’s receipt of cash in excess of the REIT’s earnings; if the Fund distributes these amounts, these distributions could constitute a return of capital to Fund shareholders for federal income tax purposes. Dividends received by the Fund from a REIT generally will not constitute qualified dividend income.
Tax reform legislation enacted on December 22, 2017, informally known as the Tax Cuts and Jobs Act (the “Tax Act”), established a 20% deduction for qualified business income. Under this provision, which is effective for taxable years beginning in 2018 and,
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without further legislation, will sunset for taxable years beginning after 2025, individuals, trusts, and estates generally may deduct (the “Deduction”) 20% of “qualified business income,” which includes all ordinary REIT dividends (“Qualifying REIT Dividends”) and certain income from investments in MLPs (“MLP Income”). The IRS has recently issued proposed regulations permitting a regulated investment company to pass through to its shareholders Qualifying REIT Dividends eligible for the 20% deduction. However, the proposed regulations do not provide a mechanism for a regulated investment company to pass through to its shareholders MLP Income that would be eligible for such deduction. It is uncertain whether future legislation or other guidance will enable a regulated investment company to pass through the special character of MLP Income to the regulated investment company’s shareholders.
A Fund may invest in REITs that hold residual interests in REMICs or taxable mortgage pools (TMPs), or such REITs may themselves constitute TMPs. Under an IRS notice, and future Treasury Regulations that have yet to be issued but may apply retroactively, a portion of a Fund’s income from a REIT that is attributable to the REIT’s residual interest in a real estate mortgage investment conduit (REMIC) or a TMP (referred to in the Code as an “excess inclusion”) will be subject to federal income tax in all events. This notice also provides, and the regulations are expected to provide, that excess inclusion income of a regulated investment company, such as each Fund, will be allocated to shareholders of the regulated investment company in proportion to the dividends received by such shareholders, with the same consequences as if the shareholders held the related residual interest or invested in the TMP directly. As a result, the Fund may not be a suitable investment for certain tax-exempt shareholders.
In general, excess inclusion income allocated to shareholders (i) cannot be offset by net operating losses (subject to a limited exception for certain thrift institutions), (ii) will constitute unrelated business taxable income (UBTI) to entities (including a qualified pension plan, an individual retirement account, a 401(k) plan, a Keogh plan or certain other tax-exempt entities) subject to tax on unrelated business income, thereby potentially requiring such an entity that is allocated excess inclusion income, and otherwise might not be required to file a tax return, to file a tax return and pay tax on such income, and (iii) in the case of a non-U.S. shareholder, will not qualify for any reduction in U.S. federal withholding tax.
In addition to the investments described above, prospective shareholders should be aware that other investments made by the Funds may involve complex tax rules that may result in income or gain recognition by the Funds without corresponding current cash receipts. Although the Funds seek to avoid significant noncash income, such noncash income could be recognized by the Funds, in which case the Funds may distribute cash derived from other sources in order to meet the minimum distribution requirements described above. In this regard, the Funds could be required at times to liquidate investments prematurely in order to satisfy their minimum distribution requirements.
Taxation of Distributions
Except for exempt-interest dividends paid out by the Municipal Bond Fund, California Municipal Bond Fund and New York Municipal Bond Fund, defined below, all distributions paid out of a Fund’s current and accumulated earnings and profits (as determined at the end of the year), whether paid in cash or reinvested in the Fund, generally are deemed to be taxable distributions and must be reported by each shareholder who is required to file a U.S. federal income tax return. Dividends and distributions on a Fund’s shares are generally subject to federal income tax as described herein to the extent they do not exceed the Fund’s realized income and gains, even though such dividends and distributions may economically represent a return of a particular shareholder’s investment. Such distributions are likely to occur in respect of shares purchased at a time when the Fund’s NAV reflects gains that are either unrealized, or realized but not distributed. For federal income tax purposes, a Fund’s earnings and profits, described above, are determined at the end of the Fund’s taxable year and are generally allocated pro rata to distributions paid over the entire year. Distributions in excess of a Fund’s current and accumulated earnings and profits will first be treated as a return of capital up to the amount of a shareholder’s tax basis in his or her Fund shares and then as capital gain. A return of capital is not taxable, but it reduces a shareholder’s tax basis in his or her Fund shares, thus reducing any loss or increasing any gain on a subsequent taxable disposition by the shareholder of his or her shares. A Fund may make distributions in excess of earnings and profits to a limited extent, from time to time.
For federal income tax purposes, distributions of investment income (except for exempt-interest dividends and dividends treated as qualified dividend income, as discussed below) are generally taxable as ordinary income, and distributions of gains from the sale of investments that a Fund owned (or is deemed to have owned) for one year or less will be taxable at ordinary income rates. Distributions properly reported by a Fund as capital gain distributions will be taxable to shareholders as long-term capital gain (to the extent such distributions do not exceed the Fund’s actual net long-term capital gain for the taxable year), regardless of how long a shareholder has held Fund shares and do not qualify as dividends for purposes of the dividends-received deduction or as qualified dividend income (defined below). Each Fund will report capital gains distributions, if any, in a written statement mailed by the Fund to its shareholders.
Some states will not tax distributions made to individual shareholders that are attributable to interest a Fund earned on direct obligations of the U.S. Government if the Fund meets the state’s minimum investment or reporting requirements, if any. Investments in Government National Mortgage Association or Federal National Mortgage Association securities, bankers’ acceptances,
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commercial paper and repurchase agreements collateralized by U.S. Government securities generally do not qualify for tax-free treatment. This exemption may not apply to corporate shareholders.
Sales and Exchanges of Fund Shares
If a shareholder sells or exchanges his or her Fund shares, subject to the discussion below, he or she generally will realize a taxable capital gain or loss on the difference between the amount received for the shares (or deemed received in the case of an exchange) and his or her tax basis in the shares. This gain or loss will be long-term capital gain or loss if he or she has held (or is deemed to have held) such Fund shares for more than one year at the time of the sale or exchange, and short-term capital gain or loss otherwise.
If a shareholder incurs a sales charge in acquiring shares of a Fund, and by reason of incurring such charge or making such acquisition acquires a reinvestment right and then sells or exchanges such Fund shares within 90 days of having acquired them, and if, as a result of having initially acquired those shares, he or she subsequently pays a reduced sales charge on a new purchase of shares of the Fund or a different regulated investment company during the period beginning on the date of disposition of the original Fund shares and ending on the January 31 of the calendar year that includes the date of such disposition, the sales charge previously incurred in acquiring the Fund’s shares generally will not be taken into account (to the extent the previous sales charges do not exceed the reduction in sales charges on the new purchase) for the purpose of determining the amount of gain or loss on the disposition, but generally will be treated as having been incurred in the new purchase. Also, if a shareholder realizes a loss on a disposition of Fund shares, the loss will be disallowed under the “wash sale” rules to the extent he or she purchases substantially identical shares within the 61-day period beginning 30 days before and ending 30 days after the disposition. Any disallowed loss generally will be reflected in an adjustment to the tax basis of the purchased shares.
If a shareholder receives a capital gain distribution with respect to any Fund share and such Fund share is held for six months or less, then (unless otherwise disallowed) any loss on the sale or exchange of that Fund share will be treated as a long-term capital loss to the extent of the capital gains distribution. In addition, if a shareholder holds Municipal Bond Fund, California Municipal Bond Fund or New York Municipal Bond Fund shares for six months or less, any loss on the sale or exchange of those shares will be disallowed to the extent of the amount of exempt-interest dividends received with respect to the shares.
Cost Basis Reporting
The Funds are required to report to the IRS and furnish to you annually on Form 1099-B the cost basis information for a Fund’s shares purchased or acquired on or after January 1, 2012, and sold on or after that date. In addition to the requirement that the Funds report the gross proceeds from the sale of a Fund’s shares, the Funds also are required to report the cost basis information for such shares and indicate whether these shares had a short-term or long-term holding period. For each sale of a Fund’s shares, a Fund will permit you to elect from among several IRS-accepted cost basis methods, including average cost basis. In the absence of an election, cost basis will be calculated using the Funds’ default method of average cost. The cost basis method elected by you (or the cost basis method applied by default) for each sale of a Fund’s shares may not be changed after the settlement date of each such sale of a Fund’s shares. At any time, you may designate a new election for future cost basis calculations.
You should carefully review the cost basis information provided by a Fund and make any adjustments that are required when reporting these amounts on federal income tax returns. If your account is held by an investment representative (financial advisor, broker or other nominee), you should consider contacting that representative with respect to reporting of cost basis and available elections for your account. You are encouraged to refer to the appropriate IRS regulations or consult your tax advisor to obtain more information about cost basis reporting and, in particular, to determine the best IRS-accepted cost basis method for your personal tax situation.
For shares of a Fund purchased or acquired on or before December 31, 2011, and sold on or after that date, Funds are required to report only the gross proceeds from the sale of the Fund’s shares.
Foreign Taxes
Amounts realized by a Fund from sources within foreign countries may be subject to withholding and other taxes imposed by such countries. Tax conventions between certain countries and the United States may reduce or eliminate such taxes. If more than 50% of the value of a Fund’s total assets at the close of its taxable year consists of securities of non-U.S. companies, the Fund will be eligible to file an annual election with the IRS pursuant to which the Fund may pass-through to its shareholders on a pro rata basis certain foreign income and similar taxes paid by the Fund, which may be claimed, subject to certain limitations, either as a tax credit or deduction by the shareholders.
It is possible that the Large Cap Strategies Fund and Small & Mid Cap Strategies Fund may, in certain taxable years, qualify to make the election. However, even if a Fund qualifies for the election for a year, it may decide not to make the election for such year. If a Fund does not so elect then shareholders will not be entitled to claim a credit or deduction with respect to foreign taxes paid or
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withheld. A Fund will report to each shareholder in a written statement whether it has elected for the foreign taxes paid by the Fund to “pass-through” for that year.
Even if a Fund qualifies for and makes the election, foreign income and similar taxes will only pass-through to the Fund’s shareholders if the Fund and its shareholders meet certain holding period requirements. Specifically, (i) the shareholders must have held Fund shares for at least 16 days during the 31-day period beginning 15 days prior to the date upon which the shareholders became entitled to receive Fund distributions corresponding with the pass-through of such foreign taxes paid by the Fund, and (ii) with respect to dividends received by the Fund on foreign shares giving rise to such foreign taxes, the Fund must have held the shares for at least 16 days during the 31-day period beginning 15 days prior to the date upon which the Fund became entitled to the dividend. These holding periods increase for certain dividends on preferred stock. A Fund may choose not to make the election if the Fund has not satisfied its holding requirements.
If a Fund makes the election, the Fund will not be permitted to claim a credit or deduction for foreign taxes paid in that year, and the Fund’s dividends paid deduction will be increased by the amount of foreign taxes paid that year. Fund shareholders that have satisfied the holding period and certain other requirements will include their proportionate share of the foreign taxes paid by the Fund in their gross income and treat those amounts as paid by them for the purpose of the foreign tax credit or deduction. If such shareholder claims a credit for foreign taxes paid, the credit will be limited to the extent it exceeds the shareholder’s federal income tax attributable to foreign source taxable income or the amount specified in the written statement mailed to that shareholder. If the credit is attributable, wholly or in part, to qualified dividend income (as defined below), special rules will be used to limit the credit in a manner that reflects any resulting dividend rate differential.
In general, an individual with $300 or less of creditable foreign taxes may elect to be exempt from the foreign source taxable income and qualified dividend income limitations if the individual has no foreign source income other than qualified passive income. This $300 threshold is increased to $600 for joint filers. A deduction for foreign taxes paid may be claimed only by shareholders that itemize their deductions.
Federal Income Tax Rates
As of the date of this SAI, the maximum stated federal income tax rate applicable to individuals generally is 37% for ordinary income and 20% for net long-term capital gain. Distributions of net capital gain (the excess of net long-term capital gain over net short-term capital loss) that are derived from the sale or disposition of collectibles are currently taxable at a 28% federal rate.
Current federal income tax law also provides for a maximum individual federal income tax rate applicable to “qualified dividend income” (defined below) equal to the highest net long-term capital gains rate, which generally is 20%. In general, “qualified dividend income” is income attributable to dividends received by the Fund from certain domestic and foreign corporations, as long as certain holding period and other requirements are met by the Fund with respect to the dividend-paying corporation’s stock and by the shareholders with respect to the Fund’s shares. If 95% or more of a Fund’s gross income (excluding net long-term capital gain over net short-term capital loss) constitutes qualified dividend income, all of its distributions (other than capital gain dividends) generally will be treated as qualified dividend income in the hands of individual shareholders, as long as they have owned their Fund shares for at least 61 days during the 121-day period beginning 60 days before the Fund’s ex-dividend date (or, in the case of certain preferred stock, 91 days during the 181-day period beginning 90 days before such date). If less than 95% of the Fund’s income is attributable to qualified dividend income, then only the portion of the Fund’s distributions that is attributable to qualified dividend income and designated as such in a timely manner will be so treated in the hands of individual shareholders. Payments received by the Fund derived from securities lending, repurchase agreements and other derivative transactions ordinarily will not qualify as qualified dividend income. The rules attributable to the qualification of Fund distributions as qualified dividend income are complex, including the holding period requirements. Individual Fund shareholders therefore are urged to consult their own tax advisors and financial planners. Income and bond funds, such as the Fixed Income Fund, Municipal Bond Fund, California Municipal Bond Fund and New York Municipal Bond Fund, typically do not distribute significant amounts of qualified dividend income.
The maximum stated corporate federal income tax rate applicable to ordinary income and net capital gain is 21%. The effective marginal tax rate may be higher for some shareholders, for example through reductions in deductions. Naturally, the amount of tax payable by any taxpayer will be affected by a combination of tax laws covering, for example, deductions, credits, deferrals, exemptions, sources of income and other matters.
Section 1411 of the Code generally imposes a 3.8% Medicare contribution tax on certain high-income individuals, trusts and estates. For individuals, the 3.8% tax will apply to the lesser of (1) the amount by which the taxpayer’s modified adjusted gross income exceeds certain threshold amounts or (2) the taxpayer’s “net investment income.” For this purpose, “net investment income” generally includes, among other things, (i) distributions paid by a Fund of net investment income and capital gains (other than exempt-interest dividends) as described above, and (ii) any net gain from the sale, exchange or other taxable disposition of Fund shares. Shareholders are advised to consult their tax advisors regarding the possible implications of this additional tax on their investment in a Fund.
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Backup Withholding
A Fund may be required to withhold, and remit to the U.S. Treasury, subject to certain exemptions, an amount equal to 24% of all distributions and redemption proceeds (including proceeds from exchanges and redemptions in-kind) paid or credited to a Fund shareholder, if the shareholder fails to furnish the Fund with a correct “taxpayer identification number” (“TIN”), generally the shareholder’s social security or employer identification number; if (when required to do so) the shareholder fails to certify under penalty of perjury that the TIN provided is correct and that the shareholder is not subject to backup withholding; or if the IRS notifies the Fund that the shareholder’s TIN is incorrect or that the shareholder is subject to backup withholding. These backup withholding rules may also apply to distributions that are properly reported as exempt-interest dividends. This backup withholding is not an additional tax imposed on the shareholder. The shareholder may apply amounts required to be withheld as a credit against his or her future federal income tax liability and may obtain a refund of any excess amounts withheld, provided that the required information is furnished to the IRS. If a shareholder fails to furnish a valid TIN upon request, the shareholder can also be subject to IRS penalties. A shareholder may generally avoid backup withholding by furnishing a properly completed IRS Form W-9.
Tax-Deferred Plans
The shares of the Funds may be available for a variety of tax-deferred retirement and other tax-advantaged plans and accounts, including IRAs, Simplified Employee Pension Plans (“SEP-IRAs”), Savings Incentive Match Plans for Employees (“SIMPLE Plans”), Roth IRAs, and Coverdell Education Savings Accounts. Prospective investors should contact their tax advisors and financial planners regarding the tax consequences to them of holding Fund shares through such plans and/or accounts.
Corporate Shareholders
Subject to limitation and other rules, a corporate shareholder of a Fund may be eligible for the dividends-received deduction on Fund distributions attributable to dividends received by the Fund from domestic corporations, which, if received directly by the corporate shareholder, would qualify for such a deduction. The dividends-received deduction may be subject to certain reductions, and a distribution by a Fund attributable to dividends of a domestic corporation will be eligible for the deduction only if certain holding period and other requirements are met. These requirements are complex; therefore, corporate shareholders of the Funds are urged to consult their own tax advisors and financial planners.
A portion of the interest paid or accrued on certain high-yield discount obligations owned by a Fund may not be deductible to the issuer. If a portion of the interest paid or accrued on certain high-yield discount obligations is not deductible, that portion will be treated as a dividend for purposes of the corporate dividends-received deduction if certain requirements are met. In such cases, if the issuer of the high-yield discount obligations is a domestic corporation, dividend payments by a Fund may be eligible for the dividends-received deduction to the extent of the dividend portion of such interest.
Foreign Shareholders
Under an exemption, distributions reported by a Fund as “interest-related dividends” (defined below) generally will be exempt from federal income tax withholding, provided the Fund obtains a properly completed and signed certificate of foreign status from such foreign shareholder (“exempt foreign shareholder”). Interest-related dividends are generally attributable to the Fund’s net interest income earned on certain debt obligations and paid to a nonresident alien individual, a foreign trust (i.e., a trust other than a trust which a U.S. court is able to exercise primary supervision over administration of that trust and one or more U.S. persons have authority to control substantial decisions of that trust), a foreign estate (i.e., the income of which is not subject to U.S. tax regardless of source) or a foreign corporation (each, a “foreign shareholder”). In order to qualify as an interest-related dividend, the Fund must report a distribution as such in a written statement mailed to its shareholders. Distributions made to exempt foreign shareholders attributable to net investment income from other sources, such as dividends received by a Fund, generally will be subject to non-refundable federal income tax withholding at a 30% rate (or such lower rate provided under an applicable income tax treaty). However, this tax generally will not apply to exempt-interest dividends from a Fund. Notwithstanding the foregoing, if a distribution described above is “effectively connected” with a U.S. trade or business (or, if an income tax treaty applies, is attributable to a permanent establishment) of the recipient foreign shareholder, federal income tax withholding and exemptions attributable to foreign persons will not apply and the distribution will be subject to the tax, reporting and withholding requirements generally applicable to U.S. persons.
In general, a foreign shareholder’s capital gains realized on the disposition of Fund shares, capital gain distributions and, under an exemption recently made permanent by Congress, “short-term capital gain distributions” (defined below) are not subject to federal income or withholding tax, provided that the Fund obtains a properly completed and signed certificate of foreign status, unless: (i) such gains or distributions are effectively connected with a U.S. trade or business (or, if an income tax treaty applies, are attributable to a permanent establishment) of the foreign shareholder; (ii) in the case of an individual foreign shareholder, the shareholder is
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present in the U.S. for a period or periods aggregating 183 days or more during the year of the disposition of Fund shares or the receipt of capital gain distributions or short-term capital gain distributions and certain other conditions are met; or (iii) such gains or, in certain cases, distributions are attributable to gain from the sale or exchange of a U.S. real property interest. If such gains or distributions are effectively connected with a U.S. trade or business (or are attributable to a U.S. permanent establishment of the foreign shareholder pursuant to an applicable income tax treaty), the tax, reporting and withholding requirements applicable to U.S. persons generally will apply to the foreign shareholder and an additional branch profits tax may apply if the foreign shareholder is a foreign corporation. If such gains or distributions are not effectively connected for this purpose, but the foreign shareholder meets the requirements of clause (ii) described above, such gains and distributions will be subject to U.S. federal income withholding tax at a 30% rate (or such lower rate provided under an applicable income tax treaty). If the requirements of clause (iii) are met, the foreign shareholder may be subject to certain tax, withholding, and/or reporting requirements, depending in part on whether the foreign shareholder holds (or has held in the prior 12 months) more than a 5% interest in the Fund. “Short-term capital gain distributions” are distributions attributable to a Fund’s net short-term capital gain in excess of its net long-term capital loss and reported as such from a Fund in a written statement mailed by the Fund to its shareholders.
Even if permitted to do so, the Funds provide no assurance that they will report any distributions as interest-related distributions or short-term capital gain distributions. Even if a Fund reports any distributions as such, if you hold Fund shares through an intermediary, no assurance can be made that your intermediary will respect such reports.
Special rules apply to foreign partnerships and those holding Fund shares through foreign partnerships. If a Fund qualifies and makes an election to pass-through foreign taxes to its shareholders, foreign shareholders of the Fund generally will be subject to increased federal income taxation without a corresponding benefit for the pass-through of foreign taxes.
Foreign shareholders may also be subject to U.S. estate tax with respect to their Fund shares.
The Foreign Account Tax Compliance Act (“FATCA”)
A 30% withholding tax on a Fund’s distributions generally applies if paid to a foreign entity unless: (i) if the foreign entity is a “foreign financial institution,” it undertakes certain due diligence, reporting, withholding and certification obligations, (ii) if the foreign entity is not a “foreign financial institution,” it identifies certain of its U.S. investors or (iii) the foreign entity is otherwise exempted under FATCA. If applicable, and subject to any intergovernmental agreement, withholding under FATCA is required generally with respect to distributions from the Funds. If withholding is required under FATCA on a payment related to your shares, investors that otherwise would not be subject to withholding (or that otherwise would be entitled to a reduced rate of withholding) on such payment generally will be required to seek a refund or credit from the IRS to obtain the benefits of such exemption or reduction. The Funds will not pay any additional amounts in respect to amounts withheld under FATCA. You should consult your tax advisor regarding the effect of FATCA based on your individual circumstances.
Additional Considerations for the Municipal Bond Fund, California Municipal Bond Fund and New York Municipal Bond Fund
If at least 50% of the value of a regulated investment company’s total assets at the close of each quarter of its taxable years consists of obligations the interest on which is exempt from federal income tax, it will qualify under the Code to pay “exempt-interest dividends.” Each Fund intends to so qualify and is designed to provide shareholders with a high level of income exempt from federal income tax in the form of exempt-interest distributions.
Distributions of capital gains or income not attributable to interest on each Fund’s tax-exempt obligations will not constitute exempt-interest dividends and will be taxable to its shareholders. The exemption of interest income derived from investments in tax-exempt obligations for federal income tax purposes may not result in a similar exemption under the laws of a particular state or local taxing authority. Thus, exempt interest may be subject to state and local taxes.
Each Fund will report to its shareholders in a written statement the portion of the distributions for the taxable year which constitutes exempt-interest dividends. The reported portion cannot exceed the excess of the amount of interest excludable from gross income under Section 103 of the Code received by a Fund during the taxable year over any amounts disallowed as deductions under Sections 265 and 171(a)(2) of the Code. Interest on indebtedness incurred to purchase or carry shares of each Fund will not be deductible to the extent that the Fund’s distributions are exempt from federal income tax.
In addition, certain deductions and exemptions have been designated “tax preference items” which must be added back to taxable income for purposes of calculating federal AMT. Tax preference items include tax-exempt interest on certain “private activity bonds.” To the extent that each Fund invests in certain private activity bonds, its shareholders will be required to report that portion of the Fund’s distributions attributable to income from the bonds as a tax preference item in determining their federal AMT, if any. Shareholders will be notified of the tax status of distributions made by a Fund. Persons who may be “substantial users” (or “related
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persons” of substantial users) of facilities financed by private activity bonds should consult their tax advisors before purchasing shares in the Funds. Further, tax-exempt income will be included in determining the taxability of social security payments and railroad retirement benefits. As of the date of this SAI, individuals are subject to the federal AMT at a maximum rate of 28%. Shareholders with questions or concerns about the federal AMT should consult their own tax advisors. A significant portion of exempt-interest dividends from each Fund may be treated as a “tax preference item,” as discussed above.
The IRS is paying increased attention to whether obligations intended to produce interest exempt from federal income taxation in fact meet the requirements for such exemption. Ordinarily, each Fund relies on an opinion from the issuer’s bond counsel that interest on the issuer’s obligation will be exempt from federal income taxation. However, no assurance can be given that the IRS will not successfully challenge such exemption, which could cause interest on the obligation to be taxable and could jeopardize each Fund’s ability to pay exempt-interest dividends.
California Tax Considerations
To the extent that dividends are derived from interest on California tax-exempt securities and on certain U.S Government securities, such dividends will also be exempt from California personal income taxes. Under California law, a fund which qualifies as a regulated investment company for federal income tax purposes must have at least 50% of its total assets invested in California state and local government obligations or in U.S. Government obligations which pay interest excludable from income or in a combination of such obligations at the end of each quarter of its taxable year in order to be eligible to pay dividends which will be exempt from California personal income taxes.
The portion of dividends constituting exempt-interest dividends is that portion (i) derived from interest on obligations that would be exempt from California tax if held by an individual and (ii) reported by a Fund as exempt-interest dividends in written statements furnished to shareholders. However, the total amount of dividends paid by a Fund to all of its shareholders with respect to any taxable year that can be treated as exempt-interest dividends for California tax purposes cannot exceed the difference between (i) the amount of interest received by the Fund during such year on obligations which pay interest excludable from California personal income under California law and (ii) the expenses of the Fund that would be disallowed under California personal income tax law as allocable to tax exempt interest if the Fund were an individual. If the aggregate dividends designated by a Fund as exempt-interest dividends for a taxable year exceed the amount that may be treated as exempt-interest dividends for California tax purposes, only that percentage of each dividend distribution equal to the ratio of aggregate exempt-interest dividends to aggregate dividends so designated will be treated as an exempt-interest dividend for California tax purposes. Unlike federal law, California law provides that no portion of the exempt-interest dividends will constitute an item of tax preference for California personal alternative minimum tax purposes. Because, unlike federal law, California law does not impose personal income tax on an individual’s Social Security benefits, the receipt of California exempt-interest dividends will have no effect on an individual’s California personal income tax.
Individual shareholders will normally be subject to federal and California personal income tax on dividends paid from interest income derived from taxable securities and distributions of net capital gains. In addition, distributions other than exempt-interest dividends to such shareholders are includable in income subject to the California alternative minimum tax. For federal income tax and California personal income tax purposes, distributions of long-term capital gains, if any, are taxable to shareholders as long-term capital gains, regardless of how long a shareholder has held shares of the fund and regardless of whether the distribution is received in additional shares or in cash. In addition, unlike under federal law, the shareholders of a Fund will not be subject to California personal income tax, or receive a credit for tax paid by the Fund, on undistributed capital gains, if any.
Interest on indebtedness incurred by shareholders or related parties to purchase or carry shares of an investment company paying exempt-interest dividends, such as a Fund, generally will not be deductible by the investor for federal or state personal income tax purposes. In addition, as a result of California’s incorporation of certain provisions of the Code, a loss realized by a shareholder upon the sale of shares held for six months or less may, depending on the frequency of a fund’s distributions, be disallowed to the extent of any exempt-interest dividends received with respect to such shares. Moreover, any loss realized upon the redemption of shares within six months from the date of purchase of such shares and following receipt of a long-term capital gains distribution will be treated as long-term capital loss to the extent of such long-term capital gains distribution. Finally, any loss realized upon the redemption of shares within 30 days before or after the acquisition of other shares of a Fund may be disallowed under the “wash sale” rules.
The foregoing relates to federal income taxation and to California personal income taxation as in effect as of the date of the Prospectus. Distributions from investment income and capital gains, including exempt interest dividends, may be subject to California franchise tax for corporate shareholders. In addition, distributions from investment income and capital gains may be subject to state taxes in states other than California, and to local taxes. Shareholders are urged to consult with their own tax advisers for more detailed information concerning California tax matters.
New York Tax Considerations
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Individual shareholders of a Fund will not be required to include in their adjusted gross income for New York State and New York City personal income tax purposes any portion of distributions received from the Fund that are derived from or attributable to (i) interest income on obligations of New York State or any political subdivision thereof (including New York City) or of a possession or territory of the United States or any political subdivision thereof, provided that at least 50 percent of the value of the Fund’s total assets at the close of each quarter of its taxable year consists of obligations the interest on which is tax-exempt for federal income tax purposes and such income is not otherwise properly includible in the shareholder’s federal adjusted gross income, (ii) interest income on obligations of the United States and its possessions even if includible in the shareholder’s federal adjusted gross income, provided that at least 50 percent of the value of the Fund’s total assets at the close of each quarter of its taxable year consists of obligations of the United States and its possessions and the Fund provides a timely written notice of designation to shareholders, or (iii) interest income on obligations of any authority, commission or instrumentality of the United States to the extent federal law exempts such income from state income taxation, provided that at least 50 percent of the value of the Fund’s total assets at the close of each quarter of its taxable year consists of obligations of the United States and its possessions and the Fund provides a timely written notice of designation to shareholders. Distributions from a Fund that are derived from or attributable to sources other than those described in the preceding sentence, including interest on obligations of other states and their political subdivisions (unless the obligation is created by a compact or an agreement to which New York State is a party) will generally be taxable to individual shareholders as ordinary income for New York State and New York City personal income tax purposes.
Shareholders of a Fund that are subject to the New York State corporation franchise tax or the New York City general corporation tax will be required to include exempt-interest dividends paid by the Fund in their “entire net income” for purposes of such taxes and will be required to include their investment in shares of the Fund in their investment capital or business capital, but not both, for purposes of such taxes. Interest income earned by a Fund that is distributed to its shareholders generally will not be taxable to the Fund for purposes of the New York State corporation franchise tax or the New York City general corporation tax.
If a shareholder is subject to unincorporated business taxation by New York City, income and gains distributed by a Fund generally will be exempted from such taxation to the extent such distributions are derived exclusively from interest income on obligations of New York State or any political subdivision thereof (including New York City) and are not properly includible in the shareholder’s federal adjusted gross income.
Gain from the sale, exchange or other disposition of shares of a Fund will be subject to the New York State personal income and franchise taxes and the New York City personal income, unincorporated business and general corporation taxes if the shareholder is subject to such taxes.
Interest on indebtedness incurred or continued to purchase or to carry shares of a Fund generally will not be deductible for New York State and New York City personal income tax purposes.
The foregoing relates to certain applicable New York tax law as in effect as of the date of the Prospectus. These provisions are subject to change by legislative, judicial or administrative action and any such change may be either prospective or retroactive with respect to Fund transactions. In addition, distributions from investment income and capital gains may be subject to state taxes in states other than New York, and to local taxes. Shareholders are urged to consult with their own tax advisers for more detailed information concerning New York tax matters.
Tax-Exempt Shareholders
Under current law, the Funds serve to “block” (that is, prevent the attribution to shareholders of) UBTI from being realized by tax-exempt shareholders. Notwithstanding this “blocking” effect, a tax-exempt shareholder could realize UBTI by virtue of its investment in a Fund if shares in the Fund constitute debt-financed property in the hands of the tax-exempt shareholder within the meaning of Code Section 514(b).
It is possible that a tax-exempt shareholder will also recognize UBTI if the Fund recognizes “excess inclusion income” (as described above) derived from direct or indirect investments in REMIC residual interests or TMPs. Furthermore, any investment in residual interests of a CMO that has elected to be treated as a REMIC can create complex tax consequences, especially if the Fund has state or local governments or other tax-exempt organizations as shareholders.
In addition, special tax consequences apply to charitable remainder trusts (CRTs) that invest in regulated investment companies that invest directly or indirectly in residual interests in REMICs or in TMPs. Under legislation enacted in December 2006, a CRT, as defined in Section 664 of the Code, that realizes UBTI for a taxable year must pay an excise tax annually of an amount equal to such UBTI. Under IRS guidance issued in October 2006, a CRT will not recognize UBTI solely as a result of investing in a Fund that recognizes “excess inclusion income.” Rather, if at any time during any taxable year a CRT (or one of certain other tax-exempt shareholders, such as the United States, a state or political subdivision, or an agency or instrumentality thereof, and certain energy cooperatives) is a record holder of a share in a Fund that recognizes “excess inclusion income,” then the Fund will be subject to a tax
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on that portion of its “excess inclusion income” for the taxable year that is allocable to such shareholders at the highest federal corporate income tax rate. The extent to which the IRS guidance remains applicable in light of the December 2006 legislation is unclear. To the extent permitted under applicable law (including the 1940 Act), each Fund may elect to specially allocate any such tax to the applicable CRT, or other shareholder, and thus reduce such shareholder’s distributions for the year by the amount of the tax that relates to such shareholder’s interest in the Fund. The Funds have not yet determined whether such an election will be made. CRTs are urged to consult their tax advisors concerning the consequences of investing in a Fund.
Tax Shelter Reporting Regulations
Under Treasury Regulations, if an individual shareholder recognizes a loss of $2 million or more or if a corporate shareholder recognizes a loss of $10 million or more, the shareholder must file with the IRS a disclosure statement on Form 8886. Direct shareholders of portfolio securities are in many cases exempt from this reporting requirement, but under current guidance, shareholders of a regulated investment company are not exempt. Future guidance may extend the current exemption from this reporting requirement to shareholders of most or all regulated investment companies. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayer’s treatment of the loss is proper. Shareholders should consult their own tax advisers to determine the applicability of these regulations in light of their individual circumstances.
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The Financial Statements incorporated herein by reference from the Funds’ 2019 Annual Report to Shareholders have been audited by Ernst & Young LLP, the Corporation’s independent registered public accounting firm, as stated in their report, which is incorporated herein by reference, and has been so incorporated in reliance upon the report of such firm given upon their authority as experts in auditing and accounting.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THE PROSPECTUS, INCORPORATED HEREIN BY REFERENCE IN THIS STATEMENT OF ADDITIONAL INFORMATION, IN CONNECTION WITH THE OFFERING MADE BY THE PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR PRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUNDS. THIS STATEMENT OF ADDITIONAL INFORMATION DOES NOT CONSTITUTE AN OFFERING BY THE FUNDS IN ANY JURISDICTION IN WHICH SUCH AN OFFERING MAY NOT LAWFULLY BE MADE.
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STANDARD AND POOR’S LONG-TERM CREDIT RATING DEFINITIONS*
AAA -- An obligation rated ‘AAA’ has the highest rating assigned by Standard & Poor’s. The obligor’s capacity to meet its financial commitment on the obligation is extremely strong.
AA -- An obligation rated ‘AA’ differs from the highest rated obligations only to a small degree. The obligor’s capacity to meet its financial commitment on the obligation is very strong.
A -- An obligation rated ‘A’ is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rated categories. However, the obligor’s capacity to meet its financial commitment on the obligation is still strong.
BBB -- An obligation rated ‘BBB’ exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.
BB; B; CCC; CC; and C -- Obligations rated ‘BB’, ‘B’, ‘CCC’, ‘CC’, and ‘C’ are regarded as having significant speculative characteristics. ‘BB’ indicates the least degree of speculation and ‘C’ the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.
BB -- An obligation rated ‘BB’ is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to the obligor’s inadequate capacity to meet its financial commitment on the obligation.
B -- An obligation rated ‘B’ is more vulnerable to nonpayment than obligations rated ‘BB’, but the obligor currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial, or economic conditions will likely impair the obligor’s capacity or willingness to meet its financial commitment on the obligation.
CCC -- An obligation rated ‘CCC’ is currently vulnerable to nonpayment, and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation.
CC -- An obligation rated ‘CC’ is currently highly vulnerable to nonpayment. The ‘CC’ rating is used when a default has not yet occurred, but Standard & Poor’s expects default to be a virtual certainty, regardless of the anticipated time to default.
C -- An obligation rated ‘C’ is currently highly vulnerable to nonpayment, and the obligation is expected to have lower relative seniority or lower ultimate recovery compared to obligations that are rated higher.
D -- An obligation rated ‘D’ is in default or in breach of an imputed promise. For non-hybrid capital instruments, the ‘D’ rating category is used when payments on an obligation are not made on the date due, unless Standard & Poor’s believes that such payments will be made within five business days in the absence of a stated grace period or within the earlier of the stated grace period or 30 calendar days. The ‘D’ rating also will be used upon the filing of a bankruptcy petition or the taking of similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions. An obligation’s rating is lowered to ‘D’ if it is subject to a distressed exchange offer.
“NR” -- This indicates that no rating has been requested, or that there is insufficient information on which to base a rating, or that Standard and Poor’s does not rate a particular obligation as a matter of policy.
Local Currency and Foreign Currency Risks -- Standard and Poor’s issuer credit ratings make a distinction between foreign currency ratings and local currency ratings. An issuer’s foreign currency rating will differ from its local currency rating when the obligor has a different capacity to meet its obligations denominated in its local currency, vs. obligations denominated in a foreign currency.
* The ratings from ‘AA’ to ‘CCC’ may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories.
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MOODY’S INVESTORS SERVICE, INC. LONG-TERM BOND RATING DEFINITIONS
Aaa -- Obligations rated Aaa are judged to be of the highest quality, subject to the lowest level of credit risk.
Aa -- Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.
A -- Obligations rated A are judged to be upper-medium grade, and are subject to low credit risk.
Baa -- Obligations rated Baa are judged to be medium-grade and subject to moderate credit risk and as such may possess certain speculative characteristics.
Ba -- Obligations rated Ba are judged to be speculative and are subject to substantial credit risk.
B -- Obligations rated B are considered speculative and are subject to high credit risk.
Caa -- Obligations rated Caa are judged to be speculative of poor standing and are subject to very high credit risk.
Ca -- Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.
C -- Obligations rated C are the lowest rated and are typically in default, with little prospect for recovery of principal or interest.
Note: Moody’s appends numerical modifiers 1, 2, and 3 to each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category.
FITCH IBCA, INC. LONG-TERM CREDIT RATING DEFINITIONS
AAA: Highest credit quality -- ‘AAA’ ratings denote the lowest expectation of default risk. They are assigned only in cases of exceptionally strong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events.
AA: Very high credit quality -- ‘AA’ ratings denote expectations of very low default risk. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.
A: High credit quality --‘A’ ratings denote expectations of low default risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings.
BBB: Good credit quality -- ‘BBB’ ratings indicate that expectations of default risk are currently low. The capacity for payment of financial commitments is considered adequate but adverse business or economic conditions are more likely to impair this capacity.
BB: Speculative -- ‘BB’ ratings indicate an elevated vulnerability to default risk, particularly in the event of adverse changes in business or economic conditions over time; however, business or financial flexibility exists which supports the servicing of financial commitments.
B: Highly speculative -- ‘B’ ratings indicate that material default risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment is vulnerable to deterioration in the business and economic environment.
CCC: Substantial Credit risk -- Default is a real possibility.
CC: Very high levels of credit risk -- Default of some kind appears probable.
C: Exceptionally high levels of credit risk -- Default is imminent or inevitable, or the issuer is in standstill. Conditions that are indicative of a ‘C’ category rating for an issuer include:
a. | the issuer has entered into a grace or cure period following non-payment of a material financial obligation; |
b. | the issuer has entered into a temporary negotiated waiver or standstill agreement following a payment default on a material financial obligation; or |
c. | Fitch Ratings otherwise believes a condition of ‘RD’ or ‘D’ to be imminent or inevitable, including through the formal |
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announcement of a distressed debt exchange. |
RD: Restricted default -- ‘RD’ ratings indicate an issuer that in Fitch Ratings’ opinion has experienced an uncured payment default on a bond, loan or other material financial obligation but which has not entered into bankruptcy filings, administration, receivership, liquidation or other formal winding-up procedure, and which has not otherwise ceased operating. This would include: a. the selective payment default on a specific class or currency of debt; b. the uncured expiry of any applicable grace period, cure period or default forbearance period following a payment default on a bank loan, capital markets security or other material financial obligation; c. the extension of multiple waivers or forbearance periods upon a payment default on one or more material financial obligations, either in series or in parallel; or d. execution of a distressed debt exchange on one or more material financial obligations.
D: Default -- ‘D’ ratings indicate an issuer that in Fitch Ratings’ opinion has entered into bankruptcy filings, administration, receivership, liquidation or other formal winding-up procedure, or which has otherwise ceased business. Default ratings are not assigned prospectively to entities or their obligations; within this context, non-payment on an instrument that contains a deferral feature or grace period will generally not be considered a default until after the expiration of the deferral or grace period, unless a default is otherwise driven by bankruptcy or other similar circumstance, or by a distressed debt exchange. Imminent default typically refers to the occasion where a payment default has been intimated by the issuer, and is all but inevitable. This may, for example, be where an issuer has missed a scheduled payment, but (as is typical) has a grace period during which it may cure the payment default. Another alternative would be where an issuer has formally announced a distressed debt exchange, but the date of the exchange still lies several days or weeks in the immediate future. In all cases, the assignment of a default rating reflects the agency’s opinion as to the most appropriate rating category consistent with the rest of its universe of ratings, and may differ from the definition of default under the terms of an issuer’s financial obligations or local commercial practice.
Notes: The modifiers + or - may be appended to a rating to denote relative status within major rating categories. Such suffixes are not added to the ‘AAA’ Long-Term IDR category, or to Long-Term IDR categories below ‘B’.
MOODY’S INVESTORS SERVICE, INC. COMMERCIAL PAPER RATINGS
P-1--Issuers (or supporting institutions) rated Prime -1 have a superior ability to repay short-term debt obligations.
P-2--Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt obligations.
P-3 -- Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay short-term obligations
NP -- Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.
STANDARD AND POOR’S COMMERCIAL PAPER RATINGS
A-1 -- A short-term obligation rated ‘A-1’ is rated in the highest category by Standard and Poor’s. The obligor’s capacity to meet its financial commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligor’s capacity to meet its financial commitment on these obligations is extremely strong.
A-2 -- A short-term obligation rated ‘A-2’ is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligor’s capacity to meet its financial commitment on the obligation is satisfactory.
A-3 -- A short-term obligation rated ‘A-3’ exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.
B -- A short-term obligation rated ‘B’ is regarded as vulnerable and has significant speculative characteristics. The obligor currently has the capacity to meet its financial commitments; however, it faces major ongoing uncertainties which could lead to the obligor’s inadequate capacity to meet its financial commitments.
C -- A short-term obligation rated ‘C’ is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation.
D -- A short-term obligation rated ‘D’ is in default or in breach of an imputed promise. For non-hybrid capital instruments, the ‘D’ rating category is used when payments on an obligation are not made on the date due, unless Standard and Poor’s believes that such payments will be made within any stated grace period. However, any stated grace period longer than five business days will be treated as five business days. The ‘D’ rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action and
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where default on an obligation is a virtual certainty, for example due to automatic stay provisions. An obligation’s rating is lowered to ‘D’ if it is subject to a distressed exchange offer.
FITCH IBCA, INC. COMMERCIAL PAPER RATING DEFINITIONS
F1: Highest short-term credit quality -- Indicates the strongest intrinsic capacity for timely payment of financial commitments; may have an added + to denote any exceptionally strong credit feature.
F2: Good short-term credit quality -- Good intrinsic capacity for timely payment of financial commitments.
F3: Fair short-term credit quality -- The intrinsic capacity for timely payment of financial commitments is adequate.
B: Speculative short-term credit quality -- Minimal capacity for timely payment of financial commitments, plus heightened vulnerability to near term adverse changes in financial and economic conditions.
C: High short-term default risk -- Default is a real possibility.
RD: Restricted default -- Indicates an entity that has defaulted on one or more of its financial commitments, although it continues to meet other financial obligations. Typically applicable to entity ratings only.
D: Default -- Indicates a broad-based default event for an entity, or the default of a short-term obligation.
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APPENDIX B – PROXY VOTING POLICIES
Bessemer
Trust Company, N.A.
Bessemer Investment Management LLC
Proxy Voting Guidelines
An important component of the investment discipline of Bessemer Trust Company, N.A. and Bessemer Investment Management LLC (together, “Bessemer”) is making appropriate proxy voting decisions. In an effort to support proposals that maximize the value of our clients’ investments over the long term, Bessemer has developed these Proxy Voting Guidelines (“Guidelines”), which set forth principles that guide our voting decisions. While Bessemer’s voting will generally follow these Guidelines, specific voting decisions may differ in any instance where Bessemer believes it to be in the best interest of shareholders.
The Bessemer Proxy Committee (“Proxy Committee”)1 oversees the proxy voting process. The Proxy Committee considers and approves amendments to these Guidelines as it deems appropriate every year or more frequently as needed.
Bessemer has contracted with Institutional Shareholder Services (“ISS”), a professional proxy voting and corporate governance service, to provide research on proxy issues and to vote proxies in accordance with Bessemer’s guidelines. As part of the proxy voting process, Bessemer’s portfolio managers and analysts will be consulted on a limited number of issues (generally on matters that are designated as case-by-case votes).
Bessemer may refrain from voting in certain cases where it deems appropriate, if, for example, the cost of voting appears to exceed the expected benefits, or when voting could result in the imposition of trading or other restrictions that may restrict liquidity or otherwise impair investment returns. These conditions are most likely to exist with respect to non-U.S. securities.
1. Board of Directors
Voting on Director Nominees in Uncontested Elections
Votes on uncontested director nominees of U.S. companies generally will be cast as recommended by ISS based on their research and analysis, except that votes will be WITHHELD from director nominees who own no company stock and have served on the board for more than one year. In accordance with ISS’s policy, votes will also be WITHHELD from director nominees who:
• | Have poor attendance history at board and committee meetings as determined by ISS; | |
• | Are inside directors or affiliated outside directors and the full board is less than majority independent; | |
• | Are inside directors or affiliated outside directors and sit on the audit, compensation, or nominating committee; | |
• | Are compensation committee members and the company has poor compensation practices as determined by ISS; | |
• | Are compensation committee members and the company has a pay for performance disconnect as determined by ISS; | |
• | Are compensation committee members and the board exhibits a significant level of poor communication and responsiveness to shareholders surrounding compensation issues; | |
• | Serve on an excessive number of boards as determined by ISS; | |
• | Have ignored a proposal that was approved by the majority of votes cast in the last year; | |
• | Are incumbent board members and the board implements an advisory vote on executive compensation on a less frequent basis than the frequency that received the majority of votes cast at the most recent shareholder meeting at which shareholders voted on the say-on-pay frequency; | |
• | Have adopted a long-term poison pill without shareholder approval, where there is no commitment or policy to put the pill to shareholder vote; | |
• | Have made a material adverse change to an existing poison pill without shareholder approval; | |
• | Have kept in place a dead-hand or modified dead-hand poison pill; |
1 | The Proxy Committee, which is a joint committee of Bessemer Trust Company, N.A. and Bessemer Investment Management LLC, is comprised of senior members of Bessemer’s investment department and its Head of Business Analysis and Custody. |
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• | Are incumbent board members and the board had material failures of governance, stewardship, risk oversight, or fiduciary responsibilities at the company; or | |
• | Have taken egregious actions or failed to replace management as appropriate, as determined by ISS. |
Generally vote FOR nominees for directors of non-U.S. companies in uncontested elections unless:
• | Specific practices have been identified that were adverse to shareholder interests; | |
• | Adequate disclosure has not been provided in a timely manner; | |
• | There are clear concerns over questionable finances or restatements; or | |
• | The board fails to meet minimum corporate governance standards. |
In all markets, vote CASE-BY-CASE on director nominees who have been associated with a pattern of egregious actions on other boards or in the role of executive management that raises substantial doubt about his or her ability to effectively oversee management and serve the best interests of shareholders at any company. This includes where there have been:
• | Questionable transactions with conflicts of interest; | |
• | Any records of abuses against minority shareholder interests; | |
• | Specific concerns about the individual, such as criminal wrongdoing or breach of fiduciary responsibilities; | |
• | Material failures of governance, stewardship, risk oversight, or fiduciary responsibilities at the company; and | |
• | Failure to replace management as appropriate. |
Classification/Declassification of the Board
Vote AGAINST proposals to classify the board. Vote FOR proposals to repeal classified boards and to elect all directors annually.
Independent Chairman (Separate Chairman/CEO)
Vote FOR proposals requiring that the positions of chairman and CEO be held separately.
Majority of Independent Directors/Establishment of Committees
Vote FOR proposals asking that a majority or more of directors be independent unless the board composition already meets the proposed threshold under ISS’ definition of independence.
Vote FOR proposals asking that a majority or more of directors on the board, audit, compensation, and/or nominating committees be independent, unless the committee composition already meets this standard.
Majority Vote Proposals
Vote FOR reasonably crafted proposals calling for directors to be elected with an affirmative majority of votes cast and/or the elimination of the plurality standard for electing directors (including binding resolutions requesting that the board amend the company’s bylaws), provided the proposal includes a carve-out for a plurality voting standard when there are more director nominees than board seats (e.g. contested elections).
Stock Ownership Requirements
Vote FOR proposals that mandate a minimum amount of stock that directors must own in order to qualify as a director or to remain on the board. Stock ownership on the part of directors is desirable.
Statutory Auditors
In non-U.S. markets, vote FOR the appointment or re-election of statutory auditors, unless:
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• | There are serious concerns about the statutory reports presented or the audit procedures used; | |
• | Questions exist concerning any of the statutory auditors being appointed; | |
• | The auditors have previously served the company in an executive capacity or can otherwise be considered affiliated with the company; | |
• | The company fails to provide adequate information, based on typical market standards, for shareholders to make an informed voting decision; | |
• | The outside statutory nominee attended less than 75 percent of meetings of the board of directors or board of statutory auditors during the year under review (in markets where attendance information is consistently provided); | |
• | The statutory auditor is judged to be responsible for clear mismanagement or shareholder-unfriendly behavior; or | |
• | Egregious actions related to a director’s or statutory auditor’s service on other boards that raise substantial doubt about his or her ability to effectively oversee management and serve in the best interests of shareholders at any company. |
In cases where the number of nominees exceeds the number of seats available, vote FOR incumbent candidates as long as no other concerns are identified.
Discharge of Board and Management
Vote FOR discharge of the board and management, but vote CASE-BY-CASE if:
• | There are serious questions about actions of the board or management for the year in question, including reservations from auditors; or | |
• | Material legal or regulatory action is being taken against the company or the board by shareholders or regulators. |
2. Shareholder Rights
Shareholder Ability to Act by Written Consent
Vote AGAINST proposals to restrict or prohibit shareholder ability to take action by written consent. Vote FOR proposals to allow or make easier shareholder action by written consent.
Shareholder Ability to Call Special Meetings
Vote AGAINST proposals to restrict or prohibit shareholder ability to call special meetings. Vote FOR proposals that remove restrictions on the right of shareholders to act independently of management.
Supermajority Vote Requirements
Vote AGAINST proposals to require a supermajority shareholder vote. Generally vote FOR proposals to lower supermajority vote, taking into consideration the presence of any significant ownership levels at the company.
Cumulative Voting
Vote FOR proposals to eliminate cumulative voting. Vote AGAINST proposals to restore or permit cumulative voting.
Proxy Access
Vote in accordance with ISS’s policy on management and shareholder proposals to enact proxy access, which will take into account, among other factors:
• | Company-specific factors; and | |
• | Proposal-specific factors, including: (1) The ownership thresholds proposed in the resolution (i.e., percentage and duration); (2) The maximum proportion of directors that shareholders may nominate each year; and (3) The method of determining which nominations should appear on the ballot if multiple shareholders submit nominations. | |
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Confidential Voting
Vote FOR proposals requesting that corporations adopt confidential voting, use independent vote tabulators and use independent inspectors of election, as long as the proposal includes a provision for proxy contests as follows: In the case of a contested election, management should be permitted to request that the dissident group honor its confidential voting policy. If the dissidents agree, the policy remains in place. If the dissidents will not agree, the confidential voting policy is waived. Vote FOR management proposals to adopt confidential voting.
3. Auditors
Vote FOR proposals to ratify auditors, unless any of the following apply:
• | An auditor has a financial interest in or association with the company, and is therefore not independent; | |
• | There is reason to believe that the independent auditor has rendered an opinion which is neither accurate nor indicative of the company’s financial position. |
4. Proxy Contests
Voting for Director Nominees in Contested Elections
Votes in a contested election of directors will be evaluated on a CASE-BY-CASE basis, taking into consideration the company’s long-term financial performance, management’s track record, the qualifications of each slate of director nominees and the actions being recommended by each.
Reimbursing Proxy Solicitation Expenses
If the vote is in favor of the dissidents, vote FOR reimbursing proxy solicitation expenses. If the vote is against the dissidents, vote AGAINST reimbursing proxy solicitation expenses.
5. Capital Structure
Common Stock Authorization
Vote FOR proposals to increase the number of shares of common stock authorized for issuance unless ISS’s research and analysis indicate that the resulting authorized but unissued shares are excessive. Vote AGAINST proposals at companies with dual-class capital structures to increase the number of authorized shares of the class of stock that has superior voting rights. Vote FOR proposals to approve increases beyond the allowable increase when a company’s shares are in danger of being delisted or if a company’s ability to continue to operate as a going concern is uncertain.
Dual-class Stock
Vote AGAINST proposals to create a new class of common stock with superior voting rights. Vote AGAINST proposals to create a new class of nonvoting or subvoting common stock.
Share Repurchase Program Authorization
Vote FOR well-structured share repurchase programs that comply with typical market standards, taking into consideration: (1) the volume of the shares that will be repurchased; (2) the duration of the authority; (3) the amount of shares that will be held in treasury; (4) the price at which shares will be repurchased; and (5) any other relevant considerations.
Share Issuance Authorization
Vote FOR general issuance requests with preemptive rights to a maximum of 100% over currently issued capital, and vote FOR general issuance requests without preemptive rights to a maximum of 20% of currently issued capital; provided, however, that in
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markets where there is a best practice recommendation on the volume of shares to be issued and the best practice recommends a lower threshold (e.g. France, UK, Hong Kong), that lower threshold will be applied, and a lower threshold will also be applied where a company’s past practice necessitates it.
Specific issuances that will fund a legitimate business purpose will be evaluated by ISS taking into consideration: (1) the potential dilution; (2) the pricing of the shares; (3) the strategic rationale; (4) potential conflicts of interest; and (5) potential consequences of failing to support the issuance.
6. Executive/Director Compensation and Employee Stock Plans
Equity-Based Compensation Proposals
Vote FOR reasonably crafted proposals requiring senior management to own a specified amount of company stock.
Votes with respect to compensation plans will be cast based on the cost of the plan compared to its peers (in the U.S. and markets where disclosure is comparable to that of U.S. companies) as well as other important qualitative features, including the company’s three-year average burn rate relative to peers. The cost will be determined based on the number and types of awards granted by companies, using the expanded compensation data disclosed under the various regulatory requirements. If the cost is deemed to be reasonable, vote FOR the proposal. However, vote AGAINST equity incentive plan proposals, even if the plans’ cost is deemed reasonable, if any of the following factors apply: (1) the ability to reprice stock options without prior shareholder approval, (2) excessive CEO compensation relative to company performance (pay-for-performance disconnect), (3) whether the plan contains a liberal definition of “change-in-control”, or (4) the plan is a vehicle for poor pay practices, such as egregious compensation practices.
Plans proposed by non-US (excluding Canada) companies will be evaluated using the data available to analyze dilution issues and other plan terms, including plan administration. Vote AGAINST the equity plan if any of the following factors apply:
• | The dilution of the plan is excessive considering the company’s size and industry; | |
• | The plan lacks challenging performance conditions without adequate justification; | |
• | The plan lacks stringent vesting provisions without adequate justification; | |
• | The pricing of options deviates from typical market standards without adequate justification; | |
• | The plan’s administration deviates from typical market standards without adequate justification; | |
• | The plan participants deviate from typical market standards without adequate justification; | |
• | There are concerns about poor company performance; | |
• | There are concerns about controversial issues at the company; | |
• | The company fails to provide adequate information to allow shareholders to make an informed voting decision; or | |
• | There are other serious concerns with the plan. |
Management Proposals Seeking Approval to Reprice Options
Vote AGAINST management proposals seeking approval to reprice options.
Employee Stock Purchase Plans – Qualified Plans
For U.S. companies, vote AGAINST qualified employee stock purchase plans where any of the following apply:
• | Purchase price is less than 85% of fair market value; or | |
• | Offering period is greater than 27 months; or | |
• | The number of shares allocated to the plan is more than 10% of the outstanding shares. | |
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For non-U.S. companies, vote AGAINST qualified employee stock purchase plans where any of the following apply:
• | Purchase price deviates from typical market standards without adequate explanation or is less than 75% of fair market value; or | |
• | Offering period deviates from typical market standards without adequate explanation; or | |
• | The number of shares allocated to the plan is more than 10% of the outstanding share. |
Employee Stock Purchase Plans – Non-Qualified Plans
Vote FOR nonqualified employee stock purchase plans with all the following features:
• | Broad-based participation (i.e., all employees of the company with the exclusion of individuals with 5% or more of beneficial ownership of the company); | |
• | Limits on employee contribution, which may be a fixed dollar amount or expressed as a percent of base salary; | |
• | Company matching contribution up to 25% of employee’s contribution, which is effectively a discount of 20% from market value; and | |
• | No discount on the stock price on the date of purchase if there is a company matching contribution. |
Vote AGAINST nonqualified employee stock purchase plans when any of the plan features do not meet the above criteria. If the company matching contribution exceeds 25% of employees’ contribution, evaluate the cost of the plan against its allowable cap as calculated by ISS.
Employee Stock Ownership Plans (ESOPs)
Vote FOR proposals to implement an ESOP or increase authorized shares for existing ESOPs, unless the number of shares allocated to the ESOP is excessive (more than 5% of outstanding shares).
Incentive Bonus Plans and Tax Deductibility Proposals (OBRA-Related Compensation Proposals)
Vote FOR proposals that simply amend shareholder-approved compensation plans to include administrative features or place a cap on the annual grants any one participant may receive to comply with the provisions of Section 162(m).
Vote FOR proposals to add performance goals to existing compensation plans to comply with the provisions of Section 162(m) unless they are clearly inappropriate.
Amendments to existing plans to increase shares reserved and to qualify for favorable tax treatment under the provisions of Section 162(m) will be voted as recommended by ISS based on their research and analysis, which will evaluate whether the plan exceeds its allowable cap as calculated by ISS.
Generally vote FOR cash or cash and stock bonus plans that are submitted to shareholders for the purpose of exempting compensation from taxes under the provisions of Section 162(m) if no increase in shares is requested.
Proposals on Compensation
Disclosure/Setting Levels or Types of Compensation for Executives and Directors: Generally, vote FOR proposals seeking additional disclosure of executive and director pay information, provided the information requested is relevant to shareholders’ needs, would not put the company at a competitive disadvantage relative to its industry, and is not unduly burdensome to the company. Vote AGAINST proposals seeking to set absolute levels on compensation or otherwise dictate the amount or form of compensation. Vote AGAINST proposals requiring director fees be paid in stock only.
Performance-Based Awards: Generally vote FOR proposals advocating the use of performance-based equity awards like indexed, premium-priced, and performance contingent options or performance-based shares, unless: (1) The proposal is overly restrictive (e.g., it mandates that awards to all employees must be performance-based or all awards to top executives must be a particular type, such as indexed options); or (2) The company demonstrates that it is using a substantial portion of performance-based awards for its top executives, where substantial portion would constitute 50% of the shares awarded to those executives for that fiscal year.
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Pay-for-Superior-Performance: Generally vote FOR shareholder proposals requesting that the board establish a pay-for-superior performance standard in the company’s executive compensation plan for senior executives, unless ISS determines that such a proposal would not be in shareholders’ interest. In evaluating these shareholder proposals, ISS will consider the following factors:
• | What aspects of the company’s annual and long-term equity incentive programs are performance driven? | |
• | If the annual and long-term equity incentive programs are performance driven, are the performance criteria and hurdle rates disclosed to shareholders or are they benchmarked against a disclosed peer group? | |
• | Can shareholders assess the correlation between pay and performance based on the current disclosure? | |
• | What type of industry and stage of business cycle does the company belong to? |
Compensation Consultants - Disclosure of Board or Company’s Utilization: Generally vote FOR shareholder proposals seeking disclosure regarding the Company, Board, or Board committee’s use of compensation consultants, such as company name, business relationship(s) and fees paid.
Option Repricing: Vote FOR shareholder proposals to put option repricings to a shareholder vote.
Severance Agreements for Executives/Golden Parachutes: Vote FOR proposals to require golden parachutes or executive severance agreements to be submitted for shareholder ratification, unless the proposal requires shareholder approval prior to entering into employment contracts. Proposals to ratify golden parachutes are voted FOR if they include the following: (1) The triggering mechanism should be beyond the control of management; (2) The amount should not exceed three times base amount (defined as the average annual taxable W-2 compensation during the five years prior to the year in which the change of control occurs); and (3) Change-in-control payments should be double-triggered, i.e., after (a) a change in control has taken place, and (b) termination of the executive has occurred as a result of the change in control. Change in control is defined as a change in the company ownership structure.
Vote in accordance with ISS’s recommendation on proposals to approve a company’s golden parachute compensation. Features that may lead to a recommendation AGAINST include:
• | Recently adopted or amended agreements that include excise tax gross-up provisions (since prior annual meeting); | |
• | Recently adopted or amended agreements that include modified single trigger agreements (since prior annual meeting); | |
• | Single trigger payments that will happen immediately upon a change in control, including cash payment and such items as the acceleration of performance-based equity despite the failure to achieve performance measures; | |
• | Single-trigger vesting of equity based on a definition of change in control that requires only shareholder approval of the transaction (rather than consummation); | |
• | Potentially excessive severance payments; | |
• | Recent amendments or other changes that may make packages so attractive as to influence merger agreements that may not be in the best interests of shareholders; | |
• | In the case of a substantial gross-up from pre-existing/grandfathered contract: what triggered the gross-up (e.g., very large option grants at low point in stock price, or unusual or outsized payments in cash or equity made or negotiated prior to the merger); or | |
• | The company’s assertion that a proposed transaction is conditioned on shareholder approval of the golden parachute advisory vote. |
Supplemental Executive Retirement Plans (SERPs): Generally vote FOR proposals requiring companies to draft reports detailing their SERP programs as well as proposals requesting to put extraordinary benefits contained in SERP agreements to a shareholder vote unless the company’s executive pension plans do not contain excessive benefits beyond what is offered under employee-wide plans.
Holding Periods: Vote in accordance with ISS’s recommendations on proposals asking companies to adopt holding periods or retention ratios for their executives. ISS’s recommendations generally take into account:
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• | Whether the company has any holding period, retention ratio or officer ownership requirements in place. These should consist of: |
Ø | Rigorous stock ownership guidelines, or | |
Ø | A short-term holding period requirement (six months to one year) coupled with a significant long-term ownership requirement, or | |
Ø | A meaningful retention ratio; and |
Officer stock ownership and the degree to which it meets or exceeds the proponent’s suggested holding period/retention ratio or the company’s own stock ownership or retention requirements. |
Advisory Vote on Executive Compensation - Shareholder Proposals: Generally, vote FOR shareholder proposals that call for non-binding shareholder ratification of the compensation of the named Executive Officers as set forth in the company’s Summary Compensation Table and the accompanying narrative disclosure.
Advisory Votes on Executive Compensation - Management Proposals (Management Say-on-Pay or “MSOP”):
U.S. and Canada
Vote in accordance with ISS’s recommendation on management proposals related to the compensation of executives and outside directors. In accordance with ISS’s policy, vote AGAINST MSOP proposals, AGAINST/WITHHOLD on compensation committee members (or, in rare cases where the full board is deemed responsible, all directors including the CEO), and AGAINST an equity-based incentive plan proposal if:
• | There is a misalignment between CEO pay and company performance (pay for performance); | |
• | The company maintains problematic pay practices; or | |
• | The board exhibits poor communication and responsiveness to shareholders. |
Non-U.S. markets (excluding Canada)
Vote AGAINST such proposals (remuneration reports or remuneration policies) in cases where:
• | The company does not provide shareholders with clear, comprehensive compensation disclosures; | |
• | The company does not maintain an appropriate pay-for-performance alignment and there is not an emphasis on long-term shareholder value; | |
• | The arrangement creates the risk of a “pay for failure” scenario; | |
• | The company does not maintain an independent and effective compensation committee; | |
• | The company provides inappropriate pay to non-executive directors; or | |
• | The company maintains other problematic practices. |
Management Say on Pay Frequency Proposals: Vote FOR proposals to establish annual MSOP proposals. Vote AGAINST proposals to establish bi- or triennial MSOP proposals.
All other proposals regarding executive and director pay will be voted taking into account company performance, pay level versus peers, pay level versus industry, and long term corporate outlook.
Retirement Bonuses for Directors: The expectation of receiving a retirement bonus can serve as a disincentive for outside directors or statutory auditors to speak out against management. Accordingly, generally vote AGAINST the payment of retirement bonuses:
• | to outsiders (non-employees); | |
• | if neither the individual payments nor the aggregate amount of the payments is disclosed; or | |
• | if recipients include those who are judged to be responsible for clear mismanagement or shareholder-unfriendly behavior. | |
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Limit/Prohibit Accelerated Vesting of Awards: Bessemer supports double triggered treatment of equity in change-of-control situations. Bessemer also supports the elimination of potential poor pay practices (e.g. gross-ups) embedded in current employee agreements. In the absence of these provisions, vote FOR shareholder proposals seeking a policy requiring termination of employment prior to severance payment and/or eliminating accelerated vesting of unvested equity.
Vote FOR proposals seeking a policy that prohibits acceleration of the vesting of equity awards to senior executives in the event of a change in control (except for pro rata vesting considering the time elapsed and attainment of any related performance goals between the award date and the change in control).
7. Poison Pills
Vote FOR proposals that ask a company to submit its poison pill for shareholder ratification. Vote FOR proposals to redeem a company’s poison pill and vote AGAINST management proposals to ratify a poison pill.
8. Mergers, Acquisitions and Corporate Restructurings
Vote CASE-BY-CASE on mergers, acquisitions and corporate restructuring based on such factors as pricing and strategic rationale.
9. Reincorporation Proposals
Proposals to change a company’s jurisdiction of incorporation will be evaluated by giving consideration to both financial and corporate governance concerns, including the reasons for reincorporating, a comparison of the governance provisions, and a comparison of the jurisdictional laws. Vote FOR reincorporation when recommended by company management.
10. Bylaw Provisions Affecting Litigation Rights
Proposals seeking the adoption or amendment of bylaw provisions impacting shareholders’ rights to initiate litigation against the company, including limiting shareholder litigation to the company’s jurisdiction of incorporation or fee-shifting provisions, will be voted in accordance with ISS’s policy, which will take into account:
• | The company’s rationale for adopting such provision(s); | |
• | The breadth of application or extent of limitation on shareholder litigation rights; | |
• | Whether the company has been materially harmed by shareholder litigation outside its jurisdiction of incorporation, based on disclosure in the company’s proxy statement; and | |
• | Whether the company has the following good governance features: |
Ø | An annually elected board; | |
Ø | Shareholder ability to repeal such provision(s) in the future, including the vote standard for shareholder approval to amend bylaws; | |
Ø | A majority vote standard in uncontested director elections; and | |
Ø | The absence of a poison pill, unless the pill was approved by shareholders. |
11. Political Contributions
Vote FOR reasonable proposals that seek additional disclosure surrounding the internal processes and oversight mechanisms governing the company’s political contributions and lobbying expenses.
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12. Social and Environmental Issues
These issues cover a wide range of topics, including consumer and public safety, environment and energy, general corporate issues, labor standards and human rights, military business, and workplace diversity, and will be evaluated as to whether the proposal will enhance the economic value of the company.
Other than as identified above for shareholder proposals regarding political contributions, vote in accordance with ISS’s recommendation on shareholder proposals related to social and environmental issues. ISS’s research will consider the following factors:
• | Whether adoption of the proposal is likely to enhance or protect shareholder value; | |
• | Whether the underlying issues are more appropriately and effectively dealt with through governmental or regulatory action; | |
• | Whether the company’s analysis and voting recommendation to shareholders are persuasive; | |
• | Whether the proposal itself is well framed and the cost of implementation is reasonable; and | |
• | Whether providing this information would reveal proprietary or confidential information that would place the company at a competitive disadvantage. |
13. Transact Other Business
Vote AGAINST proposals to approve other business when it appears as voting item.
14. Issues in Countries with Share Blocking
Share blocking (the practice in some countries of prohibiting a shareholder from selling its shares for a specified period once it has cast its vote on an upcoming proxy) imposes a significant burden on shareholders in terms of reduced liquidity. Even in countries that permit unblocking, a lengthy delay is involved before a shareholder can execute a desired sale of securities. As a result of the potential inability of to sell shares when needed, Bessemer will NOT VOTE proxies in companies located in countries that practice share blocking.
15. Other Issues
All other issues are voted in accordance with the presumption that Bessemer will vote in accordance with ISS’s recommendation.
16. Conflicts of Interest
Bessemer recognizes that there may be a potential conflict of interest, or the appearance of a conflict of interest, when Bessemer votes a proxy solicited by an issuer with whom Bessemer is affiliated or Bessemer, or one of our affiliates, has a business relationship, or when Bessemer or one of our affiliates has a business relationship with a senior executive or director of such an issuer or with a shareholder who has sponsored a proposal contained in the proxy. Bessemer has implemented these Guidelines, which provide for uniform voting of proxy issues and oversight by the Proxy Committee, to minimize conflicts of interest and to seek to ensure that proxies are voted solely in shareholders’ interests.
The Proxy Committee will delegate to one of its members the duty to periodically remind all employees involved in the proxy voting process as well as all portfolio managers and members of senior management that it is their responsibility to bring to the Proxy Committee’s attention matters that may create a conflict of interest for Bessemer when voting proxies. In addition, before an investment professional gives his or her opinion on any ballot issue, he or she must confirm that he or she does not have a potential conflict of interest with respect to the issue.
In those situations where the Proxy Committee determines that there is a material conflict of interest (i.e., a conflict that is likely to influence, or appear to influence, Bessemer’s decision making on the issue based on an assessment of the particular facts and circumstances), the Proxy Committee will determine an appropriate method to resolve such conflict of interest before the affected proxy is voted. Such methods may include (1) instructing ISS to vote the affected proxy in accordance with its own recommendations, (2) referring the proxy to the governing board of the relevant investment company or the client institution,
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(3) disclosing the conflict of interest and sending the proxy to individual shareholders for them to vote individually, or (4) such other method as is deemed appropriate given the particular facts and circumstances.
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Effective Date: February 1, 2019
PROPRIETARY
PROXY VOTING POLICIES AND PROCEDURES
DIMENSIONAL FUND ADVISORS LP
DIMENSIONAL FUND ADVISORS LTD.
DFA AUSTRALIA LIMITED
DIMENSIONAL FUND ADVISORS PTE. LTD.
DIMENSIONAL JAPAN LTD.
Introduction
Dimensional Fund Advisors LP (“Dimensional”) is an investment adviser registered with the U.S. Securities and Exchange Commission (“SEC”) pursuant to the Investment Advisers Act of 1940 (the “Advisers Act”). Dimensional is the parent or indirect parent company of Dimensional Fund Advisors Ltd. (“DFAL”), DFA Australia Limited (“DFAA”), Dimensional Fund Advisors Pte. Ltd. (“DFAP”) and Dimensional Japan Ltd. (“DFAJ”) (Dimensional, DFAL, DFAA, DFAP and DFAJ are collectively referred to as the “Advisors”). DFAL and DFAA are also registered as investment advisers under the Advisers Act.
The Advisors provide investment advisory or sub-advisory services to various types of clients, including registered funds, unregistered commingled funds, defined benefit plans, defined contribution plans, private and public pension funds, foundations, endowment funds and other types of investors. These clients frequently give the Advisors the authority and discretion to vote proxies relating to the underlying securities beneficially held by such clients. Also, a client may, at times, ask an Advisor to share its proxy voting policies, procedures, and guidelines without the client delegating full voting discretion to the Advisor. Depending on the client, an Advisor’s duties may include making decisions regarding whether and how to vote proxies as part of an investment manager’s fiduciary duty under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).
The following Proxy Voting Policies and Procedures (the “Policy”) address the Advisors’ objectives for voting proxies received by the Advisors on behalf of client accounts or funds to the extent that relationships with such clients are subject to the Advisers Act or ERISA or the clients are registered investment companies under the Investment Company Act of 1940 (the “40 Act”), including The DFA Investment Trust Company, DFA Investment Dimensions Group Inc., Dimensional Investment Group Inc. and Dimensional Emerging Markets Value Fund (together, the “Dimensional Investment Companies”). The Advisors believe that this Policy is reasonably designed to meet their goal of seeking to vote (or refrain from voting) proxies in a manner consistent with applicable legal standards and in the best interests of clients, as understood by the Advisors at the time of the vote.
Exhibit A to this Policy includes a summary of the Advisors’ current Proxy Voting Guidelines and will change from time to time (the “Guidelines”). The Investment Committee of Dimensional has determined that, in general, voting proxies pursuant to the Guidelines should be in the best interests of clients. Therefore, an Advisor will usually instruct voting of proxies in accordance with the Guidelines. The Guidelines provide a framework for analysis and decision making, but do not address all potential issues. In order to be able to address all the relevant facts and circumstances related to a proxy vote, the Advisors reserve the right to instruct votes counter to the Guidelines if, after a review of the matter, an Advisor believes that a client’s best interests would be served by such a vote. In such circumstance, the analysis will be documented in writing and periodically presented to the Committee (as hereinafter defined). To the extent that the Guidelines do not cover potential voting issues, an Advisor may consider the spirit of the Guidelines and instruct the vote on such issues in a manner that the Advisor believes would be in the best interests of the client.
The Advisors may take social concerns into account when voting proxies for socially screened portfolios and accounts and may take environmental concerns into account when voting proxies for sustainability screened portfolios and accounts, as further described in the Guidelines. The Advisors may also take social or environmental concerns into account when voting proxies for other portfolios and accounts that do not have social or sustainability screens if the Advisors believe that a social or environmental issue may have material economic ramifications for shareholders, also as further described in the Guidelines.
The Advisors have retained certain third party proxy service providers (“Proxy Advisory Firms”) to provide information on shareholder meeting dates and proxy materials, translate proxy materials printed in a foreign language, provide research on proxy proposals, operationally process votes in accordance with the Guidelines on behalf of the clients for whom the Advisors have proxy voting responsibility, and provide reports concerning the proxies voted (“Proxy Voting Services”). Although the Advisors retain third-party service providers for proxy issues, the Advisors remain responsible for proxy voting decisions. The Advisors use commercially reasonable efforts to oversee any directed delegation to Proxy Advisory Firms, upon which the Advisors rely to carry out the Proxy Voting Services. In the event that the Guidelines are not implemented precisely as the Advisors intend because of the actions or omissions of any Proxy Advisory Firms, custodians or sub-custodians or other agents, or any such persons experience any
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irregularities (e.g., misvotes or missed votes), then such instances will not necessarily be deemed by the Advisors as a breach of this Policy.
Prior to the selection of any new Proxy Advisory Firms and annually thereafter or more frequently if deemed necessary by Dimensional, the Corporate Governance Committee (as defined below) will consider whether the Proxy Advisory Firm: (i) has the capacity and competency to adequately analyze proxy issues and (ii) can make its recommendations in an impartial manner and in consideration of the best interests of the Advisors’ clients. Such considerations may include some or all of the following: (i) periodic sampling of votes cast by the Proxy Advisory Firm to review that the Guidelines adopted by the Advisors are being followed, (ii) onsite visits to the Proxy Advisory Firm office and/or discussions with the Proxy Advisory Firm to determine whether the Proxy Advisory Firm continues to have the capacity and competency to carry out its proxy obligations to the Advisors, (iii) a review of the Proxy Advisory Firm’s policies and procedures, with a particular focus on those relating to identifying and addressing conflicts of interest and monitoring that current and accurate information is used in creating recommendations, (iv) requesting the Proxy Advisory Firm to notify the Advisors if there is a change in the Proxy Advisory Firm’s material policies and procedures, particularly with respect to conflicts, or material business practices (e.g., entering or exiting new lines of business), and reviewing any such change, and (v) in case of an error made by the Proxy Advisory Firm, discussing the error with the Proxy Advisory Firm and determining whether appropriate corrective and preventive action is being taken.
Procedures for Voting Proxies
The Investment Committee at Dimensional is generally responsible for overseeing each Advisor’s proxy voting process. The Investment Committee has formed a Corporate Governance Committee (the “Corporate Governance Committee” or the “Committee”) composed of certain officers, directors and other personnel of the Advisors and has delegated to its members authority to (i) oversee the voting of proxies and the Proxy Advisory Firms, (ii) make determinations as to how to instruct the vote on certain specific proxies, (iii) verify ongoing compliance with this Policy and (iv) review this Policy from time to time and recommend changes to the Investment Committee. The Committee may designate one or more of its members to oversee specific, ongoing compliance with respect to this Policy and may designate personnel of each Advisor to instruct the vote on proxies on behalf of an Advisor’s clients, such as authorized traders of the Advisors (collectively, “Authorized Persons”). The Committee may recommend changes to this Policy to seek to act in a manner consistent with the best interests of the clients.
Generally, the Advisors analyze relevant proxy materials on behalf of their clients and seek to instruct the vote (or refrain from voting) proxies in accordance with this Policy and the Guidelines. Therefore, an Advisor typically will not instruct votes differently for different clients unless a client has expressly directed the Advisor to vote differently for such client’s account. In the case of separate accounts, where an Advisor has contractually agreed to follow a client’s individualized proxy voting guidelines, the Advisor will seek to instruct such vote on the client’s proxies pursuant to the client’s guidelines.
Each Advisor seeks to vote (or refrain from voting) proxies for its clients in a manner that the Advisor determines is in the best interests of its clients and which seeks to maximize the value of the client’s investments. When voting (or electing to refrain from voting) proxies for clients subject to ERISA, each Advisor shall seek to consider those factors that may affect the value of the ERISA client’s investment and not subordinate the interests of the client’s participants and beneficiaries on their retirement income to unrelated objectives. In some cases, the Advisor may determine that it is in the best interests of clients to refrain from exercising the clients’ proxy voting rights. The Advisor may determine that voting is not in the best interests of a client and refrain from voting if the costs, including the opportunity costs, of voting would, in the view of the Advisor, exceed the expected benefits of voting to the client. For securities on loan, the Advisor will balance the revenue-producing value of loans against the difficult-to-assess value of casting votes. It is the Advisors’ belief that the expected value of casting a vote generally will be less than the securities lending income, either because the votes will not have significant economic consequences or because the outcome of the vote would not be affected by an Advisor recalling loaned securities for voting. Each Advisor does intend to recall securities on loan if, based upon information in the Advisor’s possession, it determines that voting the securities is likely to materially affect the value of a client’s investment and that it is in the client’s best interests to do so.
In cases where an Advisor does not receive a solicitation or enough information within a sufficient time (as reasonably determined by the Advisor) prior to the proxy-voting deadline, the Advisor or its service provider may be unable to vote.
Generally, the Advisors do not intend to invest to seek to change or influence control of a company and do not intend to engage in shareholder activism with respect to a pending vote. If an issuer’s management, shareholders or proxy solicitors contact an Advisor with respect to a pending vote, a member of the Committee (or its delegee) may listen to such party and discuss this Policy with such party.
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International Proxy Voting
While the Advisors utilize the Policy and Guidelines for both their international and domestic portfolios and clients, there are some significant differences between voting U.S. company proxies and voting non-U.S. company proxies. For U.S. companies, it is usually relatively easy to vote proxies, as the proxies are typically received automatically and may be voted by mail or electronically. In most cases, the officers of a U.S. company soliciting a proxy act as proxies for the company’s shareholders.
With respect to non-U.S. companies, however, it is typically both difficult and costly to vote proxies due to local regulations, customs or other requirements or restrictions, and such circumstances and expected costs may outweigh any anticipated economic benefit of voting. The major difficulties and costs may include: (i) appointing a proxy; (ii) obtaining reliable information about the time and location of a meeting; (iii) obtaining relevant information about voting procedures for foreign shareholders; (iv) restrictions on trading securities that are subject to proxy votes (share-blocking periods); (v) arranging for a proxy to vote locally in person; (vi) fees charged by custody banks for providing certain services with regard to voting proxies; and (vii) foregone income from securities lending programs. The Advisors do not intend to vote proxies of non-U.S. companies if they determine that the expected costs of voting outweigh any anticipated economic benefit to the client of voting.1 The Advisors intend to make their determination on whether to vote proxies of non-U.S. companies on a client by client basis, and generally seek to implement uniform voting procedures for all proxies of companies in each country. The Advisors periodically review voting logistics, including costs and other voting difficulties, on a client by client and country by country basis, in order to determine if there have been any material changes that would affect the Advisors’ determinations and procedures.2 In the event an Advisor is made aware of and believes that an issue to be voted is likely to materially affect the economic value of a portfolio, that its client’s vote is reasonably likely to influence the ultimate outcome of the contest, and that the expected benefits to the client of voting the proxies exceed the expected costs, the Advisor will seek to make reasonable efforts to vote such proxies.
1 As the SEC has stated, “There may even be times when refraining from voting a proxy is in the client’s best interest, such as when the adviser determines that the cost of voting the proxy exceeds the expected benefit to the client…For example, casting a vote on a foreign security may involve additional costs such as hiring a translator or traveling to the foreign country to vote the security in person.” See Proxy Voting by Investment Advisers, Release No. IA-2106 (Jan. 31, 2003). Additionally, the Department of Labor has stated that it “recognizes that in some special cases voting proxies may involve out of the ordinary costs or unusual requirements, for example in the case of voting proxies on shares of certain foreign corporations. Thus, in such cases, a fiduciary should consider whether the plan’s vote, either by itself or together with the votes of other shareholders, is expected to have an effect on the value of the plan’s investment that warrants the additional cost of voting.” See Preamble to Department of Labor Interpretive Bulletin 2016-1, 81 FR 95883 (December 29, 2016).
2 If a client does not share with its Advisor information regarding the cost of voting proxies for certain non-US companies or in certain countries, the Advisor will presume, in making its determinations, that the costs incurred by the client for voting those proxies are similar to those incurred by voting for a Dimensional Investment Company.
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Conflicts of Interest
Occasions may arise where an Authorized Person, the Committee, an Advisor, or an affiliated person of an Advisor may have a conflict of interest in connection with the proxy voting process. A conflict of interest may exist, for example, if an Advisor is actively soliciting investment advisory business from the company soliciting the proxy. However, proxies that the Advisors receive on behalf of their clients generally will be voted in accordance with the predetermined Guidelines. Therefore, proxies voted typically should not be affected by any conflicts of interest.
In the limited instances where (i) an Authorized Person is considering voting a proxy contrary to the Guidelines (or in cases for which the Guidelines do not prescribe a particular vote and the proposed vote is contrary to the recommendation of Institutional Shareholder Services, Inc., a Proxy Advisory Firm (“ISS”)), and (ii) the Authorized Person believes a potential conflict of interest exists, the Authorized Person will disclose the potential conflict to a member of the Committee. Such disclosure will describe the proposal to be voted upon and disclose any potential conflict of interest including but not limited to any potential personal conflict of interest (e.g., familial relationship with company management) the Authorized Person may have relating to the proxy vote, in which case the Authorized Person will remove himself or herself from the proxy voting process.
If the Committee member has actual knowledge of a conflict of interest and recommends a vote contrary to the Guidelines (or in the case where the Guidelines do not prescribe a particular vote and the proposed vote is contrary to the recommendation of ISS), the Committee member will bring the vote to the Committee, which will (a) determine how the vote should be cast, keeping in mind the principle of preserving shareholder value or (b) determine to abstain from voting, unless abstaining would be materially adverse to the Client’s interest. To the extent the Committee makes a determination regarding how to vote or to abstain for a proxy on behalf of a Dimensional Investment Company in the circumstances described in this paragraph, the Advisor will report annually on such determinations to the respective Board of Directors/Trustees of the Dimensional Investment Company.
Availability of Proxy Voting Information and Recordkeeping
Each Advisor will inform those clients for which it has voting authority how to obtain information from the Advisor about how it voted with respect to client securities. The Advisor will provide those clients with a summary of its proxy voting guidelines, process and policies and will inform the clients how they can obtain a copy of the complete Policy upon request. If an Advisor is registered under the Advisers Act, the Advisor will also include such information described in the preceding two sentences in Part 2A of its Form ADV.
Recordkeeping
The Advisors will also keep records of the following items: (i) their proxy voting guidelines, policies and procedures; (ii) proxy statements received regarding client securities (unless such statements are available on the SEC’s Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system); (iii) records of votes they cast on behalf of clients, which may be maintained by a Proxy Advisory Firm if it undertakes to provide copies of those records promptly upon request; (iv) records of written client requests for proxy voting information and an Advisor’s responses (whether a client’s request was oral or in writing); (v) any documents prepared by an Advisor that were material to making a decision how to vote, or that memorialized the basis for the decision; (vi) a record of any testing conducted on any Proxy Advisory Firm’s votes; and (vii) a copy of each version of the Proxy Advisory Firm’s policies and procedures provided to the Advisors. The Advisors will maintain these records in an easily accessible place for at least six years from the end of the fiscal year during which the last entry was made on such records. For the first two years, each Advisor will store such records at one of its principal offices.
Disclosure
Dimensional shall disclose in the statements of additional information of the Dimensional Investment Companies a summary of procedures which Dimensional uses to determine how to vote proxies relating to portfolio securities of the Dimensional Investment Companies. The disclosure will include a description of the procedures used when a vote presents a conflict of interest between shareholders and Dimensional, DFA Securities LLC (“DFAS”) or an affiliate of Dimensional or DFAS.
The semi-annual reports of the Dimensional Investment Companies shall indicate that the procedures are available: (i) by calling Dimensional collect; or (ii) on the SEC’s website. If a request for the procedures is received, the requested description must be sent within three business days by a prompt method of delivery.
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Dimensional, on behalf of each Dimensional Investment Company it advises, shall file its proxy voting record with the SEC on Form N-PX no later than August 31 of each year, for the twelve-month period ending June 30 of the current year. Such filings shall contain all information required to be disclosed on Form N-PX.
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Exhibit A
Proxy Voting Guidelines
General Approach to Corporate Governance and Proxy Voting
When voting proxies, Dimensional seeks to act in the interests of the funds and accounts we manage. We seek to maximize shareholder value subject to the standards of the relevant legal and regulatory regimes, listing requirements, regional stewardship codes, and any social and sustainability guidelines of specific funds or accounts. Dimensional will evaluate management and shareholder proposals on a case-by-case basis.
We expect the members of a portfolio company’s board to act in the interests of their shareholders. Each portfolio company’s board should implement policies and adopt practices that align the interests of the board and management with those of its shareholders. Since a board’s main responsibility is to oversee management and to manage and mitigate risk, it is important that board members have the experience and skills to carry out that responsibility.
This document outlines Dimensional’s global approach to key proxy voting issues and highlights particular considerations in specific markets.
Global Evaluation Framework
Uncontested Director Elections
Dimensional may vote against individual directors, committee members, or the full board of a portfolio company in the following situations:
1. There are problematic audit-related practices;
2. There are problematic compensation practices or persistent pay for performance misalignment;
3. There are problematic anti-takeover provisions;
4. There have been material failures of governance, risk oversight, or fiduciary responsibilities;
5. The board has failed to adequately respond to shareholder concerns;
6. The board has demonstrated a lack of accountability to shareholders.
Dimensional also considers the following when voting on directors:
1. Board independence
2. Director attendance
3. Director capacity to serve
4. Board composition
Contested Director Elections
In the case of contested board elections at portfolio companies, Dimensional takes a case-by-case approach. With the goal of maximizing shareholder value, we consider the qualifications of the nominees, the likelihood that each side can accomplish their stated plans, the company’s corporate governance practices, and the incumbent board’s history of responsiveness to shareholders.
Auditors
Dimensional will typically support the ratification of auditors unless there are concerns with the auditor’s independence, the accuracy of the auditor’s report, the level of non-audit fees, or if lack of disclosure makes it difficult for us to assess these factors.
Anti-Takeover Provisions
We believe that the market for corporate control, which often results in acquisitions which generally increase shareholder value, should be able to function without undue restrictions. Takeover defenses such as poison pills can lead to entrenchment of management and reduced accountability at the board level.
Related-Party Transactions
Related-party transactions have played a significant role in several high-profile corporate scandals and failures. We believe related party transactions should be minimized. When such transactions are determined to be fair to the company and its shareholders in accordance with the portfolio company’s policies and governing law, should be thoroughly disclosed in public filings.
Equity Compensation
Dimensional supports the adoption of equity plans that align the interests of the portfolio company board, management, and company employees with those of shareholders.
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Dimensional will evaluate equity compensation plans on a case-by-case basis, taking into account the potential dilution to shareholders, the portfolio company’s historical use of equity, and the particular plan features.
Executive Compensation
Dimensional supports compensation for executives that is clearly linked to the portfolio company’s performance. Compensation should be designed to attract, retain and appropriately motivate and serve as a means to align the interests of executives with those of shareholders. To the extent that compensation is clearly excessive and not aligned with the portfolio company’s performance or other factors, Dimensional would not support such compensation.
Therefore, Dimensional reviews proposals seeking approval of a portfolio company’s executive compensation plan closely, taking into account the quantum of pay, company performance, and the structure of the plan.
Director Compensation
Dimensional will support director compensation that is reasonable in both size and composition relative to industry and market norms.
Mergers & Acquisitions (M&A)
Dimensional’s primary consideration in evaluating mergers and acquisitions is maximizing shareholder value. Given that we believe market prices reflect future expected cash flows, an important consideration is the price reaction to the announcement, and the extent to which the deal represents a premium to the pre-announcement price. Dimensional will also consider the strategic rationale, potential conflicts of interest, and the possibility of competing offers.
Dimensional may vote against deals where there are concerns with the acquisition process or where there appear to be significant conflicts of interest.
Capitalization
Dimensional will vote case-by-case on proposals related to share issuances, taking into account the purpose for which the shares will be used, the risk to shareholders of not approving the request, and the dilution to existing shareholders.
Dimensional opposes the creation of dual-class share structures with unequal voting rights and will vote against proposals to create or continue dual-class capital structures.
Shareholder Proposals
When evaluating shareholder proposals, Dimensional considers the most important factor to be whether adoption of the proposal is likely to enhance or protect shareholder value.
Dimensional will also consider the potential cost to the portfolio company, the portfolio company’s current handling of the issue (both on an absolute basis and relative to peers), and whether the issue would be better addressed through legislation or government regulation.
Dimensional’s Approach to Environmental and Social Issues
Dimensional believes that portfolio company boards are best positioned to address environmental & social (E&S) issues within their duties. We may communicate with portfolio companies to better understand the alignment of the interests of boards and management with those of shareholders on these topics. If a portfolio company is unresponsive to material E&S risks which may have economic ramifications for shareholders, Dimensional may support shareholder proposals and may also vote against or withhold voting from directors individually, committee members, or the entire board.
For sustainability-focused funds, Dimensional may support shareholder proposals aimed at enhancing the disclosure around certain environmental issues. In limited circumstances, Dimensional may support proposals requesting companies take specific steps to address material risks from environmental issues.
For socially-focused funds, Dimensional may support shareholder proposals aimed at enhancing the disclosure around certain social issues. In limited circumstances, Dimensional may support proposals requesting companies take specific steps to address material risks from social issues.
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Proxy Voting Principles for the United States
Uncontested Director Elections
Shareholders elect the board of a portfolio company to represent their interests and oversee management and expect portfolio company boards to adopt policies and practices that align the interests of the board and management with those of shareholders and limit the potential for conflicts of interest
One of the most important measures aimed at ensuring that portfolio company shareholders’ interests are represented is an independent board of directors, made up of individuals with the diversity of backgrounds, experiences, and skill-sets needed to effectively oversee management and manage risk. We expect portfolio company boards to be majority independent and key committees to be fully independent.
Dimensional may vote against individual directors, committee
members, or the full board of a portfolio company in the following situations:
1. Problematic audit-related practices;
2. Problematic compensation practices or persistent pay for performance misalignment;
3. Problematic anti-takeover provisions;
4. Material failures of governance, risk oversight, or fiduciary responsibilities;
5. Failure to adequately respond to shareholder concerns;
6. Lack of accountability to shareholders.
Dimensional also considers the following when voting on directors at portfolio companies:
1. | Director attendance - Board members should attend at least 75% of meetings. |
2. | Director commitments - Board members should ensure that they have the capacity to fulfill the requirements of each board membership. |
Contested Director Elections
In the case of contested board elections at portfolio companies, Dimensional takes a case-by-case approach. With the goal of maximizing shareholder value, we consider the qualifications of the nominees, the likelihood that each side can accomplish their stated plans, the portfolio company’s corporate governance practices, and the incumbent board’s history of responsiveness to shareholders.
Classified Boards
We believe that shareholders should be given the right to vote on the entire slate of directors on an annual basis. Therefore, we encourage portfolio company boards to conduct annual elections for all sitting directors.
Dimensional will generally support proposals to declassify existing boards at portfolio companies, and will oppose efforts by portfolio companies to adopt classified board structures, in which only part of the board is elected each year.
CEO/Chair
Dimensional believes that the portfolio company boards are best placed to determine whether the separation of roles is appropriate and will generally vote with management on shareholder proposals requiring that the chairman’s position be filled by an independent director.
However, at portfolio companies with a combined CEO/Chair, Dimensional expects the board to appoint a lead independent director with specific responsibilities, including the setting of meeting agendas, to seek to ensure the board is able to act independently.
Board Size
Dimensional generally believes that portfolio company boards are best positioned to determine an appropriate size, and therefore will generally defer to the board in setting its size. However, Dimensional will oppose proposals to alter board structure or size in the context of a fight for control of the company or the board.
Age/Term Limits
Dimensional believes it is the responsibility of a portfolio company’s Nominating Committee to ensure that the company’s board of directors is composed of individuals with the skills needed to effectively oversee management and will generally oppose proposals seeking to impose age or term limits for directors.
That said, portfolio companies should clearly disclose their director evaluation and board refreshment policies in their proxy.
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Poison Pills
Dimensional generally opposes poison pills. As a result, we may vote against the adoption of a pill and all directors that put a pill in place without first obtaining shareholder approval. Votes against directors may extend beyond the company that adopted the pill, to all boards the directors serve on. In considering a poison pill for approval, we may take into account the existence of ‘qualified offer’ and other shareholder-friendly provisions.
For pills designed to protect net operating losses, we may take into consideration a variety of factors, including but not limited to the size of the available operating losses and the likelihood that they will be utilized to offset gains.
Cumulative Voting
Under cumulative voting, each shareholder is entitled to the number of his or her shares multiplied by the number of directors to be elected. Shareholders have the flexibility to allocate their votes among directors in the proportion they see fit, including casting all their votes for one director. This is particularly impactful in the election of dissident candidates to the board in the event of a proxy contest.
Dimensional will typically support proposals that provide for cumulative voting and against proposals to eliminate cumulative voting unless the portfolio company has demonstrated that there are adequate safeguards in place, such as proxy access and majority voting.
Majority Voting
For the election of directors, companies may adopt either a majority or plurality vote standard. In a plurality vote standard, the directors with the most votes are elected. If the number of directors up for election is equal to the number of board seats, each director only needs to receive one vote in order to be elected. In a majority vote standard, in order to be elected, a director must receive the support of a majority of shares voted or present at the meeting.
Dimensional supports a majority (rather than plurality) voting standard for uncontested director elections. The majority vote standard should be accompanied by a director resignation policy to address failed elections.
To account for contested director elections, portfolio companies with a majority vote standard should include a carve-out for plurality voting in situations where there are more nominees than seats.
Supermajority Vote Requirements
Dimensional believes that the affirmative vote of a majority of shareholders should be sufficient to approve items such as bylaw amendments and mergers. Dimensional will vote against proposals seeking to implement a supermajority vote requirement and for proposals seeking the adoption of a majority vote standard.
Dimensional will vote against incumbent directors at portfolio companies that place substantial restrictions on shareholders’ ability to amend bylaws.
Right to Call Meetings and Act by Written Consent
Dimensional will generally support the right of shareholders to call special meetings of a portfolio company board (if they own 25% of shares outstanding) and take action by written consent.
Proxy Access
Dimensional will typically support management and shareholder proposals for proxy access that allow a shareholder (or group of shareholders) holding three percent of voting power for three years to nominate up to 25 percent of a portfolio company board. Dimensional will typically vote against proposals that are more restrictive than these guidelines.
Amend Bylaws/Charters
Dimensional believes that shareholders should have the right to amend a company’s bylaws. Dimensional will vote against incumbent directors at portfolio companies that place substantial restrictions on shareholders’ ability to amend bylaws.
Exclusive Forum
Dimensional is generally supportive of management proposals to adopt an exclusive forum for shareholder litigation.
Auditors
Dimensional will typically support the ratification of auditors unless there are concerns with the auditor’s independence, the accuracy of the auditor’s report, the level of non-audit fees, or if lack of disclosure makes it difficult to assess these factors.
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In addition to voting against the ratification of the auditors, Dimensional may also vote against Audit Committee members in instances of fraud, material weakness, or significant financial restatements.
Stock-Based Compensation Plans
Dimensional supports the adoption of equity plans that align the interests of portfolio company board, management, and company employees with those of shareholders.
Dimensional will evaluate equity compensation plans on a case-by-case basis, taking into account the potential dilution to shareholders, the company’s historical use of equity, and the particular plan features.
Dimensional will typically vote against plans that have features that have a negative impact on shareholders. Such features include single-trigger or discretionary vesting, an overly broad definition of change in control, a lack of minimum vesting periods for grants, and the ability to reprice shares without shareholder approval.
Dimensional may also vote against equity plans if problematic equity grant practices have contributed to a pay for performance misalignment.
Employee Stock Purchase Plans
Dimensional will generally support qualified employee stock purchase plans (as defined by Section 423 of the Internal Revenue Code), provided that the purchase price is no less than 85 percent of market value, the number of shares reserved for the plan is no more than ten percent of outstanding shares, and the offering period is no more than 27 months.
Supplemental Executive Retirement Plans
Dimensional will generally support shareholder proposals that ask the company to put to shareholder vote extraordinary benefits such as credit for years of service not actually worked, preferential benefit formulas, or accelerated vesting of pension benefits contained in supplemental executive retirement plan (SERP).
Advisory Votes on Executive Compensation (Say on Pay)
Dimensional supports reasonable compensation for executives that is clearly linked to the company’s performance. Compensation should serve as a means to align the interests of executives with those of shareholders. To the extent that compensation is excessive, it represents a transfer to management of shareholder wealth. Therefore, Dimensional reviews proposals seeking approval of a company’s executive compensation plan closely, taking into account the quantum of pay, company performance, and the structure of the plan.
Certain practices, such as:
· | multi-year guaranteed bonuses | |
· | excessive severance agreements (particularly those that vest without involuntary job loss or diminution of duties or those with excise-tax gross-ups) | |
· | single, or the same, metrics used for both short-term and long-term executive compensation plans may encourage excessive risk-taking by executives and are generally opposed by Dimensional. |
At portfolio companies that have a history of problematic pay practices or excessive compensation, Dimensional will consider the company’s responsiveness to shareholders’ concerns and may vote against members of the compensation committee if these concerns have not been addressed.
Frequency of Say on Pay
Executive compensation in the United States in typically composed of three parts: 1) base salary; 2) cash bonuses based on annual performance (short-term incentive awards); 3) and equity awards based on performance over a multi-year period (long-term incentive awards).
Dimensional supports triennial say on pay because it allows for a longer-term assessment of whether compensation was adequately linked to company performance. This is particularly important in situations where a company makes significant changes to their long-term incentive awards, as the effectiveness of such changes in aligning pay and performance cannot be determined in a single year.
If there are serious concerns about a company’s compensation plan in a year where the plan is not on the ballot, Dimensional may vote against members of the Compensation Committee.
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Clawback Provisions
Dimensional typically supports clawback provisions in executive compensation plans as a way to mitigate risk of excessive risk taking by executives.
Executive Severance Agreements (Golden Parachutes)
Dimensional analyzes golden parachute proposals on a case-by-case basis.
Dimensional expects payments to be reasonable on both an absolute basis and relative to the value of the transaction. Dimensional will typically vote against agreements with cash severance of more than 3x salary and bonus.
Dimensional expects vesting of equity to be contingent on both a change in control and a subsequent involuntary termination of the employee (“double-trigger change in control”).
Remuneration of Directors
Dimensional will support director compensation that is reasonable in both size and composition relative to industry and market norms.
Mergers and Acquisitions (M&A)
Dimensional’s primary consideration in evaluating mergers and acquisitions is maximizing shareholder value. Given that we believe market prices reflect future expected cash flows, an important consideration is the price reaction to the announcement, and the extent to which the deal represents a premium to the pre-announcement price. Dimensional will also consider the strategic rationale, potential conflicts of interest, and the possibility of competing offers.
Dimensional may vote against deals where there are concerns with the acquisition process or where there appear to be significant conflicts of interest.
Reincorporation
Dimensional will evaluate reincorporation proposals on a case-by-case basis.
Dimensional may vote against reincorporations if the move would result in a substantial diminution of shareholder rights.
Increase Authorized Shares
Dimensional will vote case-by-case on proposals seeking to increase common or preferred stock, taking into account the purpose for which the shares will be used and the risk to shareholders of not approving the request.
Dimensional will typically vote against requests for common or preferred stock issuances that are excessively dilutive relative to common market practice.
Dimensional will typically vote against proposals at portfolio companies with multiple share classes to increase the number of shares of the class with superior voting rights.
Blank Check Preferred Stock
Blank check preferred stock is stock that can be issued at the discretion of the board, with the voting, conversion, distribution, and other rights determined by the board at the time of issue. Therefore, blank check preferred stock can potentially serve as means to entrench management and prevent takeovers.
To mitigate concerns regarding what we believe is the inappropriate use of blank check preferred stock, Dimensional expects portfolio companies seeking approval for blank preferred stock to clearly state that the shares will not be used for anti-takeover purposes.
Dual Classes of Stock
Dual class share structures are generally seen as detrimental to shareholder rights, as they are accompanied by unequal voting rights. Dimensional believes in the principle of one share, one vote.
Dimensional opposes the creation of dual-class share structures with unequal voting rights and will vote against proposals to create or continue dual-class capital structures.
Dimensional will vote against directors at portfolio companies that adopt a dual-class structure without shareholder approval after the company’s IPO. Implementation of a dual-class structure prior to or in connection with an IPO may not per se warrant a vote against directors but will be considered on a case-by-case basis.
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Shareholder Proposals
When evaluating shareholder proposals, including proposals on environmental and social issues, Dimensional considers the most important factor to be whether adoption of the proposal is likely to enhance or protect shareholder value.
Dimensional will also consider the potential cost to the portfolio company, the portfolio company’s current handling of the issue (both on an absolute basis and relative to peers), and whether the issue would be better addressed through legislation or government regulation.
Director Election Guidelines for Europe, the Middle East, and Africa (EMEA)
Dimensional will leverage its global framework when evaluating EMEA portfolio companies, but will apply the following market-specific considerations when voting on directors.
United Kingdom
Dimensional expects portfolio companies to follow the requirements of the UK Corporate Governance Code with regards to board and committee composition.
France
All portfolio company boards should be at least one-third independent; for non-controlled companies, at least half of board members (excluding those appointed pursuant to French law) should be independent.
Executives should not serve on audit and remuneration committees. Dimensional will vote against executives who serve on these committees.
Dimensional prefers the role of chairman and CEO to be separated; however, Dimensional may support a combined role if the board has a lead independent director with specific responsibilities, including the setting of meeting agendas.
Dimensional will typically vote against the election of censors, but may consider providing support if the censor is to serve on an interim basis.
Germany
All portfolio company boards should be at least one-third independent; for non-controlled companies, at least half of board members (excluding employee-elected representatives) should be independent.
Absent exceptional circumstances, Dimensional expects the role of chairman and CEO to be separated and will vote against the election of a director to serve in a combined role. Dimensional will generally also vote against the appointment of a former CEO as Chairman.
Switzerland
For all companies, boards should be at least one-third independent; for non-controlled companies, at least half of board members should be independent.
Executives should not serve on audit and remuneration committees. Dimensional will vote against executives who serve on these committees. Additionally, Dimensional expects these committees to be majority independent and will vote against non-independent nominees if their election would result in the committee being less than majority independent.
Dimensional expects the role of chairman and CEO to be separated and will generally vote against the election of a director to serve in a combined role.
South Africa
Dimensional expects portfolio companies to follow the recommendations of the King Report On Corporate Governance (King Code IV) with regards to board and committee composition.
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Proxy Voting Principles for Australia
Uncontested Director Elections
Shareholders elect the board of a portfolio company to represent their interests and oversee management and expect portfolio company boards to adopt policies and practices that align the interests of the board and management with those of shareholders and limit the potential for conflicts of interest.
One of the most important measures aimed at ensuring that portfolio company shareholders’ interests are represented is an independent board of directors, made up of individuals with the diversity of backgrounds, experiences, and skill-sets needed to effectively oversee management and manage risk. We expect portfolio company boards to be majority independent.
Dimensional believes that key audit and remuneration committees should be composed of independent directors. Dimensional will vote against executive directors, other than the CEO, who serve on the audit committee or who serve on the remuneration committee if the remuneration committee is not majority independent.
CEO/Chair
If a portfolio company’s board chair is not independent, the board should have a lead independent director with specific responsibilities, including the setting of meeting agendas. Dimensional may vote against executive board chairs if such measures are absent.
Auditors
Australian law does not require the annual ratification of auditors; therefore, concerns with a portfolio company’s audit practices will be reflected in votes against members of the audit committee.
Dimensional may vote against audit committee members if there are concerns with the auditor’s independence, the accuracy of the auditor’s report, the level of non-audit fees, or if lack of disclosure makes it difficult to assess these factors.
Dimensional may also vote against audit committee members in instances of fraud or material failures in oversight of audit functions.
Share Issuances
Dimensional will evaluate requests for share issuances on a case-by-case basis, taking into account factors such as the impact on current shareholders and the rationale for the request.
When voting on approval of prior share distributions, Dimensional will generally support prior issuances that conform to the dilution guidelines set out in ASX Listing Rule 7.1.
Share Repurchase
Dimensional will evaluate requests for share repurchases on a case-by-case basis, taking into account factors such as the impact on current shareholders, the rationale for the request, and the company’s history of repurchases. Dimensional expects repurchases to be made in arms-length transactions using independent third-parties.
Dimensional may vote against plans that do not include limitations on the company’s ability to use the plan to repurchase shares from third parties at a premium and limitations on the use of share purchases as an anti-takeover device.
Constitution Amendments
Dimensional will evaluate requests for amendments to a portfolio company’s constitution on a case-by-case basis. The primary consideration will be the impact on the rights of shareholders.
Non-Executive Director Compensation
Dimensional will support non-executive director remuneration that is reasonable in both size and composition relative to industry and market norms.
Dimensional will vote against components of non-executive director remuneration that are likely to impair a director’s independence, such as options or performance-based remuneration.
Equity Plans
Dimensional supports the adoption of equity plans that align the interests of the portfolio company board, management, and company employees with those of shareholders.
Companies should clearly disclose components of the plan, including vesting periods and performance hurdles.
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Dimensional may vote against plans that are exceedingly dilutive to existing shareholders. Plans that permit retesting or repricing will generally be viewed unfavorably.
Proxy Voting Principles for Japan
Uncontested Director Elections
Shareholders elect the board of a portfolio company to represent their interests and oversee management and expect portfolio company boards to adopt policies and practices that align the interests of the board and management with those of shareholders and limit the potential for conflicts of interest.
One of the most important measures aimed at ensuring that portfolio company shareholders’ interests are represented is an independent board of directors, made up of individuals with the diversity of backgrounds, experiences, and skill-sets needed to effectively oversee management and manage risk.
At portfolio companies with a three-committee structure, Dimensional expects at least one-third of the board to be outsiders. Ideally, the board should be majority independent.
At portfolio companies with an audit committee structure, Dimensional expects at least one third of the board to be outsiders. Ideally, the audit committee should be entirely independent; at minimum, any outside directors who serve on the committee should be independent.
At portfolio companies with a statutory auditor structure, Dimensional expects the board to include at least two outside directors. At portfolio companies with a statutory auditor structure that have a controlling shareholder, at least two directors should be independent outsiders.
Statutory Auditors
Statutory auditors are responsible for effectively overseeing management and ensuring that decisions made are in the best interest of shareholders. Dimensional may vote against statutory auditors who are remiss in their responsibilities.
When voting on outside statutory auditors, Dimensional expects nominees to be independent and to have the capacity to fulfill the requirements of their role as evidenced by attendance at meetings of the board of directors or board of statutory auditors.
Director and Statutory Auditor Compensation
Dimensional will support compensation for portfolio company directors and statutory auditors that is reasonable in both size and composition relative to industry and market norms.
When requesting an increase to the level of director fees, Dimensional expects portfolio companies to provide a specific reason for the increase. Dimensional will support an increase of director fees if it is in conjunction with the introduction of performance-based compensation, or where the ceiling for performance-based compensation is being increased. Dimensional will not support an increase in director fees if there is evidence that the directors have been remiss in effectively overseeing management or ensuring that decisions made are in the best interest of shareholders.
Dimensional will typically support an increase to the statutory auditor compensation ceiling unless there is evidence that the statutory auditors have been remiss in effectively overseeing management or ensuring that decisions made are in the best interest of shareholders.
Dimensional will support the granting of annual bonuses to portfolio company directors and statutory auditors unless there is evidence the board or the statutory auditors have been remiss in effectively overseeing management or ensuring that decisions made are in the best interest of shareholders.
Dimensional generally supports the granting of retirement benefits to portfolio company insiders, so long as the individual payments, and aggregate amount of such payments, is disclosed.
Dimensional will vote against the granting of retirement bonuses if there is evidence the portfolio company board or statutory auditors have been remiss in effectively overseeing management or ensuring that decisions made are in the best interest of shareholders.
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Equity Based Compensation
Dimensional supports the adoption of equity plans that align the interests of the portfolio company board, management, and company employees with those of shareholders.
Dimensional will typically support stock option plans to portfolio company executives and employees if total dilution from the proposed plans and previous plans exceeds 5 percent for mature companies or 10 percent for growth companies.
Dimensional will vote against stock plans if upper limit of options that can be issued per year is not disclosed.
For deep-discounted stock option plans, Dimensional typically expects portfolio companies to disclose specific performance hurdles.
Capital Allocation
Dimensional will typically support well-justified dividend payouts that do not negatively impact the company’s overall financial health.
Share Repurchase
Dimensional is typically supportive of portfolio company boards having discretion over share repurchases absent concerns with the company’s balance sheet management, capital efficiency, buyback and dividend payout history, board composition, or shareholding structure.
Dimensional will typically support proposed repurchases that do not have a negative impact on shareholder value.
For repurchases of more than 10 percent of issue share capital, Dimensional expects the company to provide a robust explanation for the request.
Shareholder Rights Plans
We believe the market for corporate control, which can result in acquisitions that are accretive to shareholders, should be able to function without undue restrictions. Takeover defenses such as poison pills can lead to entrenchment and reduced accountability at the board level.
Indemnification and Limitations on Liability
Dimensional generally supports limitations on liability for directors and statutory auditors in ordinary circumstances.
Limit Legal Liability of External Auditors
Dimensional generally opposes limitations on the liability of external auditors.
Increase in Authorized Capital
Dimensional will typically support requests for increases of less than 100 percent of currently authorized capital, so long as the increase does not leave the company with less than 30 percent of the proposed authorized capital outstanding.
For increases that exceed these guidelines, Dimensional expects portfolio companies to provide a robust explanation for the increase.
Dimensional will not support requests for increases that will be used as an anti-takeover device.
Expansion of Business Activities
For well performing portfolio companies seeking to expand their business into enterprises related to their core business, Dimensional will typically support management requests to amend the company’s articles to expand the company’s business activities.
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ADDRESSES
OLD WESTBURY FUNDS, INC.
760 Moore Road
King of Prussia, Pennsylvania 19406
Underwriter
FORESIDE FUNDS DISTRIBUTORS LLC
400 Berwyn Park
899 Cassatt Rd., Suite 110
Berwyn, Pennsylvania 19312
Adviser
BESSEMER INVESTMENT MANAGEMENT LLC
630 Fifth Avenue
New York, New York 10111
Sub-Advisers
DIMENSIONAL FUND ADVISORS LP
(SUB-ADVISER TO THE SMALL & MID CAP STRATEGIES FUND)
6300 Bee Cave Road, Building One
Austin, Texas 78746
CHAMPLAIN INVESTMENT PARTNERS, LLC
(SUB-ADVISER TO THE SMALL & MID CAP STRATEGIES FUND)
180 Battery Street
Burlington, Vermont 05401
BLACKROCK FINANCIAL MANAGEMENT, INC.
(SUB-ADVISER TO THE MULTI-ASSET OPPORTUNITIES FUND)
55 East 52nd Street
New York, New York 10022
SANDS CAPITAL MANAGEMENT, LLC
(SUB-ADVISER TO THE LARGE CAP STRATEGIES FUND)
1000 Wilson Boulevard, Suite 3000
Arlington, Virginia 22209
MUZINICH & CO., INC.
(SUB-ADVISER TO THE MULTI-ASSET OPPORTUNITIES FUND)
450 Park Avenue
New York, New York 10022
HARDING LOEVNER LP
(SUB-ADVISER TO THE LARGE CAP STRATEGIES FUND)
400 Crossing Boulevard, 4th Floor
Bridgewater, New Jersey 08807
MARTINGALE ASSET MANAGEMENT L.P.
(SUB-ADVISER TO THE SMALL & MID CAP STRATEGIES FUND)
888 Boylston Street, Suite 1400
Boston, Massachusetts 02199
BAILLIE GIFFORD OVERSEAS LIMITED
(SUB-ADVISER TO THE SMALL & MID CAP STRATEGIES FUND)
Calton Square, 1 Greenside Row
Edinburgh, EH1 3AN, Scotland
|
POLUNIN CAPITAL PARTNERS LIMITED
(SUB-ADVISER TO THE SMALL & MID CAP STRATEGIES FUND)
10 Cavalry Square
London, SW3 4RB, United Kingdom
ACADIAN ASSET MANAGEMENT LLC
(SUB-ADVISER TO THE SMALL & MID CAP STRATEGIES FUND)
260 Franklin Street
Boston, MA, 02110
Custodians
BESSEMER TRUST COMPANY
100 Woodbridge Center Drive
Woodbridge, New Jersey 07095
CITIBANK, N.A.
111 Wall Street
New York, New York 10005
Fund Administrator & Accountant
THE BANK OF NEW YORK MELLON
760 Moore Road
King of Prussia, Pennsylvania 19406
Transfer Agent
BNY MELLON INVESTMENT SERVICING (US) INC.
760 Moore Road
King of Prussia, Pennsylvania 19406
Independent Registered Public Accounting Firm
ERNST & YOUNG LLP
5 Times Square
New York, New York 10036
Fund Counsel
DECHERT LLP
1900 K Street, NW
Washington, DC 20006
Counsel to the Independent Directors
SULLIVAN & WORCESTER LLP
1633 Broadway
New York, New York 10019
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PART C
OTHER INFORMATION
OLD WESTBURY FUNDS, INC.
ITEM 28. | EXHIBITS |
(a)(i) | Articles of Restatement of the Registrant dated July 24, 2012 are incorporated by reference to Post-Effective Amendment No. 49 to Registrant’s Registration Statement filed on August 14, 2012 (File No. 33-66528). |
(a)(ii) | Articles of Amendment of the Registrant dated December 19, 2013 are incorporated by reference to Post-Effective Amendment No. 54 to Registrant’s Registration Statement filed on February 27, 2014 (File No. 33-66528). |
(a)(iii) | Articles of Amendment of the Registrant (changing the name of Old Westbury Large Cap Core Fund to Old Westbury All Cap Core Fund (“All Cap Core Fund”)), dated December 27, 2016 are incorporated by reference to Post-Effective Amendment No. 64 to the Registrant’s Registration Statement filed on December 30, 2016 (File No. 33-66528). |
(a)(iv) | Articles of Amendment of the Registrant (adding Old Westbury All Cap ESG Fund (“All Cap ESG Fund”)), dated November 14, 2017 are incorporated by reference to Post-Effective Amendment No. 68 to Registrant’s Registration Statement filed on December 15, 2017 (File No. 33-66528). |
(a)(v) | Articles of Amendment of the Registrant (adding the Old Westbury California Municipal Bond Fund (“California Municipal Bond Fund”) and the Old Westbury New York Municipal Bond Fund (“New York Municipal Bond Fund”)), dated July 23, 2018 are incorporated by reference to Post-Effective Amendment No. 72 to Registrant’s Registration Statement filed on September 14, 2018 (File No. 33-66528). |
(a)(vi) | Articles of Amendment of the Registrant (changing the name of Old Westbury Strategic Opportunities Fund (“Strategic Opportunities Fund”) to Old Westbury Multi-Asset Opportunities Fund (“Multi-Asset Opportunities Fund”)), dated June 19, 2019 are filed herewith. |
(b) | Amended and Restated By-Laws of the Registrant dated April 20, 2016 are incorporated by reference to Post-Effective Amendment No. 70 to Registrant’s Registration Statement filed on February 27, 2018 (File No. 33-66528). |
(c) | Not Applicable. |
(d)(i) | Investment Advisory Agreement dated September 1, 2010 between the Registrant and Bessemer Investment Management LLC (“BIM”) is incorporated by reference to Post-Effective Amendment No. 39 to Registrant’s Registration Statement filed on August 31, 2010 (File No. 33-66528). |
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(d)(ii) | Amendment No. 1 to Investment Advisory Agreement between the Registrant and BIM is incorporated by reference to Post-Effective Amendment No. 44 to Registrant’s Registration Statement filed on November 15, 2011 (File No. 33-66528). |
(d)(iii) | Amendment No. 2 to Investment Advisory Agreement dated June 25, 2014 between the Registrant and BIM is incorporated by reference to Post-Effective Amendment No. 56 to Registrant’s Registration Statement filed on January 30, 2015 (File No. 33-66528). |
(d)(iv) | Amendment No. 3 to Investment Advisory Agreement dated July 22, 2015 between the Registrant and BIM is incorporated by reference to Post-Effective Amendment No. 61 to Registrant’s Registration Statement filed on February 26, 2016 (File No. 33-66528). |
(d)(v) | Amendment No. 4 to Investment Advisory Agreement dated December 22, 2016 between the Registrant and BIM is incorporated by reference to Post-Effective Amendment No. 64 to Registrant’s Registration Statement filed on December 30, 2016 (File No. 33-66528). |
(d)(vi) | Sub-Advisory Agreement dated April 6, 2005 among the Registrant, BIM and Dimensional Fund Advisors, LP (formerly Dimensional Fund Advisors, Inc.) (“Dimensional”) with respect to the Old Westbury Small & Mid Cap Strategies Fund (“Small & Mid Cap Strategies Fund”) (formerly known as Old Westbury Small & Mid Cap Fund (“Small & Mid Cap Fund”)) is incorporated by reference to Post-Effective Amendment No. 28 to Registrant’s Registration Statement filed on March 1, 2007 (File No. 33-66528). |
(d)(vii) | Sub-Advisory Agreement dated October 1, 2008 among the Registrant, BIM and Champlain Investment Partners, LLC (“Champlain”) with respect to the Small & Mid Cap Strategies Fund (formerly known as Small & Mid Cap Fund) is incorporated by reference to Post-Effective Amendment No. 35 to Registrant’s Registration Statement filed on October 20, 2008 (File No. 33-66528). |
(d)(viii) | Sub-Advisory Agreement dated September 25, 2009 among the Registrant, BIM and BlackRock Financial Management, Inc. (“BlackRock”) with respect to the Multi-Asset Opportunities Fund (formerly known as Strategic Opportunities Fund) is incorporated by reference to Post-Effective Amendment No. 37 to Registrant’s Registration Statement filed on December 29, 2009 (File No. 33-66528). |
(d)(ix) | Sub-Advisory Agreement dated November 16, 2011 among the Registrant, BIM and Sands Capital Management, LLC (“Sands”) with respect to the Old Westbury Large Cap Strategies Fund (“Large Cap Strategies Fund”) is incorporated by reference to Post-Effective Amendment No. 44 to Registrant’s Registration Statement filed on November 15, 2011 (File No. 33-66528). |
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(d)(x) | Sub-Advisory Agreement dated October 24, 2013 among the Registrant, BIM and Muzinich & Co., Inc. (“Muzinich”) with respect to the Multi-Asset Opportunities Fund (formerly known as Strategic Opportunities Fund) is incorporated by reference to Post-Effective Amendment No. 53 to Registrant’s Registration Statement filed on December 30, 2013 (File No. 33-66528). |
(d)(xi) | Sub-Advisory Agreement dated February 13, 2015 among the Registrant, BIM and Harding Loevner LP (“Harding Loevner”) with respect to the Large Cap Strategies Fund is incorporated by reference to Post-Effective Amendment No. 59 to Registrant’s Registration Statement filed on April 2, 2015 (File No. 33-66528). |
(d)(xii) | Sub-Advisory Agreement dated July 28, 2016 among the Registrant, BIM and Martingale Asset Management, L.P. (“Martingale”) with respect to the Small & Mid Cap Strategies Fund (formerly known as Small & Mid Cap Fund) is incorporated by reference to Post-Effective Amendment No. 64 to Registrant’s Registration Statement filed on December 30, 2016 (File No. 33-66528). |
(d)(xiii) | Amendment to Sub-Advisory Agreement dated September 24, 2008 among the Registrant, BIM and Dimensional with respect to the Small & Mid Cap Strategies Fund (formerly known as Small & Mid Cap Fund) is incorporated by reference to Post-Effective Amendment No. 35 to Registrant’s Registration Statement filed on October 20, 2008 (File No. 33-66528). |
(d)(xiv) | Second Amendment to Sub-Advisory Agreement dated March 4, 2009 among the Registrant, BIM and Dimensional with respect to the Small & Mid Cap Strategies Fund (formerly known as Small & Mid Cap Fund) is incorporated by reference to Post-Effective Amendment No. 37 to Registrant’s Registration Statement filed on December 29, 2009 (File No. 33-66528). |
(d)(xv) | First Amendment to Sub-Advisory Agreement dated July 11, 2014 among the Registrant, BIM and BlackRock with respect to the Multi-Asset Opportunities Fund (formerly known as Strategic Opportunities Fund) is incorporated by reference to Post-Effective Amendment No. 56 to Registrant’s Registration Statement filed on January 30, 2015 (File No. 33-66528). |
(d)(xvi) | First Amendment to Sub-Advisory Agreement dated June 25, 2014 among the Registrant, BIM and Champlain with respect to the Small & Mid Cap Strategies Fund (formerly known as Small & Mid Cap Fund) is incorporated by reference to Post-Effective Amendment No. 56 to Registrant’s Registration Statement filed on January 30, 2015 (File No. 33-66528). |
(d)(xvii) | Third Amendment to Sub-Advisory Agreement dated June 25, 2014 among the Registrant, BIM and Dimensional with respect to the Small & Mid Cap Strategies Fund (formerly known as Small & Mid Cap Fund) is incorporated by reference to Post-Effective Amendment No. 56 to Registrant’s Registration Statement filed on January 30, 2015 (File No. 33-66528). |
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(d)(xviii) | First Amendment to Sub-Advisory Agreement dated June 25, 2014 among the Registrant, BIM and Muzinich with respect to the Multi-Asset Opportunities Fund (formerly known as Strategic Opportunities Fund) is incorporated by reference to Post-Effective Amendment No. 56 to Registrant’s Registration Statement filed on January 30, 2015 (File No. 33-66528). |
(d)(xix) | First Amendment to Sub-Advisory Agreement dated June 25, 2014 among the Registrant, BIM and Sands with respect to the Large Cap Strategies Fund is incorporated by reference to Post-Effective Amendment No. 56 to Registrant’s Registration Statement filed on January 30, 2015 (File No. 33-66528). |
(d)(xx) | Fee Waiver Commitment Letter of BIM and Bessemer Trust Company, N.A. dated February 2, 2017 (relating to the Large Cap Strategies Fund, Small & Mid Cap Strategies Fund, Multi-Asset Opportunities Fund (formerly known as Strategic Opportunities Fund), Old Westbury Fixed Income Fund (“Fixed Income Fund”) and Old Westbury Municipal Bond Fund (“Municipal Bond Fund”)) is incorporated by reference to Post-Effective Amendment No. 66 to Registrant’s Registration Statement filed on February 27, 2017 (File No. 33-66528). |
(d)(xxi) | Investment Advisory Agreement by and between OWF Multi-Asset Opportunities Fund Ltd. (formerly known as OWF Strategic Opportunities Fund Ltd.) and BIM (relating to the Multi-Asset Opportunities Fund (formerly known as Strategic Opportunities Fund)) dated February 24, 2015 is incorporated by reference to Post-Effective Amendment No. 59 to Registrant’s Registration Statement filed on April 2, 2015 (File No. 33-66528). |
(d)(xxii) | Fee Waiver Commitment Letter of BIM (relating to the Multi-Asset Opportunities Fund (formerly known as Strategic Opportunities Fund)) dated February 24, 2015 is incorporated by reference to Post-Effective Amendment No. 59 to Registrant’s Registration Statement filed on April 2, 2015 (File No. 33-66528). |
(d)(xxiii) | Sub-Advisory Agreement dated July 27, 2017 among the Registrant, BIM and Baillie Gifford Overseas Limited (“Baillie Gifford”) with respect to the Small & Mid Cap Strategies Fund is incorporated by reference to Post-Effective Amendment No. 68 to Registrant’s Registration Statement filed on December 15, 2017 (File No. 33-66528). |
(d)(xxiv) | Sub-Advisory Agreement dated July 27, 2017 among the Registrant, BIM and Polunin Capital Partners Limited (“Polunin”) with respect to the Small & Mid Cap Strategies Fund is incorporated by reference to Post-Effective Amendment No. 68 to Registrant’s Registration Statement filed on December 15, 2017 (File No. 33-66528). |
(d)(xxv) | Sub-Advisory Agreement dated July 19, 2018 among the Registrant, BIM and Acadian Asset Management LLC (“Acadian”) with respect to the Small & Mid Cap Strategies Fund is incorporated by reference to Post-Effective Amendment |
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No. 72 to Registrant’s Registration Statement filed on September 14, 2018 (File No. 33-66528). | |
(d)(xxvi) | Amendment No. 5 to Investment Advisory Agreement between the Registrant and BIM with respect to the All Cap ESG Fund is incorporated by reference to Post-Effective Amendment No. 70 to Registrant’s Registration Statement filed on February 27, 2018 (File No. 33-66528). |
(d)(xxvii) | Amendment No. 6 to Investment Advisory Agreement dated October 24, 2018 between the Registrant and BIM with respect to the California Municipal Bond Fund and the New York Municipal Bond Fund is incorporated by reference to Post-Effective Amendment No. 73 to Registrant’s Registration Statement filed on November 28, 2018 (File No. 33-66528). |
(d)(xxviii) | Fee Waiver Commitment Letter of BIM dated November 20, 2017 with respect to the All Cap ESG Fund is incorporated by reference to Post-Effective Amendment No. 70 to Registrant’s Registration Statement filed on February 27, 2018 (File No. 33-66528). |
(d)(xxix) | Fee Waiver Commitment Letter of BIM dated October 24, 2018 with respect to the All Cap Core Fund, Fixed Income Fund, Municipal Bond Fund, All Cap ESG Fund, Small & Mid Cap Strategies Fund, Multi-Asset Opportunities Fund (formerly known as Strategic Opportunities Fund), Large Cap Strategies Fund, California Municipal Bond Fund and New York Municipal Bond Fund is incorporated by reference to Post-Effective Amendment No. 73 to Registrant’s Registration Statement filed on November 28, 2018 (File No. 33-66528). |
(d)(xxx) | Second Amendment to Sub-Advisory Agreement dated July 2, 2019 among the Registrant, BIM and BlackRock with respect to the Multi-Asset Opportunities Fund (formerly known as Strategic Opportunities Fund) is filed herewith. |
(d)(xxxi) | Second Amendment to Sub-Advisory Agreement dated July 2, 2019 among the Registrant, BIM and Muzinich with respect to the Multi-Asset Opportunities Fund (formerly known as Strategic Opportunities Fund) is filed herewith. |
(e)(i) | Underwriting Agreement dated May 31, 2017 between the Registrant and Foreside Funds Distributors LLC is incorporated by reference to Post-Effective Amendment No. 68 to Registrant’s Registration Statement filed on December 15, 2017 (File No. 33-66528). |
(e)(ii) | Form of Selling Agreement is incorporated by reference to Post-Effective Amendment No. 27 to Registrant’s Registration Statement filed on December 14, 2006 (File No. 33-66528). |
(e)(iii) | Networking Undertaking and Indemnity Agreement dated February 3, 2017 between the Registrant and Foreside Funds Distributors LLC is incorporated by reference to Post-Effective Amendment No. 66 to Registrant’s Registration Statement filed on February 27, 2017 (File No. 33-66528). |
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(e)(iv) | First Amendment dated November 20, 2017 to Underwriting Agreement between the Registrant and Foreside Funds Distributors LLC with respect to the All Cap ESG Fund is incorporated by reference to Post-Effective Amendment No. 70 to Registrant’s Registration Statement filed on February 27, 2018 (File No. 33-66528). |
(e)(v) | Second Amendment dated October 24, 2018 to Underwriting Agreement between the Registrant and Foreside Funds Distributors LLC with respect to the California Municipal Bond Fund and New York Municipal Bond Fund is incorporated by reference to Post-Effective Amendment No. 73 to Registrant’s Registration Statement filed on November 28, 2018 (File No. 33-66528). |
(f) | Not Applicable. |
(g)(i) | Custody Agreement between the Registrant and Bessemer Trust Company is incorporated by reference to Post-Effective Amendment No. 1 to Registrant’s Registration Statement filed on October 5, 1993 (File No. 33-66528). |
(g)(ii) | Amendment to Custodian Agreement dated May 2, 2001 between the Registrant and Bessemer Trust Company is incorporated by reference to Post-Effective Amendment No. 27 to Registrant’s Registration Statement filed on December 14, 2006 (File No. 33-66528). |
(g)(iii) | Second Amendment to Custodian Agreement dated September 1, 2004 between Registrant and Bessemer Trust Company is incorporated by reference to Post-Effective Amendment No. 24 to Registrant’s Registration Statement filed on January 31, 2005 (File No. 33-66528). |
(g)(iv) | Third Amendment to Custodian Agreement dated September 1, 2005 between Registrant and Bessemer Trust Company is incorporated by reference to Post-Effective Amendment No. 26 to Registrant’s Registration Statement filed on February 28, 2006 (File No. 33-66528). |
(g)(v) | Fourth Amendment to Custodian Agreement dated December 6, 2006 between the Registrant and Bessemer Trust Company is incorporated by reference to Post-Effective Amendment No. 30 to Registrant’s Registration Statement filed on September 26, 2007 (File No. 33-66528). |
(g)(vi) | Fifth Amendment to Custodian Agreement dated July 31, 2008 between the Registrant and Bessemer Trust Company is incorporated by reference to Post-Effective Amendment No. 34 to Registrant’s Registration Statement filed on August 20, 2008 (File No. 33-66528). |
(g)(vii) | Sixth Amendment to Custodian Agreement dated September 1, 2010 between the Registrant and Bessemer Trust Company is incorporated by reference to Post-Effective Amendment No. 39 to Registrant’s Registration Statement filed on August 31, 2010 (File No. 33-66528). |
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(g)(viii) | Seventh Amendment to Custodian Agreement dated April 27, 2011 between the Registrant and Bessemer Trust Company is incorporated by reference to Post-Effective Amendment No. 42 to Registrant’s Registration Statement filed on June 8, 2011 (File No. 33-66528). |
(g)(ix) | Eighth Amendment to Custodian Agreement dated November 16, 2011 between the Registrant and Bessemer Trust Company is incorporated by reference to Post-Effective Amendment No. 44 to Registrant’s Registration Statement filed on November 15, 2011 (File No. 33-66528). |
(g)(x) | Ninth Amendment to Custodian Agreement dated June 25, 2014 between the Registrant and Bessemer Trust Company is incorporated by reference to Post-Effective Amendment No. 56 to Registrant’s Registration Statement filed on January 30, 2015 (File No. 33-66528). |
(g)(xi) | Tenth Amendment to Custodian Agreement dated July 22, 2015 between the Registrant and Bessemer Trust Company is incorporated by reference to Post-Effective Amendment No. 61 to Registrant’s Registration Statement filed on February 26, 2016 (File No. 33-66528). |
(g)(xii) | Global Custodial Services Agreement dated March 16, 2005 between Registrant and Citibank, N.A. is incorporated by reference to Post-Effective Amendment No. 28 to Registrant’s Registration Statement filed on March 1, 2007 (File No. 33-66528). |
(g)(xiii) | Amended Schedule to Global Custodial Services Agreement dated November 7, 2007 between Registrant and Citibank, N.A. is incorporated by reference to Post-Effective Amendment No. 32 to Registrant’s Registration Statement filed on November 9, 2007 (File No. 33-66528). |
(g)(xiv) | First Amendment to Custodian Agreement dated December 1, 2006 between the Registrant and Citibank, N.A. is incorporated by reference to Post-Effective Amendment No. 28 to Registrant’s Registration Statement filed on March 1, 2007 (File No. 33-66528). |
(g)(xv) | Third Amendment to Custodian Agreement dated July 31, 2008 between the Registrant and Citibank, N.A. is incorporated by reference to Post-Effective Amendment No. 35 to Registrant’s Registration Statement filed on October 20, 2008 (File No. 33-66528). |
(g)(xvi) | Fourth Amendment to Custodian Agreement dated April 27, 2011 between the Registrant and Citibank, N.A. is incorporated by reference to Post-Effective Amendment No. 42 to Registrant’s Registration Statement filed on June 8, 2011 (File No. 33-66528). |
(g)(xvii) | Updated Schedule to Global Custodial Services Agreement dated July 9, 2019 between the Registrant and Citibank, N.A. is filed herewith. |
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(g)(xviii) | Loan Participation Addendum dated July 27, 2017 to Global Custodial Services Agreement between the Registrant and Citibank, N.A. is incorporated by reference to Post-Effective Amendment No. 70 to Registrant’s Registration Statement filed on February 27, 2018 (File No. 33-66528). |
(g)(xix) | Citibank Custody CLS® Supplement dated April 25, 2018 to Global Custodial Services Agreement between the Registrant and Citibank, N.A. is incorporated by reference to Post-Effective Amendment No. 72 to Registrant’s Registration Statement filed on September 14, 2018 (File No. 33-66528). |
(g)(xx) | Eleventh Amendment to Custodian Agreement dated November 20, 2017 between the Registrant and Bessemer Trust Company with respect to the All Cap ESG Fund is incorporated by reference to Post-Effective Amendment No. 70 to Registrant’s Registration Statement filed on February 27, 2018 (File No. 33-66528). |
(g)(xxi) | Amended and Restated Twelfth Amendment to Custodian Agreement dated February 21, 2020 between the Registrant and Bessemer Trust Company is filed herewith. |
(h)(i) | Administrative Oversight, Supervision and Coordination Services Agreement dated September 1, 2010 between the Registrant and Bessemer Trust Company, N.A. is incorporated by reference to Post-Effective Amendment No. 39 to Registrant’s Registration Statement filed on August 31, 2010 (File No. 33-66528). |
(h)(ii) | Amended and Restated Schedule A dated as of July 22, 2015 to Administrative Oversight, Supervision and Coordination Services Agreement dated September 1, 2010 between the Registrant and Bessemer Trust Company is incorporated by reference to Post-Effective Amendment No. 73 to Registrant’s Registration Statement filed on November 28, 2018 (File No. 33-66528). |
(h)(iii) | Administration and Accounting Services Agreement dated April 3, 2006 between the Registrant and BNY Mellon Investment Servicing (US) Inc. (formerly, PNC Global Investment Servicing (U.S.) Inc.) (“BNY Mellon”) is incorporated by reference to Post-Effective Amendment No. 27 to Registrant’s Registration Statement filed on December 14, 2006 (File No. 33-66528). |
(h)(iv) | Amended and Restated Exhibits A and C dated June 25, 2014 to Administration and Accounting Services Agreement between the Registrant and BNY Mellon dated April 3, 2006 are incorporated by reference to Post-Effective Amendment No. 59 to Registrant’s Registration Statement filed on April 2, 2015 (File No. 33-66528). |
(h)(v) | Amended and Restated Exhibits A and C dated December 29, 2017 to Administration and Accounting Services Agreement between the Registrant and BNY Mellon with respect to the All Cap ESG Fund are incorporated by reference to Post-Effective Amendment No. 70 to Registrant’s Registration Statement filed on February 27, 2018 (File No. 33-66528). |
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(h)(vi) | Amended and Restated Exhibits A, C and D dated as of November 14, 2018 to Administration and Accounting Services Agreement between the Registrant and BNY Mellon with respect to the California Municipal Bond Fund and the New York Municipal Bond Fund are incorporated by reference to Post-Effective Amendment No. 74 to Registrant’s Registration Statement filed on December 4, 2018 (File No. 33-66528). |
(h)(vii) | Financial Statement Typesetting Services Amendment to Administration and Accounting Services Agreement dated January 27, 2011 between the Registrant and BNY Mellon is incorporated by reference to Post-Effective Amendment No. 42 to Registrant’s Registration Statement filed on June 8, 2011 (File No. 33-66528). |
(h)(viii) | Investment Company Reporting Modernization Services Amendment to Administration and Accounting Services Agreement dated July 20, 2018 between the Registrant and BNY Mellon is incorporated by reference to Post-Effective Amendment No. 74 to Registrant’s Registration Statement filed on December 4, 2018 (File No. 33-66528). |
(h)(ix) | Fee Waiver Commitment Letter of BNY Mellon (relating to the Multi-Asset Opportunities Fund (formerly known as Strategic Opportunities Fund)) is incorporated by reference to Post-Effective Amendment No. 59 to Registrant’s Registration Statement filed on April 2, 2015 (File No. 33-66528). |
(h)(x) | Transfer Agency Services Agreement dated April 3, 2006 between the Registrant and BNY Mellon is incorporated by reference to Post-Effective Amendment No. 27 to Registrant’s Registration Statement filed on December 14, 2006 (File No. 33-66528). |
(h)(xi) | Amended and Restated Exhibit A dated June 25, 2014 to Transfer Agency Services Agreement between the Registrant and BNY Mellon dated April 3, 2006 is incorporated by reference to Post-Effective Amendment No. 59 to Registrant’s Registration Statement filed on April 2, 2015 (File No. 33-66528). |
(h)(xii) | Amendment dated November 14, 2018 to Transfer Agency Services Agreement between the Registrant and BNY Mellon dated April 3, 2006 is incorporated by reference to Post-Effective Amendment No. 74 to Registrant’s Registration Statement filed on December 4, 2018 (File No. 33-66528). |
(h)(xiii) | Red Flags Amendment dated as of November 15, 2013 to Transfer Agency Services Agreement between the Registrant and BNY Mellon dated April 3, 2006 is incorporated by reference to Post-Effective Amendment No. 54 to Registrant’s Registration Statement filed on February 27, 2014 (File No. 33-66528). |
(h)(xiv) | NextGen Amendment dated as of February 21, 2014 to Transfer Agency Services Agreement between the Registrant and BNY Mellon dated April 3, 2006 is incorporated by reference to Post-Effective Amendment No. 54 to |
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Registrant’s Registration Statement filed on February 27, 2014 (File No. 33-66528). | |
(h)(xv) | Fee Reimbursement Commitment Letter of Bessemer Trust Company, N.A. dated February 21, 2014 (related to internet account management fees) is incorporated by reference to Post-Effective Amendment No. 54 to Registrant’s Registration Statement filed on February 27, 2014 (File No. 33-66528). |
(h)(xvi) | Participation Agreement dated January 25, 2008 among the Registrant, iShares Trust and iShares, Inc. is incorporated by reference to Post-Effective Amendment No. 33 to Registrant’s Registration Statement filed on February 28, 2008 (File No. 33-66528). |
(h)(xvii) | First Amendment to the Participation Agreement dated June 25, 2014 among the Registrant, iShares Trust and iShares, Inc. is incorporated by reference to Post-Effective Amendment No. 56 to Registrant’s Registration Statement filed on January 30, 2015 (File No. 33-66528). |
(h)(xviii) | Investing Fund Agreement dated June 27, 2012 among the Registrant, The Select Sector SPDR Trust, SPDR Series Trust and SPDR Index Shares Funds is incorporated by reference to Post-Effective Amendment No. 49 to Registrant’s Registration Statement filed on August 14, 2012 (File No. 33-66528). |
(h)(xix) | Purchasing Fund Agreement dated June 27, 2012 between the Registrant and State Street Bank and Trust Company is incorporated by reference to Post-Effective Amendment No. 49 to Registrant’s Registration Statement filed on August 14, 2012 (File No. 33-66528). |
(h)(xx) | Appointment of Agent for Service of Process on OWF Multi-Asset Opportunities Fund Ltd. (formerly known as OWF Strategic Opportunities Fund Ltd.) is incorporated by reference to Post-Effective Amendment No. 59 to Registrant’s Registration Statement filed on April 2, 2015 (File No. 33-66528). |
(h)(xxi) | Amendment dated December 29, 2017 to Transfer Agency Services Agreement between the Registrant and BNY Mellon with respect to the All Cap ESG Fund is incorporated by reference to Post-Effective Amendment No. 70 to Registrant’s Registration Statement filed on February 27, 2018 (File No. 33-66528). |
(i) | Consent of Dechert LLP is filed herewith. |
(j) | Consent of Ernst & Young LLP is filed herewith. |
(k) | Not Applicable. |
(l) | Not Applicable. |
(m)(i) | Shareholder Servicing Plan on behalf of the Funds (including Form of Shareholder Servicing Agreement between the Registrant and Bessemer Trust |
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Company, N.A. and Form of Shareholder Sub-Servicing Agreement) is incorporated by reference to Post-Effective Amendment No. 28 to Registrant’s Registration Statement filed on March 1, 2007 (File No. 33-66528). | |
(m)(ii) | Amended Appendix A dated July 22, 2015 to Shareholder Servicing Plan is incorporated by reference to Post-Effective Amendment No. 61 to Registrant’s Registration Statement filed on February 26, 2016 (File No. 33-66528). |
(m)(iii) | Amended Appendix A dated as of November 21, 2017 to Shareholder Servicing Plan adding the All Cap ESG Fund is incorporated by reference to Post-Effective Amendment No. 70 to Registrant’s Registration Statement filed on February 27, 2018 (File No. 33-66528). |
(m)(iv) | Amended Appendix A dated October 24, 2018 to Shareholder Servicing Plan adding the California Municipal Bond Fund and the New York Municipal Bond Fund is incorporated by reference to Post-Effective Amendment No. 74 to Registrant’s Registration Statement filed on December 4, 2018 (File No. 33-66528). |
(m)(v) | First Amendment to Shareholder Servicing Agreement dated September 1, 2010 between the Registrant and Bessemer Trust Company, N.A. is incorporated by reference to Post-Effective Amendment No. 39 to Registrant’s Registration Statement filed on August 31, 2010 (File No. 33-66528). |
(m)(vi) | Amended and Restated Schedule A as of July 22, 2015 to Shareholder Servicing Agreement by and between the Registrant and Bessemer Trust Company, N.A. is incorporated by reference to Post-Effective Amendment No. 61 to Registrant’s Registration Statement filed on February 26, 2016 (File No. 33-66528). |
(m)(vii) | Amended and Restated Schedule A dated November 20, 2017 to Shareholder Servicing Agreement by and between the Registrant and Bessemer Trust Company, N.A. with respect to the All Cap ESG Fund is incorporated by reference to Post-Effective Amendment No. 70 to Registrant’s Registration Statement filed on February 27, 2018 (File No. 33-66528). |
(m)(viii) | Amended and Restated Schedule A as of October 24, 2018 to Shareholder Servicing Agreement by and between the Registrant and Bessemer Trust Company, N.A. with respect to the California Municipal Bond Fund and the New York Municipal Bond Fund is incorporated by reference to Post-Effective Amendment No. 73 to Registrant’s Registration Statement filed on November 28, 2018 (File No. 33-66528). |
(n) | Not Applicable. |
(o) | Reserved. |
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(p)(i) | Code of Ethics of the Registrant as amended May 14, 2007 is incorporated by reference to Post-Effective Amendment No. 32 to Registrant’s Registration Statement filed on November 9, 2007 (File No. 33-66528). |
(p)(ii) | Code of Ethics of BIM and its affiliates as amended December 2019 is filed herewith. |
(p)(iii) | Code of Ethics of Dimensional as amended January 1, 2020 is filed herewith. |
(p)(iv) | Code of Ethics of Champlain as amended January 2019 is filed herewith. |
(p)(v) | Code of Ethics of BlackRock is incorporated by reference to Post-Effective Amendment No. 37 to Registrant’s Registration Statement filed on December 29, 2009 (File No. 33-66528). |
(p)(vi) | Code of Ethics of Sands is incorporated by reference to Post-Effective Amendment No. 68 to Registrant’s Registration Statement filed on December 15, 2017 (File No. 33-66528). |
(p)(vii) | Code of Ethics of Muzinich as amended July 31, 2017 is incorporated by reference to Post-Effective Amendment No. 70 to Registrant’s Registration Statement filed on February 27, 2018 (File No. 33-66528). |
(p)(viii) | Code of Ethics of Harding Loevner is incorporated by reference to Post-Effective Amendment No.59 to Registrant’s Registration Statement filed on April 2, 2015 (File No. 33-66528). |
(p)(ix) | Code of Ethics of Martingale is incorporated by reference to Post-Effective Amendment No.66 to Registrant’s Registration Statement filed on February 27, 2017 (File No. 033-66528). |
(p)(x) | Code of Ethics of Baillie Gifford as amended September 2019 is filed herewith. |
(p)(xi) | Code of Ethics of Polunin is incorporated by reference to Post-Effective Amendment No. 68 to Registrant’s Registration Statement filed on December 15, 2017 (File No. 33-66528). |
(p)(xii) | Code of Ethics of Acadian is incorporated by reference to Post-Effective Amendment No.72 to Registrant’s Registration Statement filed on September 14, 2018 (File No. 33-66528). |
(q)(i) | Power of Attorney of Patricia L. Francy is incorporated by reference to Post-Effective Amendment No. 73 to Registrant’s Registration Statement filed on November 28, 2018 (File No. 33-66528). |
(q)(ii) | Power of Attorney of J. David Officer is incorporated by reference to Post-Effective Amendment No. 73 to Registrant’s Registration Statement filed on November 28, 2018 (File No. 33-66528). |
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(q)(iii) | Power of Attorney of David W. Rossmiller is incorporated by reference to Post-Effective Amendment No. 73 to Registrant’s Registration Statement filed on November 28, 2018 (File No. 33-66528). |
(q)(iv) | Power of Attorney of Alexander Ellis III is incorporated by reference to Post-Effective Amendment No. 73 to Registrant’s Registration Statement filed on November 28, 2018 (File No. 33-66528). |
(q)(v) | Power of Attorney of Matthew A. Rizzi is incorporated by reference to Post-Effective Amendment No. 73 to Registrant’s Registration Statement filed on November 28, 2018 (File No. 33-66528). |
(q)(vi) | Power of Attorney of R. Keith Walton is incorporated by reference to Post-Effective Amendment No. 73 to Registrant’s Registration Statement filed on November 28, 2018 (File No. 33-66528). |
(q)(vii) | Power of Attorney of George Wilcox is incorporated by reference to Post-Effective Amendment No. 73 to Registrant’s Registration Statement filed on November 28, 2018 (File No. 33-66528). |
ITEM 29. | PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE REGISTRANT |
OWF Multi-Asset Opportunities Ltd. (formerly known as OWF Strategic Opportunities Fund Ltd.), a wholly-owned subsidiary of Multi-Asset Opportunities Fund (formerly known as Strategic Opportunities Fund), is organized under the laws of the Cayman Islands. OWF Multi-Asset Opportunities Fund Ltd.’s financial statements will be included on a consolidated basis in the Multi-Asset Opportunities Fund’s annual and semi-annual reports to shareholders.
ITEM 30. | INDEMNIFICATION |
Response is incorporated by reference to Registrant’s Post-Effective Amendment No. 7 to Registrant’s Registration Statement filed on February 26, 1997.
ITEM 31. | BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER |
BIM (the “Adviser”) manages the Fund’s assets, including buying and selling portfolio securities. The Adviser’s address is 630 Fifth Avenue, New York, New York 10111.
The Adviser is an affiliate of Bessemer Trust Company and a subsidiary of Bessemer Trust Company, N.A. which is a subsidiary of The Bessemer Group, Incorporated.
Information regarding the directors and officers of the Adviser is included in the Adviser’s Form ADV (SEC Number 801-60185) on file with the Securities and Exchange Commission (“SEC”) and is incorporated by reference.
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Dimensional is a sub-adviser to the Small & Mid Cap Strategies Fund. Information regarding the directors and officers of Dimensional is included in Dimensional’s Form ADV on file with the SEC and is incorporated by reference.
Champlain is a sub-adviser to the Small & Mid Cap Strategies Fund. Information regarding the directors and officers of Champlain is included in Champlain’s Form ADV on file with the SEC and is incorporated by reference.
BlackRock is a sub-adviser to the Multi-Asset Opportunities Fund (formerly known as Strategic Opportunities Fund). Information regarding the directors and officers of BlackRock is included in BlackRock’s Form ADV on file with the SEC and is incorporated by reference.
Sands is a sub-adviser to the Large Cap Strategies Fund. Information regarding the directors and officers of Sands is included in Sand’s Form ADV on file with the SEC and incorporated by reference.
Muzinich is a sub-adviser to the Multi-Asset Opportunities Fund (formerly known as Strategic Opportunities Fund). Information regarding the directors and officers of Muzinich is included in Muzinich’s Form ADV on file with the SEC and incorporated by reference.
Harding Loevner is a sub-adviser to the Large Cap Strategies Fund. Information regarding the directors and officers of Harding Loevner is included in Harding Loevner’s Form ADV on file with the SEC and incorporated by reference.
Martingale is a sub-adviser to the Small & Mid Cap Strategies Fund. Information regarding the directors and officers of Martingale is included in Martingale’s Form ADV on file with the SEC and incorporated by reference.
Baillie Gifford is a sub-adviser to the Small & Mid Cap Strategies Fund. Information regarding the directors and officers of Baillie Gifford is included in Baillie Gifford’s Form ADV on file with the SEC and incorporated by reference.
Polunin is a sub-adviser to the Small & Mid Cap Strategies Fund. Information regarding the directors and officers of Polunin is included in Polunin’s Form ADV on file with the SEC and incorporated by reference.
Acadian is a sub-adviser to the Small & Mid Cap Strategies Fund. Information regarding the directors and officers of Acadian is included in Acadian’s Form ADV on file with the SEC and incorporated by reference.
ITEM 32. | PRINCIPAL UNDERWRITER |
(a) | Foreside Funds Distributors LLC (the “Distributor”) serves as principal underwriter for the following investment companies registered under the Investment Company Act of 1940, as amended: |
1. | FundVantage Trust | |
2. | GuideStone Funds |
|
3. | Matthews International Funds (d/b/a Matthews Asia Funds) | |
4. | Motley Fool Funds, Series of The RBB Fund, Inc. | |
5. | New Alternatives Fund | |
6. | Old Westbury Funds, Inc. | |
7. | The Torray Fund | |
8. | Versus Capital Multi-Manager Real Estate Income Fund LLC (f/k/a Versus Global Multi-Manager Real Estate Income Fund LLC) | |
9. | Versus Capital Real Assets Fund LLC |
(b) | The following are the Officers and Manager of the Distributor, the Registrant’s underwriter. The Distributor’s main business address is 899 Cassatt Road, 400 Berwyn Park, Suite 110, Berwyn, PA 19312. |
Name | Address |
Position with
|
Position with Registrant |
|||
Richard J. Berthy | Three Canal Plaza, Suite 100, Portland, ME 04101 |
President, Treasurer and Manager |
None | |||
Mark A. Fairbanks | Three Canal Plaza, Suite 100, Portland, ME 04101 | Vice President | None | |||
Jennifer K. DiValerio | 899 Cassatt Road, 400 Berwyn Park, Suite 110, Berwyn, PA 19312 | Vice President | None | |||
Susan K. Moscaritolo |
899 Cassatt Road, 400 Berwyn Park, Suite 110, Berwyn, PA 19312 |
Vice President and Chief Compliance Officer | None | |||
Jennifer E. Hoopes | Three Canal Plaza, Suite 100, Portland, ME 04101 | Secretary | None |
(c) | Not Applicable. |
ITEM 33. | LOCATION OF ACCOUNTS AND RECORDS |
All accounts and records required to be maintained by Section 31(a) of the Investment Company Act of 1940 and Rules 31a-1 through 31a-3 promulgated thereunder are maintained at the following locations:
(1) | The Bank of New York Mellon, Bellevue Corporate Center, 301 Bellevue Parkway, Wilmington, Delaware 19809 (records relating to its functions as administrative agent). |
(2) | BNY Mellon Investment Servicing (US) Inc., 760 Moore Road, Valley Forge, Pennsylvania 19406 (records relating to its functions as accounting, administrative, transfer agent and dividend disbursing agent). |
(3) | Foreside Funds Distributors LLC, 400 Berwyn Park, 899 Cassatt Rd., Berwyn, PA 19312 (records relating to its functions as underwriter). |
|
(4) | Bessemer Trust Company, 100 Woodbridge Center, Woodbridge, New Jersey 07095 (records relating to its functions as custodian). |
(5) | Citibank, N.A., 388 Greenwich Street, 14th Floor, New York, New York 10013 (records relating to its function as custodian). |
(6) | Bessemer Investment Management LLC, 630 Fifth Avenue, New York, New York 10111 and 9 South Street, London, England W1K 2XA (records relating to its functions as investment adviser). |
(7) | Dimensional Fund Advisors LP, 6300 Bee Cave Road, Building One, Austin, Texas 78746 (records relating to its function as sub-adviser to the Small & Mid Cap Strategies Fund). |
(8) | Champlain Investment Partners, LLC, 180 Battery Street, Burlington, Vermont 05401 (records relating to its function as sub-adviser to the Small & Mid Cap Strategies Fund). |
(9) | BlackRock Financial Management, Inc., 55 East 52nd Street, New York, New York 10022 (records relating to its function as sub-adviser to the Multi-Asset Opportunities Fund). |
(10) | Sands Capital Management, LLC, 1000 Wilson Blvd., Suite 3000, Arlington, Virginia 22209 (records relating to its function as sub-adviser to the Large Cap Strategies Fund). |
(11) | Muzinich & Co., Inc., 450 Park Avenue, New York, New York 10022 (records relating to its functions as sub-adviser to the Multi-Asset Opportunities Fund). |
(12) | Harding Loevner LP, 400 Crossing Boulevard, Bridgewater, New Jersey 08807 (records relating to its functions as sub-adviser to the Large Cap Strategies Fund). |
(13) | Martingale Asset Management, L.P., 222 Berkeley Street, 19th Floor, Boston, Massachusetts 02116 (records relating to its functions as sub-adviser to the Small & Mid Cap Strategies Fund). |
(14) | Baillie Gifford Overseas Limited, Calton Square, 1 Greenside Row, Edinburgh, EH1 3AN, Scotland (records relating to its functions as sub-adviser to the Small & Mid Cap Strategies Fund). |
(15) | Polunin Capital Partners Limited, 10 Cavalry Square, London, SW3 4RB, United Kingdom (records relating to its functions as sub-adviser to the Small & Mid Cap Strategies Fund). |
(16) | Acadian Asset Management LLC, 260 Franklin Street, Boston, MA, 02110 (records relating to its functions as sub-adviser to the Small & Mid Cap Strategies Fund). |
ITEM 34. | MANAGEMENT SERVICES |
Not Applicable.
|
ITEM 35. | UNDERTAKINGS |
Not Applicable.
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended (the “1933 Act”), and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all of the requirements for effectiveness of this Post-Effective Amendment No. 78 to the Registration Statement on Form N-1A, pursuant to Rule 485(b) under the 1933 Act, and has duly caused this Amendment to its Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of New York, State of New York, on the 27th day of February, 2020.
OLD WESTBURY FUNDS, INC. | |||
By: | |||
David W. Rossmiller, President* |
Pursuant to the requirements of the 1933 Act, this Amendment to the Registration Statement has been signed below by the following persons in the capacities indicated on the 27th day of February, 2020.
Name | Title | Date | ||
President* | February 27, 2020 | |||
David W. Rossmiller | ||||
Director* | February 27, 2020 | |||
Patricia Francy | ||||
Director* | February 27, 2020 | |||
J. David Officer | ||||
Director* | February 27, 2020 | |||
Alexander Ellis III | ||||
Director* | February 27, 2020 | |||
R. Keith Walton | ||||
Director* | February 27, 2020 | |||
George Wilcox | ||||
Treasurer, Principal
Financial Officer* |
February 27, 2020 | |||
Matthew A. Rizzi |
*By: | /s/ Yvette M. Garcia | |
Yvette M. Garcia | ||
As Attorney-in-Fact | ||
February 27, 2020 |
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EXHIBIT INDEX
Exhibit No. | Description | |
99.28(a)(vi) | Articles of Amendment of the Registrant | |
99.28(d)(xxx) | Second Amendment to Sub-Advisory Agreement with BlackRock | |
99.28(d)(xxxi) | Second Amendment to Sub-Advisory Agreement with Muzinich | |
99.28 (g)(xvii) | Updated Schedule to Global Custodial Services Agreement with Citibank, N.A. | |
99.28(g)(xxi) | Amended and Restated Twelfth Amendment to Custodian Agreement with Bessemer Trust Company | |
99.28(i) | Consent of Dechert LLP | |
99.28(j) | Consent of Ernst & Young LLP | |
99.28(p)(ii) | Code of Ethics of BIM and its affiliates | |
99.28(p)(iii) | Code of Ethics of Dimensional Fund Advisors LP | |
99.28(p)(iv) | Code of Ethics of Champlain Investment Partners, LLC | |
99.28(p)(x) | Code of Ethics of Baillie Gifford Overseas Limited |
Exhibit 99.28(a)(vi)
ARTICLES OF AMENDMENT TO THE
ARTICLES OF RESTATEMENT
OF
OLD WESTBURY FUNDS, INC.
Old Westbury Funds, Inc., a Maryland corporation whose principal Maryland office is located in Baltimore, Maryland (hereinafter called the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
First: Effective July 1, 2019 and pursuant to authority expressly vested in the Board of Directors of the Corporation by Section 2-605(a)(2) of the Maryland General Corporation Law, the Board of Directors of the Corporation has renamed a duly established and allocated series (“Series”) of the Corporation’s stock as follows:
New Series Name | Former Series Name | |
Old Westbury Multi-Asset Opportunities Fund | Old Westbury Strategic Opportunities Fund |
Second: The Board of Directors of the Corporation duly adopted resolutions renaming the Series, as set forth in Article FIRST.
Third: The foregoing changes have been effected in the manner and by the vote required by the Corporation’s charter and the laws of the State of Maryland. The changes were approved by a majority of the Board of Directors of the Corporation, are limited to changes expressly authorized by Section 2-605(a)(2) of the Maryland General Corporation Law and may be made without action by the Corporation’s stockholders.
Fourth: Except as hereby amended, the Corporation’s charter shall remain in full force and effect.
Fifth: The Corporation is registered as an open-end management investment company under the Investment Company Act of 1940, as amended.
The President acknowledges these Articles of Amendment to be the corporate act of the Corporation and states that to the best of his knowledge, information and belief, the matters set forth in these Articles of Amendment with respect to the authorization and approval of the amendment of the Corporation’s charter are true in all material respects, and that this statement is made under the penalties of perjury.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, OLD WESTBURY FUNDS, INC. has caused these Articles of Amendment to be signed and acknowledged in its name and on its behalf by its President and attested to by its Secretary, both duly authorized officers of the Corporation, on this 19th day of June 2019.
OLD WESTBURY FUNDS, INC. | |
/s/ David W. Rossmiller | |
David W. Rossmiller | |
President & Chief Executive Officer |
ATTEST:
/s/ Lisa M. King
Lisa M. King
Secretary
Exhibit 99.28(d)(xxx)
SECOND AMENDMENT TO SUB-ADVISORY AGREEMENT
This SECOND AMENDMENT to the Sub-Advisory Agreement (as defined below) is made and effective as of July 2, 2019 (the “Amendment”), by and among OLD WESTBURY FUNDS, INC. (the “Fund”), BESSEMER INVESTMENT MANAGEMENT LLC (the “Adviser”), and BLACKROCK FINANCIAL MANAGEMENT, INC. (the “Sub-Adviser”). All capitalized terms used herein and not otherwise defined shall have the respective meanings provided in the Sub-Advisory Agreement.
WHEREAS, the Fund, the Adviser and the Sub-Adviser are parties to the Sub-Advisory Agreement, dated as of September 25, 2009 (the “Sub-Advisory Agreement”), pursuant to which the Sub-Adviser provides certain investment advisory services, as described therein, for a designated portion of the assets of the Old Westbury Multi-Asset Opportunities Fund (formerly known as the Old Westbury Strategic Opportunities Fund) (the “Portfolio”); and
WHEREAS, the Fund, the Adviser and the Sub-Adviser desire to amend the Sub-Advisory Agreement solely to reflect the name change of the Portfolio.
NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein, the parties hereby agree as follows:
1. All references to “Old Westbury Strategic Opportunities Fund” are hereby deleted and replaced with references to “Old Westbury Multi-Asset Opportunities Fund”.
2. The Sub-Advisory Agreement, as expressly amended hereby, shall continue in full force and effect.
3. This Amendment may be executed in counterparts, each of which shall be an original but all of which, taken together, shall constitute one and the same agreement.
[Remainder of page intentionally left blank.]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers as of the date first written above.
OLD WESTBURY FUNDS, INC. | ||||
By: | /s/ David W. Rossmiller | |||
Name: David W. Rossmiller | ||||
Title: President & CEO | ||||
BESSEMER INVESTMENT MANAGEMENT LLC | ||||
By: | /s/ Rebecca H. Patterson | |||
Name: Rebecca H. Patterson | ||||
Title: President | ||||
BLACKROCK FINANCIAL MANAGEMENT, INC. | ||||
By: | /s/ Jared Murphy | |||
Name: Jared Murphy | ||||
Title: Managing Director |
Exhibit 99.28(d)(xxxi)
SECOND AMENDMENT TO SUB-ADVISORY AGREEMENT
This SECOND AMENDMENT to the Sub-Advisory Agreement (as defined below) is made and effective as of July 2, 2019 (the “Amendment”), by and among OLD WESTBURY FUNDS, INC. (the “Fund”), BESSEMER INVESTMENT MANAGEMENT LLC (the “Adviser”), and MUZINICH & CO., INC. (the “Sub-Adviser”). All capitalized terms used herein and not otherwise defined shall have the respective meanings provided in the Sub-Advisory Agreement.
WHEREAS, the Fund, the Adviser and the Sub-Adviser are parties to the Sub-Advisory Agreement, dated as of October 24, 2013 (the “Sub-Advisory Agreement”), pursuant to which the Sub-Adviser provides certain investment advisory services, as described therein, for the Old Westbury Multi-Asset Opportunities Fund (formerly known as the Old Westbury Strategic Opportunities Fund) (the “Portfolio”) or a designated portion of the assets of the Portfolio; and
WHEREAS, the Fund, the Adviser and the Sub-Adviser desire to amend the Sub-Advisory Agreement solely to reflect the name change of the Portfolio.
NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein, the parties hereby agree as follows:
1. All references to “Old Westbury Strategic Opportunities Fund” are hereby deleted and replaced with references to “Old Westbury Multi-Asset Opportunities Fund”.
2. The Sub-Advisory Agreement, as expressly amended hereby, shall continue in full force and effect.
3. This Amendment may be executed in counterparts, each of which shall be an original but all of which, taken together, shall constitute one and the same agreement.
[Remainder of page intentionally left blank.]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers as of the date first written above.
OLD WESTBURY FUNDS, INC. | |||
By: | /s/ David W. Rossmiller | ||
Name: David W. Rossmiller | |||
Title: President & CEO | |||
BESSEMER INVESTMENT MANAGEMENT LLC | |||
By: | /s/ Rebecca H. Patterson | ||
Name: Rebecca H. Patterson | |||
Title: President | |||
MUZINICH & CO., INC. | |||
By: | /s/ Michael Ludwig | ||
Name: Michael Ludwig | |||
Title: Director |
Exhibit 99.28(g)(xvii)
Updated SCHEDULE A to GCSA
Amended July 9, 2019
Old Westbury Small & Mid Cap Strategies Fund
Old Westbury Multi-Asset Opportunities Fund
Old Westbury Funds Inc.
By: /s/ David W. Rossmiller
Name: David W. Rossmiller
Title: President & C.E.O.
Citibank, N.A.
By: /s/ Marc Fryburg
Name: Marc Fryburg
Title: Vice President
Amended July 09, 2019
Exhibit 99.28(g)(xxi)
AMENDED AND RESTATED TWELFTH AMENDMENT TO CUSTODIAN AGREEMENT
This AMENDED AND RESTATED TWELFTH AMENDMENT to the Custodian Agreement (as defined below) is made and effective as of February 21, 2020 (the “Amendment”), by and between OLD WESTBURY FUNDS, INC., a Maryland corporation (the “Fund”), and BESSEMER TRUST COMPANY, a New Jersey state chartered bank (“Bessemer”) and supersedes and replaces the former Thirteenth Amendment dated July 2, 2019 and existing Twelfth Amendment dated October 24, 2018.
WHEREAS, the Fund and Bessemer are parties to the Custodian Agreement, dated as of October 12, 1993, as amended as of May 2, 2001, September 1, 2004, September 1, 2005, December 6, 2006, July 31, 2008, September 1, 2010, April 27, 2011, November 16, 2011, June 25, 2014, July 22, 2015, November 20, 2017 and October 24, 2018 (the “Custodian Agreement”), pursuant to which Bessemer serves as custodian or co-custodian for certain series of the Fund;
WHEREAS, the Fund and Bessemer desire to amend the Custodian Agreement to reflect the creation of Old Westbury California Municipal Bond Fund and Old Westbury New York Municipal Bond Fund, each a new series, as set forth in Appendix A thereto; and
WHEREAS, the Fund and Bessemer desire to amend the Custodian Agreement to reflect a change to the custody fees paid with respect to assets representing non-U.S. investments;
NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein, the parties hereby agree as follows:
1. Paragraph 21 of the Custodian Agreement is hereby amended and restated in its entirety to read as follows:
“During the term of this Agreement, the Fund will pay to Bessemer 0.065% of the average daily net assets of the Old Westbury Large Cap Strategies Fund, the Old Westbury All Cap Core Fund, and the Old Westbury All Cap ESG Fund representing non-U.S. investments; 0.015% of the average daily net assets of the Old Westbury Large Cap Strategies Fund, the Old Westbury All Cap Core Fund, and the Old Westbury All Cap ESG Fund representing U.S. investments; and 0.015% of the average daily net assets of the Old Westbury Small & Mid Cap Strategies Fund, the Old Westbury Fixed Income Fund, the Old Westbury Municipal Bond Fund, the Old Westbury California Municipal Bond Fund and the Old Westbury New York Municipal Bond Fund.”
2. Appendix A to the Custodian Agreement is hereby deleted and replaced with Appendix A hereto.
3. The Custodian Agreement, as expressly amended hereby, shall continue in full force and effect.
4. This Amendment may be executed in counterparts, each of which shall be an original but all of which, taken together, shall constitute one and the same agreement.
[Remainder of page intentionally left blank.]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers as of the date first written above.
OLD WESTBURY FUNDS, INC. | |||
By: | /s/ David W. Rossmiller | ||
Name: | David W. Rossmiller | ||
Title: | President & CEO | ||
BESSEMER TRUST COMPANY | |||
By: | /s/ John G. MacDonald | ||
Name: | John G. MacDonald | ||
Title: | Managing Director |
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APPENDIX A
Old Westbury All Cap Core Fund
Old Westbury Large Cap Strategies Fund
Old Westbury Fixed Income Fund
Old Westbury Municipal Bond Fund
Old Westbury Small & Mid Cap Strategies Fund
Old Westbury All Cap ESG Fund
Old Westbury California Municipal Bond Fund
Old Westbury New York Municipal Bond Fund
Exhibit 99.28(i)
CONSENT OF DECHERT LLP
We hereby consent to the reference to our firm under the caption “Fund Counsel” in the Statement of Additional Information comprising a part of Post-Effective Amendment No. 78 to the Form N-1A Registration Statement of Old Westbury Funds, Inc., File No. 033-66528. We do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission thereunder.
/s/ Dechert LLP | |
New York, New York | |
February 27, 2020 |
Exhibit 99.28(j)
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the references to our firm under the captions “Financial Highlights” in the Prospectus and “Fund Counsel, Independent Directors’ Counsel and Independent Registered Public Accounting Firm”, “Financial Information” and “Independent Registered Public Accounting Firm” in the Statement of Additional Information in Post-Effective Amendment Number 78 to the Registration Statement (Form N-1A No. 033-66528) of Old Westbury Funds, Inc.
We also consent to the incorporation by reference therein of our report dated December 27, 2019, on the funds constituting Old Westbury Funds, Inc. included in the Annual Report for the fiscal year ended October 31, 2019.
/s/ Ernst & Young LLP
New York, New York
February 27, 2020
Exhibit 99.28(p)(ii)
THE BESSEMER GROUP, INCORPORATED
CODE OF ETHICS
December 2019
Table of Contents
Note from Marc Stern, Chief Executive Officer |
1 | ||||
A. | BUSINESS ETHICS AND CONFLICTS OF INTEREST POLICY | 2 | |||
1. | Business Ethics | 2 | |||
a. | Mandatory Compliance with Law and Bessemer Trust Policies | 2 | |||
b. | Requirement of Cooperation and Candor | 2 | |||
c. | Prohibition on Unfair Competition | 2 | |||
d. | Personal Finances and Duty to Pre-Clear Securities Trades | 2 | |||
e. | Approval of Outside Activities | 2 | |||
f. | Duty to Protect Confidential Information | 2 | |||
g. | Accuracy of Financial Records and Periodic Reporting | 3 | |||
2. | Conflicts Of Interest | 4 | |||
a. | In General – Avoiding Self-Dealing and Personal Benefits | 4 | |||
b. | Gifts, Meals, and Entertainment Policy | 5 | |||
B. | OUTSIDE ACTIVITIES POLICY | 8 | |||
1. | Required Approval and Annual Disclosure of Outside Activities | 8 | |||
2. | Limits on Outside Employment | 9 | |||
3. | Limits on Compensation for Outside Activities | 9 | |||
4. | Limits on Serving in a Fiduciary Capacity | 9 | |||
5. | Limits on Serving as a Director or Officer of an Outside Organization | 10 | |||
6. | Speaking and Publishing | 10 | |||
7. | Political Contributions | 10 | |||
8. | Investment Activity | 11 | |||
C. | PERSONAL TRADING POLICY | 11 | |||
1. | Disclosure of Securities Holdings and Trades | 11 | |||
2. | Duty to Use Only Approved Brokers | 11 | |||
3. | Trade Pre-Clearance Requirement for All Covered Accounts | 11 | |||
D. | INSIDER TRADING AND PROHIBITED TRADING PRACTICES POLICY | 12 | |||
1. | Prohibition on Insider Trading | 12 | |||
2. | Definition of Material Non-public Information | 12 | |||
3. | Reporting the Receipt of Material Non-public Information | 12 | |||
4. | Prohibition on Sharing Material Non-public Information | 13 |
5. | Other Prohibited Trading Practices | 13 | ||
E. | VIOLATIONS OF POLICY OR LAW AND PROTECTION FROM RETALIATION FOR REPORTING VIOLATIONS | 13 | ||
1. | Violations of Bessemer Trust Policy or Law | 13 | ||
2. | Reporting Violations of Bessemer Trust Policy or Law | 14 | ||
3. | Protection from Retaliation for Reporting Violations | 14 | ||
F. | CODE ADMINISTRATION | 14 | ||
1. | Annual Employee Affirmation | 14 | ||
2. | Overall Administration | 15 |
Note from Marc Stern, Chief Executive Officer
Dear Colleague,
Trust is the foundation of all that we do. Our clients count on us to put their interests first, our owners and fellow colleagues rely on our shared commitment to the highest standards of integrity.
Earning trust depends on our actions each and every day. By setting out our core values and practices, the Code of Ethics guides us as we work with clients, colleagues, owners, regulators, and service providers. We must all be familiar with the Code and the key legal, reputational, and ethical issues it addresses, including:
- The ethical conduct of the firm’s business and the management
of potential conflicts of interest;
- Giving and receiving gifts, meals, and entertainment;
- Engaging in outside activities;
- Personal trading of securities;
- The handling of material non-public information; and
- Protection from retaliation for reporting concerns.
As always, we urge you to speak up if you observe any behavior that appears to violate either the letter or sprit of the Code of Ethics. If you believe a violation of this Code has occurred, contact the General Counsel or Chief Compliance Officer, or send an email to CodeofEthics@Bessemer.com. All reports will be reviewed, appropriate action will be taken, and the reporting Employee will be protected from retaliation. If you prefer to make an anonymous report, you may do so using the Bessemer Ethics Line by visiting www.bessemer.ethicspoint.com on any device or by calling (844) 268-8279.
I am proud and fortunate to work in an ethical and collaborative environment with dedicated colleagues who strive to do the right thing. Working together, we act as stewards of a firm that has built and retained a strong reputation over more than a century. Thank you for your continued support and commitment to Bessemer’s honesty, integrity, and compliance with the spirit and letter of our Code, policies, and applicable law.
Sincerely,
Marc Stern
1
A. | BUSINESS ETHICS AND CONFLICTS OF INTEREST POLICY |
1. | Business Ethics |
a. | Mandatory Compliance with Law and Bessemer Trust Policies |
The activities of Bessemer Trust must always be in full compliance with applicable laws, regulations, and Bessemer Trust policies, and it is the responsibility of every Bessemer Trust Employee (alternatively, “You”) to read and understand every policy and procedure that applies to them and their business unit. The advice of General Counsel should be sought when such laws, regulations, or policies are ambiguous or difficult to interpret, or when an Employee has any question about whether contemplated conduct is legal or ethical.
b. | Requirement of Cooperation and Candor |
Integrity and honesty are core Bessemer Trust values, and your work and communications must truthfully and fairly reflect the matters described. You must promptly and candidly inform Senior Management of all matters that are pertinent to Bessemer Trust’s financial position or operations. Similarly, complete cooperation and candor is essential and required in dealing with General Counsel, Compliance, Bessemer Trust’s internal or independent auditors, and regulators.
c. | Prohibition on Unfair Competition |
Bessemer Trust engages in vigorous, but fair and ethical, competition in its business activities. Anti-competitive or unethical practices are prohibited, and any suspected unlawful or unethical activity should be reported to General Counsel promptly upon discovery.
d. | Personal Finances and Duty to Pre-Clear Securities Trades |
Employees should manage their personal finances in a manner consistent with employment in a fiduciary institution. Employees are subject to certain restrictions on their investment activities as set forth in the Bessemer Trust Personal Trading Policy, summarized below. Pursuant to that policy, all Bessemer Trust Employees must, among other things, (i) disclose all Covered Accounts for which they have Beneficial Ownership, and (ii) report and pre-clear trades of Covered Securities in Discretionary Accounts.
e. | Approval of Outside Activities |
Outside Activities, such as serving as a board member or trustee, outside employment, seeking political office, writing or publishing, and public speaking engagements are subject to the Outside Activities Policy, set forth below. Pursuant to that policy, you must obtain pre-approval before participating in most Outside Activities.
f. | Duty to Protect Confidential Information |
Every Employee must carefully and diligently safeguard (i) every current, former, or prospective Employee’s or client’s confidential personal or financial information, and (ii) Bessemer Trust’s own proprietary information and trade secrets, including any lists of clients or prospective clients and information concerning any proprietary Bessemer Trust technologies, products, processes, systems,
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tools, or programs (“Confidential Information”). Employees must exercise caution and discretion in using Confidential Information and in sharing it only with those who have a legitimate business need.1
i. | Requests for the Release of Confidential Information |
Due to our shared obligation to protect our clients’ and Bessemer Trust’s privacy and information, care must be taken before Confidential Information is released. Employees may release Confidential Information to someone other than a client or their authorized representatives only as permitted by law and/or only after obtaining the consent of General Counsel or Fiduciary Counsel, the client, and any other necessary parties whose Confidential Information is at issue. You are also urged to confirm that any party who requests Confidential Information related to a family member or related entity has in fact been granted access rights to such information. For example, the beneficiaries of a trust do not have automatic rights to access information concerning the settlor or other family members or entities.
As set forth in the Retention of Outside Counsel Policy and Litigation, Investigation, and Subpoena Policy, the receipt of legal documents or court filings seeking documents or information, such as a subpoena, court order, or an inquiry from a regulator, should be referred to General Counsel as soon as possible, and no information should be released without General Counsel’s approval.
ii. | Prohibition on Personal Use of Confidential Information |
You must not use Confidential Information to further any private interest or for any personal gain, including trading securities using inside information. Improper disclosure or use of such Confidential Information can result in civil or criminal penalties, both for the individual concerned and for Bessemer Trust, and disciplinary action up to and including termination of employment.2
g. | Accuracy of Financial Records and Periodic Reporting |
All officers of Bessemer Trust must ensure that Bessemer Trust’s books and records are maintained accurately and in accordance with Bessemer Trust policies, governing law and accounting rules. To this end, Senior Financial Officers must ensure that Bessemer Trust’s transaction and financial reporting systems and other procedures are maintained in a manner that ensures (a) all of Bessemer Trust’s business transactions are properly authorized and completely and accurately recorded in Bessemer Trust’s books and records in accordance with Bessemer Trust policies, governing law, and generally accepted accounting principles; (b) the retention or disposal of Bessemer Trust’s books and records is in accordance with Bessemer Trust’s Document Retention Policy and applicable legal and regulatory requirements; and (c) periodic financial reports will be delivered in a timely manner and in a way that demonstrates a high degree of clarity as to content and meaning in order to enable readers and users of the reports to accurately determine their significance and consequence.
Any Employee found to have knowingly submitted false information relating to Bessemer Trust’s books or records will be subject to disciplinary action up to and including termination of employment.
1 These guidelines are in addition to the Non-Disclosure Agreement signed by Employees and Consultants at the commencement of their employment and/or engagement.
2 This prohibition is not intended to cover (i) any good faith report of a violation of this Code, any other Bessemer Trust policy or procedures, or any applicable law or regulation, or (ii) the disclosure of a trade secret as permitted under the Defend Trade Secrets Act of 2016.
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i. | Responsibilities of Senior Financial Officers |
Senior Financial Officers will (a) ensure that Employees in Bessemer Trust’s financial departments are educated about any federal, state or local law, rule or regulation that affects the operation of Bessemer Trust’s financial departments or Bessemer Trust in general; (b) ensure that Bessemer Trust has adequate procedures to monitor compliance by Bessemer Trust’s financial departments with any applicable federal, state or local law, rule or regulation; and (c) promptly identify, report to General Counsel (in the manners discussed below), and correct any detected deviations from applicable federal, state or local law, rule or regulation. The advice of General Counsel should be sought whenever such laws or regulations are ambiguous or difficult to interpret. Senior Management of Bessemer Trust should also be familiar, and comply, with the requirements of Regulation O of the Federal Reserve System as to reporting certain bank borrowings. (See discussion of Regulation O in the Treasurer’s Loan Policy).
ii. | Reporting Financial Irregularities |
In the event you become aware of or suspect any irregularity with respect to Bessemer Trust’s financial statements or internal accounting controls, Bessemer Trust has established a confidential reporting system to allow you to raise your concerns anonymously. Employees may report their concerns (i) by phone to the confidential Bessemer Ethics Line ((844) 268-8279), (ii) by visiting www.bessemer.ethicspoint.com on any device, or (iii) clicking the Bessemer Ethics Line link on the Bessemer Trust Intranet. Alternatively, Employees may detail their concerns in correspondence, with or without their name, to the Director of Internal Audit at this address:
Director of Internal Audit
The Bessemer Group, Incorporated
100 Woodbridge Center Drive
Woodbridge, New Jersey 07095
Employees can also report their concerns without anonymity by sending a detailed e-mail to Sarbox@bessemer.com.
2. | Conflicts Of Interest |
a. | In General – Avoiding Self-Dealing and Personal Benefits |
Bessemer Trust Employees are prohibited from using their position for private gain, to advance personal interests, or to obtain favors, gifts, or other personal benefits for themselves, a Member of their Family, a Member of the Family of a Bessemer Trust Employee, or any other individuals or Organizations.3 Instead, you are obligated to act in Bessemer Trust’s best interests, and in the best interests of our clients and owners, without regard to your personal or financial interests or relationships. Accordingly, you are expected to recognize and avoid situations where your personal or financial interests or relationships might influence or appear to influence your judgment, or the judgment of others, on matters affecting the firm or its clients, prospects, or vendors. You may also be asked to make periodic disclosures of relationships that could give rise to a conflict of interest.
3 Employees who are Registered Representatives of Bessemer Investor Services, Inc. are also subject to the “Gifts and Gratuities” policy contained in the Bessemer Investor Services Written Supervisory Policies and Procedures Manual, if they give or accept gifts, meals, or entertainment while acting in that capacity. However, in the ordinary course of business Bessemer Investor Services does not give gifts, meals, or entertainment, nor does any Registered Representative give or receive gifts, meals, or entertainment from any individual or entity while acting in that capacity.
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Prohibited conflicts of interest can arise even when there is only a possibility or opportunity for an actual conflict to occur. Thus, although you may not intend to create a conflict of interest, you should manage your work and affairs to avoid even the appearance of such a conflict. If you have any doubt about a particular situation, you should contact your immediate supervisor and General Counsel to discuss the matter.
i. | Fiduciary Conflicts Management Policy |
Bessemer Trust has adopted a separate Fiduciary Conflicts Management Policy, which is incorporated by reference into this Code of Ethics. Client-facing employees and members of any SIDD Committee should be guided by this Code of Ethics and the Fiduciary Conflicts Management Policy in carrying out their fiduciary responsibilities.
ii. | Personal and Family Relationships |
From time to time, romantic relationships may exist or develop between a Bessemer Trust Employee and a client (or family member), prospective client (or their family members or advisors), center of influence, or vendor (or the vendor’s employee). Such relationships can pose serious conflicts of interest, either in fact or in appearance, and are strongly discouraged. Accordingly, you must report the existence of any such relationship to the Head of Human Resources.4
Similarly, you must notify Compliance using MyComplianceOffice if a Member of Your Family is a director, officer, partner, or owner of a (i) Bessemer Trust vendor or professional advisor, (ii) broker dealer, futures commission merchant or bank that does or might seek to execute transactions for Bessemer Trust, (iii) subadvisor to an Old Westbury or Fifth Avenue fund, or (iii) any other advisor or fund manager that manages or might seek to manage Bessemer Trust client assets. You must also notify Compliance by email if a Member of Your Family or other Covered Person (as defined by the Personal Trading Policy) associated with you is a director, officer, or 10% or more voting equity owner of a publicly traded company.
If you believe or suspect that you have been inadvertently placed in a potentially conflicted or compromised position due to your personal or professional relationship with a Member of Your Family, a Member of the Family of another Bessemer Trust Employee, or a client, prospect, or vendor, you must (i) immediately report the circumstances to your manager or department head, Compliance, and General Counsel, and (ii) avoid or discontinue the activity until the matter has been reviewed and you are given further instructions.
b. | Gifts, Meals, and Entertainment Policy |
Because of the heightened potential for conflicts to arise when gifts, meals, and entertainment are given or received, as set forth below, your ability to do so is limited to those reasonable and customary circumstances that are unlikely to create even the appearance of a conflict. Thus, accepting or giving
4 As stated in the Bessemer Trust Employee Handbook (available on the Bessemer Trust intranet), “Romantic relationships between employees holding senior and subordinate positions raise special concerns. The senior employee who engages in such a relationship may not thereafter participate in decisions (including hiring, evaluations, promotions, work assignments, and discipline) that may reward or penalize any employee with whom the senior employee has or had such a relationship. In the event the senior employee is required under this policy to recuse himself/herself from any decision, he/she must inform an HR Officer who will arrange for an alternate to engage in the decision, if required.”
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gifts, meals, and entertainment requires reporting and approval by your immediate supervisor, Compliance, and Legal in many circumstances.5
As used in this policy, a “gift” includes any type of personal benefit, including merchandise (e.g., an iPad or bottle of wine) or any type of payment or compensation, gratuity, discount, charitable donation or political contribution made on your or a client’s behalf or at a third-party’s request, service, loan, legacy, investment opportunity, or other item of monetary value.6 A “meal” includes food or drinks at any location, including in a private home. “Entertainment” includes events and experiences such as sporting events, performances, galas, benefits, golf outings, boating or fishing trips, and other similar out-of-office experiences. However, tickets to an event or access to an experience are considered gifts – not entertainment – if the host simply provides the tickets or access to the experience (e.g., a complimentary round of golf) but does not also attend the event.
i. | Prohibitions on Loans to or From Clients |
Due to the significant conflicts presented by such loans, no loan to or from a client or trust beneficiary shall be requested or offered by, or be made to or from, any Bessemer Trust employee or Director absent extraordinary circumstances, and any such loans must be approved in advance by General Counsel, Chief Compliance Officer, and Chief Executive Officer. Loans to or from a Bessemer Trust employee’s or Director’s own Bessemer Trust account to or from a Member of their Family, are excepted from this general prohibition.
ii. | Limits on Receipt of Gifts, Meals, and Entertainment |
Although you must not solicit gifts for yourself, a Member of Your Family, or anyone else in connection with Bessemer Trust’s business, you may accept a gift, meal, or entertainment if doing so has no potential to impact the performance of your duties to Bessemer Trust or its clients. Thus, whether a gift, meal, or entertainment can be accepted depends on: (i) Bessemer Trust’s relationship to the party providing the gift, meal, or entertainment, (ii) the value of the gift, meal, or entertainment, and (iii) with respect to meals or entertainment provided by vendors or other service providers, how often meals or entertainment are offered.7 Thus, you are required to report gifts, meals, or entertainment as follows:8
5 Consultants are generally not subject to the Gift, Meals, and Entertainment Policy unless the giving or receipt of a gift, meal, or entertainment is related to the Consultant’s work for Bessemer Trust.
6 Charitable contributions made to charities for which clients, prospects, or service providers serve as officers, directors, or trustees are considered gifts to the client, prospect, or service provider. Please note that under Bessemer Trust’s Corporate Transaction Review and Approval Policy, charitable donations of $1,000 or more require the approval of Bessemer Trust’s President and Chief Financial Officer before they can be reimbursed as part of an expense report. Please also note that Bessemer Trust will not reimburse Employees for political contributions under any circumstance.
7 Under federal bank bribery laws, gifts can never be accepted in connection with a specific transaction or discretionary act. Similarly, the receipt of gifts or entertainment by advisors to mutual funds, among others, may violate section 17(e) (1) of the Investment Company Act of 1940, as amended (“40 Act”) and other laws if the gifts or entertainment are given by a vendor for the purpose of inducing the recipient or their firm to purchase or sell fund assets by or through the vendor. Instead, any entertainment or gifts accepted from vendors should be connected to a legitimate business or educational meeting.
8 Items received by a Member of Your Family who is also a Bessemer Trust client are not subject to these rules.
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Source and Type of Benefit | Must it be Reported? | Must it be Approved? |
Brokers or Investment Managers9: · Gifts and branded marketing items |
Yes |
Only if valued at $100 or more |
· Meals and entertainment | Yes | Only if valued at $200 or more |
All other vendors/service providers: · Gifts |
Yes |
Only if valued at $100 or more |
· Branded marketing items | Only if valued at $100 or more | Only if valued at $100 or more |
· Meals and entertainment |
Only if: · you attend an event with the same vendor more than once in the same calendar quarter; or · valued at $500 or more per person |
Only if: · you attend an event with the same vendor more than once in the same calendar quarter; or · valued at $500 or more per person |
Prospects or clients: · Gifts |
Only if valued at $100 or more |
Only if valued at $100 or more |
· Meals and entertainment | Only if valued at $500 or more per person | Only if valued at $1,000 or more person |
Colleagues outside your department10: · Gifts, meals, or entertainment |
Only if valued at $100 or more |
Only if valued at $100 or more |
Your immediate supervisor, Compliance, and Legal must each approve of all gifts, meals, and entertainment for which approval is required, and you should seek approval in advance of accepting gifts, meals, and entertainment whenever possible. To seek approval or report an item, please use the Gift Reporting form in My Compliance Office, located under the Applications menu on the Bessemer Trust Intranet (and available here).
iii. | Limits on Giving Gifts, Meals, and Entertainment |
Because Bessemer Trust officers and Employees generally must not use gifts as a means to solicit a business relationship, the giving of most gifts is also subject to limitations, reporting, and approval in most circumstances. Whether a gift can properly be given under this policy depends on (i) the purpose of the gift, and (ii) the value of the gift, as set forth below.
9 Brokers refers to brokers who may be selected by Bessemer Trust for trading purposes, and would also apply to other counterparties such as futures commission merchants or other intermediaries. Investment managers refers to investment managers who are or may be seeking to be included in a Bessemer Trust or Old Westbury fund, including seeking to serve as a sub-advisor in a mutual fund, soliciting an investment in a commingled private fund that they will manage, or seeking to be added to Bessemer Trust’s External Manager Solutions platform, Alternative Investment Advisory platform or any similar platform.
10 Gifts, meals, or entertainment received from Employees within your department are not reportable or subject to approval. Further, where reporting or approval is required, only the Employee receiving the gift, meal, or entertainment is responsible for the reporting and approval obligations noted above.
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Type of Benefit | Must it be Reported? | Must it be Approved? |
Gifts celebrating “life events” (births, marriages, adoptions, etc.) | Only if valued at $100 or more | Only if valued at $100 or more |
Any other type of gift | Yes | Only if valued at $100 or more |
Meals or entertainment | No | No |
Bessemer Trust marketing items | No | No |
Your immediate supervisor, Compliance, and Legal must each approve of all gifts for which approval is required, and you should seek approval in advance of giving gifts whenever possible. To seek approval or report an item, please use the Gift Reporting form in My Compliance Office, located under the Applications menu on the Bessemer Trust Intranet (and available here).
iv. | Additional Restrictions on Giving Gifts |
Bessemer Trust’s activities must always be in full compliance with anti-bribery laws, including the Foreign Corrupt Practices Act, which prohibits making payments to foreign public officials to obtain business or a license. Accordingly, in addition to the restrictions noted above, no Bessemer Trust Employee shall give any gift or other personal benefit of any kind or amount to a local, state, national, or foreign government official (including any person employed by or representing a foreign government, their sovereign wealth funds and other related entities, officials of a foreign political party, officials of public international organizations, and candidates for foreign office) under any circumstances if Bessemer Trust is seeking to conduct business with the government agency or to receive any discretionary action, license, or authority to do business from a government official or agency. Similarly, no Bessemer Trust Employee shall seek to influence the outcome of the hiring of an investment adviser by any government entity by making a political contribution to any individual who is or may become directly or indirectly responsible for, or able to influence the outcome of, such hiring.
B. | OUTSIDE ACTIVITIES POLICY |
This Outside Activities Policy places certain limitations on activities that are engaged in outside of an Employee’s employment at Bessemer Trust.11 These limitations are necessary to help ensure that Employees’ Outside Activities do not interfere, compete, or conflict with Bessemer Trust’s duties or commitments to its clients or put Bessemer Trust’s reputation at risk.
1. | Required Approval and Annual Disclosure of Outside Activities |
All requests for approval of Outside Activities must be submitted using the Outside Activities reporting tool in MyComplianceOffice, located under the Applications menu on the Bessemer Trust Intranet (and available here). Thereafter you must confirm annually that you (i) continue to participate in all previously-approved activities and (ii) have disclosed and received approval for any outside activities that require approval under this policy.
11 The Outside Activities Policy applies to all full or part-time Employees, but does not apply to Consultants.
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2. | Limits on Outside Employment |
All outside employment requires the prior approval of your immediate supervisor, Compliance, and General Counsel.
Officers holding the title of Principal or above and certain managers, supervisors, professionals, and technical experts, are expected to devote all of their working energies to the performance of their duties at Bessemer Trust and, therefore, will not be permitted to engage in outside employment in most circumstances. When a request for the approval of outside employment is made by officers holding the title of Principal and above, General Counsel may also deem it necessary to consult with the Chief Executive Officer or President of Bessemer Trust before addressing the request.
As set forth above, Outside Activities should not compete or conflict with, or have the potential to compete or conflict with, Bessemer Trust’s duties to its clients or put Bessemer Trust’s reputation at risk. For that reason, no outside employment or activity will be approved that might subject Bessemer Trust to criticism or that will encroach upon your working time, interfere with your regular duties, conflict with your work at or duties to Bessemer Trust or its clients, or necessitate such long hours as to affect your effectiveness at performing your work for Bessemer Trust or its clients. In addition, your outside employment must not be performed on Bessemer Trust’s premises or using its property, systems, or Confidential Information. Further, you are prohibited from performing any services for clients on non-working time that are normally are or could be performed by Bessemer Trust personnel, such as preparing a tax return or bill payment.
3. | Limits on Compensation for Outside Activities |
As a general matter, Bessemer Trust officers holding the title of Principal or above may not accept compensation, other than the reimbursement for reasonable expenses, for any outside employment, serving as a director, trustee, or fiduciary, speaking or publishing, or any other activity. Exceptions require the approval of your supervisor, Compliance, and General Counsel, who may also consult with the Chief Executive Officer or President of Bessemer Trust before addressing the exception request. Any request to receive compensation for serving as a co-fiduciary with Bessemer Trust requires the approval of Bessemer Trust’s Board of Directors.
4. | Limits on Serving in a Fiduciary Capacity |
You may not accept appointment or receive compensation as an administrator, trustee, executor, guardian or any other fiduciary capacity, including serving as a co-fiduciary with any Bessemer Trust entity or holding a power of attorney, without the prior approval of your immediate supervisor, Compliance, and General Counsel, who may consult with the Chief Executive Officer or President of Bessemer Trust before addressing the request. Generally, serving as a fiduciary or holding a power of attorney for a family member or dependent is excluded from this pre-approval requirement but must be reported as an Outside Activity. For further guidance, please contact General Counsel or refer to the Fiduciary Conflicts Management Policy referenced above.
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5. | Limits on Serving as a Director or Officer of an Outside Organization |
Serving as a director or officer of an outside Organization is generally permissible only in furtherance of legitimate charitable, academic, or professional interests or where such service may provide a benefit to Bessemer Trust. Serving as a director of any public company or other operating company is generally not permitted. As a result, you may not accept appointment as a director, officer, or member of a governing body, of any outside Organization without the prior approval of your immediate supervisor, Compliance, and General Counsel, who may consult with the Chief Executive Officer or President of Bessemer Trust before addressing the request.
Serving as a director or officer of an outside Organization in which a Bessemer Trust client has a significant financial interest, is strongly discouraged because of the potential that conflicts may arise between your duties to both the firm and the Organization. Further, if serving in such a role is approved by your immediate supervisor, Compliance, and General Counsel, you may not accept compensation for such a role unless approved in advance by the Chief Executive Officer.
Participation in community organizations such as Parent Teacher Associations, condo and coop boards, religious organizations, and youth sports programs is encouraged and no prior approvals are required, unless the role involves the handling or oversight of the organization’s funds or accounts, in which case the activity must be submitted for approval as outlined above.
6. | Speaking and Publishing |
Bessemer Trust Employees are generally permitted to give speeches or presentations, or publish articles or other written work. The content of speeches, presentations, articles, or other communications made in an Employee’s capacity as a Bessemer Trust Employee generally must be approved in advance (i) as set forth in the Bessemer Trust Written Communications Policy, and (ii) by the Employee’s manager.
Prior approval is not required if an Employee appears or publishes in their individual capacity, but prior notice generally should be given to the Employee’s manager.12 Such appearances or publications should normally not identify the Employee as a Bessemer Trust Employee or representative. If the Employee is identified as a Bessemer Trust Employee or representative, any presentation must include a statement, notice, or other indication to the effect that: “The opinions and materials contained herein do not reflect the opinions and beliefs of the author’s employer.”
7. | Political Contributions |
Federal and state law generally prohibits Bessemer Trust or anyone acting on its behalf from making an expenditure or contribution of cash or anything else of value that is directly or indirectly in connection with any election to political office. Employees are permitted to make political contributions in their own names as long as no endorsement by Bessemer Trust is expressed or implied and no use is made of Bessemer Trust’s systems or facilities in connection with political activity. However, as noted above, Bessemer Trust Employees shall not seek to influence the outcome of the hiring of an investment
12 Publication, as mentioned here, refers to items created for traditional professional publications and industry journals, but not to blog posts or other social media platforms. All Bessemer-Trust-related social media activity is governed by the separate Electronic Communications and Social Media Policy, which is incorporated by reference in this Code of Ethics.
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adviser by any government entity by making a political contribution to any individual who is or may become directly or indirectly responsible for, or able to influence the outcome of, such hiring.
8. | Investment Activity |
Outside activities, whether compensated or volunteer, that involve the management of any Organization’s investment or brokerage accounts raise unique concerns, are generally disfavored, and are unlikely to be approved. Such activities are also governed by the Personal Trading Policy and Procedures. As a result, your participation in such activities, if approved, will require you to (i) disclose any such account(s) as set forth in the Personal Trading Procedures, and (ii) obtain the entity’s agreement to (a) provide Bessemer Trust with quarterly account statements, and (b) to refrain from trading any Covered Security until you seek and obtain preclearance from Bessemer Trust.
C. | PERSONAL TRADING POLICY |
Bessemer Trust’s Personal Trading Policy and Personal Trading Procedures are incorporated by reference into this Code and are summarized below.13
1. | Disclosure of Securities Holdings and Trades |
Employees must disclose all Securities Holdings and Covered Accounts in which they have Beneficial Ownership upon being hired. Thereafter, Employees must disclose any new Covered Accounts and all Discretionary Trades (i.e., purchases, sales, or other dispositions, including gifts) and Securities Holdings of Covered Securities in Discretionary Accounts within thirty days of the end of each quarter and year.
2. | Duty to Use Only Approved Brokers |
All Covered Accounts must be maintained through an approved broker-dealer, and Employees must promptly notify Compliance of the opening of any such account.14
3. | Trade Pre-Clearance Requirement for All Covered Accounts |
Employees must pre-clear with Compliance all purchases, sales, or other dispositions of Covered Securities in Discretionary Accounts. Employees must also obtain Compliance approval before directly or indirectly acquiring Beneficial Ownership of any security in an Initial Public Offering or a Limited Offering.15
13 This section is only a brief summary of the Bessemer Trust Personal Trading Policy and Personal Trading Procedures. All Employees are required to read and comply with the full text of the Policy and Procedures. The Policy and Procedures also define certain of the terms used in this summary.
14 As noted in the Personal Trading Policy, in addition to accounts that Employees hold directly or indirectly, Employees are also presumed to have Beneficial Ownership of any accounts held by, or in the name of, their spouse, their minor children, any other person who shares the Employee’s home or to whom they provide primary financial support, and other persons by reason of any contract, arrangement, understanding or relationship that provides the Employee with sole or shared voting or investment power.
15 In order to facilitate the pre-clearance process for most securities traded on U.S. exchanges, Employees should use the MyComplianceOffice tool which can be found on the Applications menu of the Bessemer Trust Intranet. If the trade is not or
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D. | INSIDER TRADING AND PROHIBITED TRADING PRACTICES POLICY |
Bessemer Trust’s Insider Trading and Prohibited Trading Practices Policy is incorporated by reference into this Policy and summarized below.16
1. | Prohibition on Insider Trading |
Buying, selling, or otherwise disposing of or recommending securities for yourself, by or for a Bessemer Trust Employee, a Member of Their Family, a Bessemer Trust client, a Bessemer Trust portfolio, or any other person or Organization while in possession of material non-public information is prohibited by law and this Policy. Violations of this prohibition can result in immediate termination of employment and a referral to regulatory authorities.
2. | Definition of Material Non-public Information |
Information about an issuer of securities or the value of securities is considered “material” if a reasonable investor would view the information as significantly altering the “total mix” of information available about the issuer or a security. In other words, information is material if it would affect a reasonable investor’s decision to buy or sell securities.17
Information about an issuer of securities or the value of securities is considered “non-public” if it has not been publicly disclosed by the issuer or is not otherwise in the public domain in accordance with applicable regulations. Any questions about whether information meets these definitions should be referred to Compliance or Legal.
3. | Reporting the Receipt of Material Non-public Information |
You must notify Compliance or Legal immediately if you receive material non-public information or believe that another Bessemer Trust Employee or client is trading or attempting to trade while in possession of such information.18 The impacted securities may then be placed on a restricted list that prohibits trading in such securities by any Bessemer Trust Employee for any reason, whether for themselves, a client, a Bessemer Trust portfolio, or any other person.
cannot be pre-cleared through MyComplianceOffice, Employees must pre-clear the transaction by e-mailing complete transaction details to PersonalTrading@Bessemer.com.
16 This section is only a brief summary of the Bessemer Trust Insider Trading and Prohibited Trading Practices Policy, and you are required to read and comply with the full text of that policy. That policy also defines certain of the terms used in this summary.
17 While a wide variety of information about an issuer of securities or the value of securities could be considered material, items of particular concern include knowledge of the following: pending orders for an issuer’s products or services; pending changes to analyst recommendations or credit ratings; the grant of a patent or other approval by a government agency, such as FDA approval of a new medicine; corporate finance activity; mergers, acquisitions, or divestitures; advance information about an issuer’s earnings or financial condition, including its solvency or confidential information about regulatory or legislative action that could impact the company’s business.
18 Such reports should be made in writing to the Compliance or Legal email addresses.
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Any doubt about whether a Bessemer Trust Employee or client is in possession of material non-public information should be resolved by reporting the information to Legal or Compliance and ceasing all trading or recommendation of the securities.
4. | Prohibition on Sharing Material Non-public Information |
Other than notifying Compliance or Legal as directed above, the communication of material non-public information to any other person or Organization for any reason is prohibited by law and this Policy. Doing so can result in immediate termination of employment and a referral to regulatory authorities.
5. | Other Prohibited Trading Practices |
As set forth more fully in the Insider Trading and Prohibited Trading Practices Policy, in addition to avoiding trading while in possession of material non-public information, you must also avoid additional prohibited trading practices, including:
a) | High-risk trading activities using puts, calls, and other derivatives19; | |
b) | Front running or tailgating client or firm trades; | |
c) | Trading based on information learned from investment advisers to Bessemer Trust, the Fifth Avenue funds, or the Old Westbury funds; | |
d) | Selectively disclosing information about Bessemer Trust, the Fifth Avenue funds, or the Old Westbury funds investment strategies or transactions, and fund or client account holdings; | |
e) | Spreading rumors about securities; and | |
f) | Market timing and late trading. |
E. | VIOLATIONS OF POLICY OR LAW AND PROTECTION FROM RETALIATION FOR REPORTING VIOLATIONS |
1. | Violations of Bessemer Trust Policy or Law |
Engaging in ethical and lawful conduct and maintaining and enhancing Bessemer Trust’s reputation are shared responsibilities of all Employees. Violations of this Code of Ethics, any other Bessemer Trust policy, or any law or regulation can lead to disciplinary action which may include, without limitation, one or more of a warning or letter of reprimand, demotion, loss or reduction of merit compensation increases or discretionary incentive compensation awards (including bonuses), suspension without pay, or termination of employment. Bessemer Trust is also obligated to report conduct by its Employees to governmental and regulatory agencies in certain circumstances.
19 Although not strictly prohibited, trading activities involving puts, calls, or other derivatives may become impaired or lose value if trading in any of the underlying reference securities is restricted at the time performance is due under the derivative contract, potentially rendering you unable to meet your obligations under the derivative contract.
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2. | Reporting Violations of Bessemer Trust Policy or Law |
To facilitate the prompt resolution of any potential or actual violations of this Code, any other Bessemer Trust policy, or any law or regulation, including Bessemer Trust’s employment and non-discrimination policies, you must promptly report (i) any suspected or actual Code, policy, or legal violations to General Counsel (by phone or email to CodeofEthics@Bessemer.com, and (ii) any employment and non-discrimination policy violations to Human Resources (by phone or email to Human_Resources@Bessemer.com). If there is any question concerning whether conduct or a circumstance violates policy or law, Employees should err on the side of reporting such circumstances. All reports will be promptly considered and appropriate action will be taken.
Reports of violations or suspected violations will be kept confidential to the extent possible, and, as set forth below, you will be protected from retaliation for making a good faith report. If you wish to report such circumstances you can do so by (i) calling the confidential Bessemer Ethics Line ((844) 268-8279), (ii) visiting www.bessemer.ethicspoint.com on any device, or (iii) clicking the Bessemer Ethics Line link on the Bessemer Trust Intranet.
3. | Protection from Retaliation for Reporting Violations |
No Bessemer Trust Employee will suffer any form of retaliation or any adverse employment consequence as a result of making a good faith report of any potential or actual violations of the Code or any other Bessemer Trust policy, including Bessemer Trust’s employment and non-discrimination policies, or any law or regulation. As a result, any Bessemer Trust Employee who retaliates against another Employee for making a good faith report is subject to discipline up to and including termination of employment.
This non-retaliation policy is intended to encourage and enable Employees and others to voice their concerns within Bessemer Trust. Employees who believe that they or any other Bessemer Trust Employee has been the subject of retaliation should promptly report such circumstances to General Counsel or to the Bessemer Ethics Line (available here).
F. | CODE ADMINISTRATION |
1. | Annual Employee Affirmation |
You must affirm on an annual basis that you understand, have adhered to, and will adhere to, this Code and each of its mandates, prohibitions, and reporting requirements. In making that affirmation, you will be affirming, among other things, the following:
a. Business Ethics and Conflict of Interest Policy: That you have reported any real or potential conflicts of interest and have not obtained any prohibited personal benefits from your work at Bessemer Trust.
b. Outside Activities Policy: That you have reported and, if necessary, received approval for all covered Outside Activities.
c. Personal Trading Policy and Insider Trading and Prohibited Trading Practices Policy: That you have disclosed all Covered Accounts and Securities Holdings, have pre-cleared and reported all covered trades in Discretionary Accounts, and have not engaged in insider trading or other prohibited trading practices as defined in the Insider Trading and Prohibited Trading Practices Policy.
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2. | Overall Administration |
The Chief Compliance Officer (CCO) is responsible for administration of the Code and may provide interpretations of the Code in consultation with General Counsel as appropriate. Investigations of possible Code violations are conducted by the appropriate party, including Compliance, General Counsel, Human Resources, or Internal Audit.
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GLOSSARY
Beneficial Ownership: Employees are considered to have “Beneficial Ownership” of any Covered Securities or Covered Account in which they have a direct or indirect financial interest. A “financial interest” is defined broadly and means any opportunity, directly or indirectly, to profit, or share in any profit derived from, a transaction in the subject securities.
For the avoidance of doubt, Employees have a “direct financial interest” in any securities that they hold in their own name, either individually or jointly. Employees have an “indirect financial interest” in any securities held by their spouse or domestic partner (whether or not such legal status is recognized by local law), their minor children, any other person who shares their home, and any other person to whom they provide primary financial support.
Employees also have an indirect financial interest in any securities held by an entity or person with whom they have a contractual or other relationship that provides them with any financial interest in, or with sole or shared voting or investment power over, the Covered Securities. Such entities and relationships include, among other things, partnerships of which an Employee is a partner, limited liability companies of which an Employee is a member, revocable trusts of which an Employee is a grantor, trusts of which an Employee is a trustee, direction adviser or beneficiary, estates of which an Employee is an executor or beneficiary, UTMAs of which an Employee is the custodian, any investment club (or similar) in which an Employee is a member, and investment committees in which the Employee is a member or otherwise has responsibility for the management of the Organization’s investment or brokerage accounts.
Bessemer Trust: The Bessemer Group, Incorporated and its subsidiaries, and each of them.
Chief Fiduciary Counsel: Bessemer Trust’s Chief Fiduciary Counsel or external fiduciary counsel.
Commodities: Any commodity option, future, or similar agreement to purchase or sell a commodity for delivery in the future.
Compliance: The Compliance Department of Bessemer Trust.
Consultant: Third-parties who provide services to Bessemer Trust in exchange for a fee. Consultants who are provided access to the Bessemer Trust email system or other information systems or work in a Bessemer Trust office may be deemed by Compliance to be an “Access Person,” “Supervised Person,” or “Advisor Access Person” under the Advisers Act.
Covered Account: Any trust, brokerage, custodial or similar account that holds Covered Securities in which an Employee has a Beneficial Ownership, or in which an Employee can effect a transaction in Covered Securities in which they will have Beneficial Ownership.
As noted above, this definition includes any accounts held by, or in the name of, an Employee’s spouse or domestic partner, minor children, or any relative or other person who shares the Employee’s home, or other persons by reason of any contract, arrangement, understanding or relationship that provides an Employee with sole or shared voting or investment power.
Covered Security: “Covered Security” includes, among other security types, stocks, bonds, notes, debentures (collectively “Securities”), Commodities, any option to buy or sell Securities or
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Commodities, and investments in private placements, special investment plans, or other private offerings, including any investment in Bessemer Trust alternative funds or Old Westbury mutual funds. Certain cryptocurrencies may also be considered Covered Securities.
Exchange Traded Funds (“ETFs”) and Unit Investment Trusts are also considered Covered Securities, but only ETFs are required to be pre-cleared as set forth in the Bessemer Trust Personal Trading Policy and Procedures. A “Covered Security” does not include: (a) United States government securities, (b) bankers’ acceptances, bank certificates of deposit, commercial paper, and high quality short-term debt instruments, including repurchase agreements, (c) shares issued by money market funds, and (d) shares issued by any open-end investment companies registered under the 40 Act.
Discretionary Accounts: Accounts that hold Covered Securities over which an Employee has sole or shared voting or investment power, whether by virtue of a contractual or other relationship, or a corporate or other business entity role held by an Employee. Such relationships and business entity roles include, among other things, partnerships of which an Employee is a general partner, limited liability companies of which an Employee is a managing member, revocable trusts of which an Employee is a grantor, trusts of which an Employee is a trustee or direction adviser, estates of which an Employee is an executor, UTMAs of which an Employee is the custodian, any investment club (or similar) in which an Employee is a member, and investment committees in which the Employee is a member or otherwise has responsibility for the management of the Organization’s investment or brokerage accounts. For clarity, Discretionary Accounts are a subset of Covered Accounts.
Employee: Every officer and employee, whether full or part time, of any Bessemer Trust entity, and any consultants deemed by Compliance to be an “Access Person,” “Supervised Person,” or “Advisor Access Person” under the Advisers Act based on the consultant’s job responsibility and access to data. Such consultants are not deemed “employees” for any purpose solely as a result of their compliance with this Code of Ethics or Bessemer Trust’s Personal Trading Policy.
Fiduciary Account: Any account for which Bessemer Trust is a named fiduciary, such as a trust where Bessemer Trust is serving as trustee or an estate where Bessemer Trust is serving as personal representative.
General Counsel: The Legal Department of Bessemer Trust.
Human Resources: The Human Resources Department of Bessemer Trust.
Initial Public Offering: Initial Public Offering means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before registration, was not subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934.
Limited Offering: Limited Offering means an offering that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2), Section 4(6), Rule 504, Rule 505 or Rule 506 (e.g., private placements).
Managing Director: A Bessemer Trust officer who holds the title of Managing Director.
Member of Their Family/ Member of Your Family/Member of the Family of a Bessemer Trust Employee: Any (i) near relative of a Bessemer Trust Employee, including their spouse, domestic
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partner, children, parents, siblings and dependents, (ii) individual or Organization that represents or acts as agent or fiduciary for those named, (iii) and other individuals or Organizations through which those named may receive a personal benefit.
Organization: Any corporation, partnership, association, limited liability company, joint venture, club, or other society or entity, either formal or otherwise.
Outside Activities: Any activity outside of an Employee’s work at Bessemer Trust that involves (i) employment or consulting with another organization, (ii) serving as a director, trustee, or fiduciary for any individual or organization, or (iii) any speaking, writing, or political activity that might suggest or imply a connection with or the endorsement of Bessemer Trust.
Securities Holdings: All Covered Securities in which an Employee has Beneficial Ownership.
Senior Management: Any officer who holds the title of Managing Director or above.
Senior Financial Officer: Bessemer Trust’s Chief Executive Officer, Chief Financial Officer, Treasurer, Controller, and Director of Corporate Tax.
SIDD Committee: The Special Investments and Discretionary Distributions committee of any Bessemer Trust entity that serves in a fiduciary capacity.
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THE BESSEMER GROUP, INCORPORATED
PERSONAL TRADING POLICY
I. | Executive Summary |
Bessemer Trust has adopted this Personal Trading Policy (the “Policy”) to facilitate the supervision of, and to prevent insider trading in, Discretionary Trades of Covered Securities trades executed by all Employees, members of their households, and other related parties. The Policy requires that Employees:
1. | Disclose and allow reporting of all Securities Holdings, Covered Securities trades, and Covered Accounts, | |
2. | Use only Approved Brokers to hold Covered Securities or Covered Accounts, | |
3. | Pre-clear Discretionary Trades of Covered Securities in Discretionary Accounts and gifts of Covered Securities, and | |
4. | Refrain from (a) engaging in any transaction while in possession of material non- public information, or (b) any prohibited trading practices.1 |
II. | Scope of Policy |
This Policy governs all Bessemer Trust Employees.2 This Policy also governs the trading of Covered Securities by (i) any person who shares an Employee’s home, (ii) any person to whom an Employee provides primary financial support, and (iii) any other person or through any relationship that provides an Employee with any direct or indirect financial interest in, or with sole or shared voting or investment power over, Covered Securities.
III. | Reporting of Covered Accounts and Securities Holdings |
Upon an Employee’s first date of employment and then on an ongoing basis thereafter, an Employee must report the existence of, and any changes to their (i) Securities Holdings and (ii) Covered Accounts.
IV. | Use of Approved Brokers |
All Covered Accounts must be maintained with one or more of the Approved Brokers listed in Appendix B of the Bessemer Trust Personal Trading Procedures. Employees must transition their Covered Accounts to an Approved Broker within ninety days of their first date of
1 Additional mandatory procedures are set forth in the Bessemer Trust Personal Trading Procedures, which should be read in conjunction with this Policy.
2 The application of this Policy to temporary employees and consultants is addressed by a memorandum dated December 17, 2019, that is attached to the Personal Trading Procedures as Appendix D.
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employment and must provide copies of all account statements and trade confirmations during the transition.
V. | Pre-clearance of Trades of Covered Securities |
Pre-clearance and approval by Compliance is required before the execution of any Discretionary Trade of Covered Securities in Discretionary Accounts.3 Pre-clearance is also required before any investment that would cause you to obtain a Beneficial Interest in an Initial Public Offering, Limited Offering, or any private placement, special investment plan, or other private offering, including any investment in Bessemer Trust alternative funds.4
VI. | Holding Periods and Trading Restrictions |
Covered Securities for which you have Beneficial Ownership must be held for (i) sixty calendar days before they may be sold at a gain and (ii) ten business days before they may be sold at a loss. As set forth in Bessemer Trust’s Personal Trading Procedures, Investment Management Employees are not permitted to engage in Discretionary Trades of a Covered Security within seven calendar days before the commencement, or prior to the fourth business day after the completion, of any Open Order involving the Covered Security.
VII. | Hardship Exemption |
If the requirements set forth above place an undue burden or financial hardship upon an Employee or the owners of any Covered Security of which an Employee has a Beneficial Ownership, a written request for an exception that provides specific details of the hardship may be submitted to Compliance, which may consult with General Counsel in considering the request.
3 Although an Employee’s manager’s approval is not required, an Employee’s manager will be advised of an Employee’s trading activity.
4 Employees must use (i) MyComplianceOffice (“MCO”) to pre-clear Discretionary Trades of Covered Securities in Discretionary Accounts (including investments in initial public offerings and for private placements) and gifts of Covered Securities. If the trade (or gift) cannot be pre-cleared through MCO for any reason (including, for example, because MCO is not available to the Employee), Employees must pre-clear the transaction by e-mailing complete transaction details to PersonalTrading@Bessemer.com (a follow-up phone call is advisable to ensure that the email was received). However, as noted in the Personal Trading Procedures, employees who are on official leave from Bessemer Trust (not including a regularly scheduled vacation) such that they are not able to access firm systems (including, but not limited to MCO) are exempt from the requirement to (a) report Covered Accounts and Covered Securities, and (b) pre-clear Discretionary Trades or gifts of Covered Securities, for the duration of their leave. All Covered Accounts opened and Covered Securities acquired or disposed of during the leave must be reported promptly in MCO upon returning from the leave. Such employees are still bound by all other requirements the Personal Trading Policy and Procedures while on leave.
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VIII. | Insider Trading and Prohibited Trading Practices Policy |
Bessemer Trust’s Insider Trading and Prohibited Trading Practices Policy is incorporated by reference into this Policy and summarized below.5
A. | Prohibition on Insider Trading |
Buying, selling, or recommending securities by or for an Employee, a member of their family, a Bessemer Trust client, a Bessemer Trust portfolio, or any other person or Organization while in possession of material non-public information is prohibited by law and this Policy. Violations of this prohibition can result in immediate termination of employment and a referral to regulatory authorities.
B. | Definition of Material Non-public Information |
Information about an issuer of securities or the value of securities is considered “material” if a reasonable investor would view the information as significantly altering the “total mix” of information available about the issuer or a security. In other words, information is material if it would affect a reasonable investor’s decision to buy or sell securities.6
Information about an issuer of securities or the value of securities is considered “non- public” if it has not been publicly disclosed by the issuer or is not otherwise in the public domain. Any questions about whether information meets these definitions should be referred to Compliance.
C. | Reporting the Receipt of Material Non-public Information |
You must notify Compliance immediately if you receive material non-public information or believe that another Employee or client is trading or attempting to trade while in possession of such information.7 The impacted securities will then be placed on a restricted list that prohibits trading in such securities by any Employee for any reason, whether for themselves, a client, a Bessemer Trust portfolio, or any other person.
5 This section is only a brief summary of the Bessemer Trust Insider Trading and Prohibited Trading Practices Policy, and you are required to read and comply with the full text of that policy. That policy also defines certain of the terms used in this summary.
6 While a wide variety of information about an issuer of securities or the value of securities could be considered material, items of particular concern include knowledge of the following: pending orders for an issuer’s products or services; pending changes to analyst recommendations or credit ratings; the grant of a patent or other approval by a government agency, such as FDA approval of a new medicine; corporate finance activity, including dividend or stock buy-back policies; mergers, acquisitions, or divestitures; and advance information about an issuer’s earnings or financial condition, including its solvency.
7 Such reports should be made in writing to the internal “Compliance” e-mail address.
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Any doubt about whether an Employee or client is in possession of material non-public information should be resolved by reporting the information and ceasing all trading or recommendation of the securities.
D. | Prohibition on Sharing Non-public Information |
Other than notifying Compliance as directed above, the communication of non-public information to any other person or Organization for any reason is prohibited by law and this Policy. Doing so can result in immediate termination of employment and a referral to regulatory authorities.
E. | Other Prohibited Trading Practices |
In addition to avoiding trading while in possession of material non-public information, you must also avoid additional, prohibited trading practices, including:
i. | High-risk trading activities using puts, calls, and other derivatives; | |
ii. | Front running or tailgating client or firm trades; | |
iii. | Trading based on information learned from investment advisors to Bessemer Trust, the Fifth Avenue funds, or the Old Westbury funds; | |
iv. | Selectively disclosing information about investment strategies, transactions, and fund or client holdings; | |
v. | Spreading rumors about securities; and | |
vi. | Market timing and late trading. |
IX. | Other Policies and Procedures |
This Policy is to be read in conjunction with Bessemer Trust’s Code of Ethics, Insider Trading and Prohibited Trading Practices Policy, and Personal Trading Procedures.
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GLOSSARY
Affiliated Investment Company: means any investment company, registered under the Investment Company Act of 1940 (“40 Act”) for which BIM serves as an investment adviser or any such investment company whose investment adviser or principal underwriter controls BIM, is controlled by BIM, or is under common control with BIM.
Beneficial Ownership: Employees are considered to have “Beneficial Ownership” of any Covered Securities in which they have a direct or indirect financial interest.8 A “financial interest” is defined broadly and means any opportunity, directly or indirectly, to profit, or share in any profit derived from, a transaction in the subject Covered Securities.
For the avoidance of doubt, Employees have a “direct financial interest” in any Covered Securities that they hold in their own name, either individually or jointly. Employees have an “indirect financial interest” in any Covered Securities held by their spouse or domestic partner (whether or not such legal status is recognized by local law), their minor children, any other person who shares their home, and any other person to whom the Employee provides primary financial support.
Employees also have an indirect financial interest in any Covered Securities held by an entity or person with whom they have a contractual or other relationship that provides them with any financial interest in, or with sole or shared voting or investment power over, the Covered Securities. Such entities and relationships include, among other things, partnerships of which an Employee is partner, limited liability companies of which an Employee is a member, revocable trusts of which an Employee is a grantor, trusts of which an Employee is a trustee, direction adviser or beneficiary, estates of which an Employee is an executor or beneficiary, UTMAs of which an Employee is the custodian, securities for which an Employee is the custodian, and any investment club (or similar) in which an Employee is a member.
Bessemer Trust: The Bessemer Group, Incorporated and its subsidiaries, and each of them.
BIM: Bessemer Investment Management LLC, an entity that is an investment advisory company registered under the Investment Advisers Act of 1940 (“Advisers Act”).
BIM Employee: Every BIM employee, whether full or part time, or consultant.
Client: Every Bessemer Trust client, including trust accounts, whose assets are invested in any common trust fund, collective fund, alternative investment fund, investment management or investment advisory account with respect to which Bessemer Trust exercises investment discretion or provides investment advice, and any investor in a Bessemer Trust-advised mutual fund.
Commodities: Any commodity option, future, or similar agreement to purchase or sell a commodity for delivery in the future.
8 As used here, Beneficial Ownership has the same meaning as set forth in Section 16 of the Securities Exchange Act of 1934 and related Rule 16a-1(a)(2).
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Compliance: The Compliance Department of Bessemer Trust.
Consultant: Third-parties who provide services to Bessemer Trust in exchange for a fee. Consultants who are provided access to the Bessemer Trust email system or other information systems or work in a Bessemer Trust office may be deemed by Compliance to be an “Access Person,” “Supervised Person,” or “Advisor Access Person” under the Advisers Act.
Covered Account: Any trust, brokerage, custodial or similar investment account that holds Covered Securities in which an Employee has Beneficial Ownership, or in which an Employee can effect a transaction in Covered Securities or Commodities in which they will have Beneficial Ownership.
As noted above, this definition includes any accounts held by, or in the name of, an Employee’s spouse, an Employee’s minor children, or any relative or other person who shares an Employee’s home, or other persons by reason of any contract, arrangement, understanding or relationship that provides an Employee with sole or shared voting or investment power.
Covered Security: “Covered Security” includes, among other security types, stocks, bonds, notes, debentures, (collectively “Securities”), Commodities, any option to buy or sell Securities or Commodities, and investments in private placements, special investment plans, or other private offerings, including any investment in Bessemer Trust alternative funds or Old Westbury mutual funds. Certain cryptocurrencies may also be considered Covered Securities.9
Exchange Traded Funds (“ETFs”) and Unit Investment Trusts are also considered Covered Securities, but only ETFs are required to be pre-cleared as set forth in this Policy and the Bessemer Trust Personal Trading Procedures. A “Covered Security” does not include: (a) United States government securities, (b) bankers’ acceptances, bank certificates of deposit, commercial paper, and high quality short-term debt instruments, including repurchase agreements, (c) shares issued by money market funds, and (d) shares issued by any open-end investment companies registered under the 40 Act.
Discretionary Accounts: Accounts that hold Covered Securities over which an Employee has sole or shared voting or investment power, whether by virtue of a contractual or other relationship, or a corporate or other business entity role held by and Employee. Such relationships and business entity roles include, among other things, partnerships of which an Employee is a general partner, limited liability companies of which an Employee is a managing member, revocable trusts of
9 The term “security” is defined broadly and, as set forth in Section 2(a)(36) of the 40 Act, includes “any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, pre-organization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a “security”, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing.”
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which an Employee is a grantor, trusts of which an Employee is a trustee or direction adviser, estates of which an Employee is an executor, and UTMAs of which an Employee is the custodian. For clarity, Discretionary Accounts are a subset of Covered Accounts.
Discretionary Trades: All transactions in Covered Securities are considered “Discretionary Trades” unless the transaction is (i) non-volitional on your part (including, for example, additional securities purchases through a pre-cleared automatic investment plan or a purchase or sale effected by an independent investment manager for a pension, mutual fund, or retirement plan), or (ii) made in a Covered Account over which you have given investment discretion to an independent third party, or over which you do not, in fact, exercise investment discretion, provided that you have certified in writing that you do not exercise such discretion. Gifts of Covered Securities are not “Discretionary Trades” but still must be pre-cleared as provided in the Bessemer Trust Personal Trading Procedures.
Employee: Every officer and employee, whether full or part time, of any Bessemer Trust entity, and any consultants deemed by Compliance to be an “Access Person,” “Supervised Person,” or “Advisor Access Person” under the Advisers Act based on the consultant’s job responsibility and access to data. Such consultants are not deemed “employees” for any purpose solely as a result of their compliance with the Bessemer Trust Code of Ethics or this Personal Trading Policy.
Initial Public Offering: Initial Public Offering means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before registration, was not subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934.
Investment Department: The Investment Department of Bessemer Trust.
Investment Management Employee: An Investment Management Employee is any person that Compliance determines is an “Advisor Access Person” under the Advisers Act and Rule 17j-1. Such persons include:
· | any BIM Employee; | |
· | any Investment Department Employee; and | |
· | any member of the Bessemer Trust Company, N.A. Investment Policy and Strategy Committee. |
Limited Offering: Limited Offering means an offering that is exempt from registration underthe Securities Act of 1933 pursuant to Section 4(2), Section 4(6), Rule 504, Rule 505 or Rule 506 (e.g., private placements).
Open Order: A purchase or sale program during which Bessemer Trust is purchasing or selling Covered Securities for an Affiliated Investment Company or a common trust fund. However, an Open Order does not include rebalancing or liquidity transactions in an Affiliated Investment Company or common trust fund.
Securities Holdings: All Covered Securities and Old Westbury Funds in which you have Beneficial Ownership.
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THE BESSEMER GROUP, INCORPORATED
PERSONAL TRADING PROCEDURES
I. | Executive Summary |
Bessemer Trust has adopted these Personal Trading Procedures (“Procedures”) to guide Bessemer Trust Employees in complying with the Personal Trading Policy (“Policy”).
II. | Personal Trading Policy |
Bessemer Trust adopted the Policy to facilitate the supervision of, and to prevent insider trading in, securities trades executed by all Employees, members of their households, and other related parties. The Policy requires that you:
1. | Disclose and allow reporting of all Securities Holdings, Covered Securities trades and Covered Accounts, | |
2. | Use only approved permitted brokers to hold Covered Securities and Covered Accounts, | |
3. | Pre-clear trades of Covered Securities in Discretionary Accounts and gifts of Covered Securities, and | |
4. | Refrain from (a) engaging in any transaction while in possession of material non-public information, or (b) any prohibited trading practices. |
III. | Scope of Policy and Procedures |
The Policy and these Procedures govern allBessemer Trust Employees. 1 The Policy and these Procedures also govern the trading of Covered Securities by (i) any person who shares an employee’s home, (ii) any person to whom an Employee provides primary financial support, and (iii) any other person or through any relationship that provides and Employee with any direct or indirect financial interest in, or with sole or shared voting or investment power over, Covered Securities. If you have any questions concerning a trade, please contact Compliance in advance of trading (PersonalTrading@bessemer.com).
IV. | Reporting of Covered Accounts and Securities Holdings |
Upon your first date of employment and then on an ongoing basis thereafter, Employees must report the existence of, and any changes to their (i) Covered Accounts, and (ii) Securities Holdings.
a. | Initial Holdings Report |
Within 10 days of first date of employment (i.e., when you become an Employee), Employees must identify and disclose to Compliance, in writing, all Covered Accounts and Securities Holdings in which they have Beneficial Ownership. The information contained in the report must be current as of the date no more than 45 days prior to the date employment began. Compliance shall direct, and Employees shall consent in writing to such direction, the financial institution (such as a brokerage firm) holding a Covered Account to provide duplicate confirmations and/or account statements to
1 Each Employee is considered an Access Person, and each Investment Management Employee is considered an Adviser Access Person, under the Advisers Act, the Policy, and these Procedures.
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Compliance, except as provided below.
i. | Content of Initial Reports |
The initial holdings report, or alternatively a statement from the financial institution that holds a Covered Account to be reported, such as a brokerage account statement, must contain for each Covered Security the: (i) date of the report; (ii) title and type of each Covered Security, (iii) exchange ticker symbol or CUSIP number, if any, (iv) number of Covered Securities, (v) the value of the Covered Securities; and (vi) name and contact information for the financial institution holding the Covered Securities.
b. | Quarterly and Annual Affirmations |
As described below, Employees are required to promptly report Covered Accounts (and secure approval for them when not opened with Approved Brokers as defined below) and transactions in Covered Securities, and pre-clear Discretionary Trades in MyComplianceOffice (“MCO”). Using the MyComplianceOffice system, Employees must affirm that they have done so each quarter when requested to do so by Compliance.
In the event that there are Covered Accounts or Covered Securities that were not reported promptly, Employees must furnish a report or equivalent information to Compliance within thirty days after the end of each calendar quarter/year using the MyComplianceOffice system.
With respect to any transactions in Covered Securities in the prior calendar quarter/year which were not otherwise reported during the quarter/year and in which an Employee had Beneficial Ownership, Employees must report the transactions in MCO. Such report will include the following data (where applicable): (i) title and exchange ticker symbol or CUSIP number; (ii) the date of the report; (iii) the date of the transaction, the name, class and number of shares, and the principal amount, interest rate and maturity date (if applicable) of each Covered Security involved; (iv) the nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition); (v) the price at which the transaction was effected; and (vi) the name of the financial institution with or through which the transaction was effected.
With respect to any new Covered Account established during the prior quarter/year that was not promptly reported, Employees must disclose the Covered Account in MCO. Such report will include the (i) date of the report; (ii) name of the financial institution holding the Covered Account; and (iii) date the Covered Account was established.
i. | Adviser Access Person Quarterly Report Requirements |
Investment Management Employees (i.e., Adviser Access Persons) must affirm on a quarterly basis that all Covered Accounts and transactions in Covered Securities have been reported even if there were no activities during the quarter or if the activities were otherwise reported. All other Employees are not required to submit a report unless they engaged in activities that were not reported previously, or unless requested to do so by Compliance via MCO.
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c. | Exceptions to Reporting Requirements |
i. A statement from a financial institution holding a Covered Account that contains all the required information, such as a brokerage account statement, may be submitted in lieu of a separate initial holdings report or annual holdings report (such as where the financial institution holding the account is not an Approved Broker).
ii. Employees need only file a certification if the report would duplicate information contained in feeds from Approved Brokers or account statements if such statements are received by Compliance no later than 30 days after the end of the applicable calendar quarter/year.
iii. Third-Party Discretion Exemption. Once an initial report of the Covered Account has been made, further reports need not be made concerning a Covered Account that has been granted a Third-Party Discretion Exemption. A Third-Party Discretion Exemption is potentially available for any Covered Account over which (a) an independent third party exercises investment discretion, and (b) the Employee certifies in writing that they (nor a Member of Their Family) do not exercise control, directly or indirectly, may be eligible for the exemption. To obtain the exemption, please submit a request to Compliance (by email to PersonalTrading@bessemer.com). Compliance will require the Employee and the third-party trustee or discretionary investment adviser to certify in writing, from time-to-time, that the Employee will not be exercising, and have not exercised, any direct or indirect control over the investment decisions made for the Covered Account. Once these steps have been complied with, any trades in an account that has a Third Party Discretionary Exemption shall not be deemed Discretionary Trades and preclearance by the Employee is no longer required for trades in the account.
iv. Once an initial report has been made of a Covered Account that is an automatic reinvestment plan, no further reports need be made, provided, however, that the initial investment in a plan and any subsequent transactions that override a pre-set schedule or allocation must be pre-cleared as per below.
v. Employee stock purchase plans (e.g., for a spouse who works at a public company) and the Bessemer Trust 401(k) and other related Bessemer Trust retirement accounts are not considered Covered Accounts, and therefore no reports concerning these accounts need to be made.
d. | Confidentiality |
All reports of Covered Accounts, Securities Holdings and transactions and any other information submitted pursuant to the Policy will be kept confidential to the greatest extent possible, provided, however, that such information may (a) be subject to review by Compliance, General Counsel, Internal Audit, and members of senior management, including an Employee’s manager, (b) be provided to non-affiliated companies that require the information to provide compliance, reporting, or other services, and (c) be provided to regulators or third-parties if required by law, court order, subpoena, or other document request.
V. | Use of Approved Brokers for Covered Accounts |
All Covered Accounts in which an Employee has Beneficial Ownership must be maintained with
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an approved broker-dealer (listed on Appendix B (“Approved Brokers”)), unless otherwise expressly authorized as set forth herein. An Employee is not required to obtain approval prior to opening an account with an Approved Broker. However, Employees must notify Compliance within ten days of the opening of any new Covered Account with an Approved Broker.
If a Covered Account for a new Employee is not held by an Approved Broker, it must be closed and moved to an Approved Broker before the last day of the month during which an Employee reaches their 90th day of employment. In the interim, monthly statements and transactions reports must be loaded in MCO for each month during which a Covered Account not at an Approved Broker is held.
Under limited circumstances the Chief Compliance Officer may grant an exemption and permit an Employee to maintain or open a Covered Account with a financial institution that is not an Approved Broker. To request such an exemption, an Employee must submit a Non-Approved Broker Exemption Request (available in MCO) and receive approval prior to opening the account or within ninety days of the Employee’s first date of employment.
VI. | Pre-clearance of Securities Trades |
Pre-clearance and approval by Compliance is required before the execution of any Discretionary Trade of Covered Securities in Covered Accounts. Pre-clearance is also required if Employees wish to make a gift of Covered Securities. Pre-clearance is also required before any investment that would cause an Employee to obtain a Beneficial Interest in an Initial Public Offering, Limited Offering, or any private placement, special investment plan, or other private offering, including any investment in Bessemer Trust alternative funds.
a. | Pre-Clearance Procedures |
Employees must use (i) the MCO application to pre-clear DiscretionaryTrades of Covered Securities in Discretionary Accounts (including investments in initial public offerings, and private placements) and gifts of Covered Securities. If the trade (or gift) cannot be pre-cleared through the MCO application for any reason (including, for example, because the system is not available to the Employee), Employees must pre-clear the transaction by e-mailing complete transaction details to PersonalTrading@bessemer.com. (A follow-up phone call is advisable to ensure that the email was received.)
Upon receiving a pre-clearance request, using the MCO system and other tools, Compliance will review all proposed Discretionary Trades against the current “watch list” and any Open Order and determine whether the intended trades are permissible under this Policy. In this regard, the systemic review will generally2:
· | verify that the transaction requested complies with the Policy; | |
· | verify that there are no trading restrictions on the Covered Securities to be traded; and | |
· | if so, communicate authorization of the trade to the Employee instantly via the MCO application. |
2 The purchase or sale of investments in private placements, special investment plans, or other private offerings, including any investment in Bessemer Trust alternative funds, may be subject to an additional or alternative pre-clearance review as the circumstances may warrant.
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· | In certain circumstances where further review is needed, the Employee will be notified that the pre-clearance request is Pending, and a disposition will be via sent an e-mail generated by the MCO application once Compliance has reviewed the request. |
Compliance may refuse to grant clearance of a personal securities transaction as necessary in its discretion to uphold the letter, spirit, and objectives of the Policy. Even if a proposed transaction is approved, Employees must not engage in fraudulent or manipulative practices as set forth in the Insider Trading and Prohibited Trading Practices Policy.
b. | Time Limits on Pre-Cleared Trades |
All approved Covered Securities transactions, and the submission of limit and stop-loss orders to a broker-dealer, must be placed between the hours of 9:30 a.m. and 4:00 p.m. (New York time). If the transaction is not completed between 9:30 a.m. and 4:00 p.m. on the date of pre-clearance, a new pre-clearance must be obtained for a subsequent trading day. Excepted from this requirement are trades that were properly cleared and entered by an Employee but held over until the next business day for execution by the broker without a change in the order. Trading after hours is limited to online trading with an Approved Broker, and all such trades must be placed prior to midnight on the day authorized. Transactions in private placement or IPO securities, or gifts of Covered Securities, should be effected within the same timeframe, unless specified or agreed otherwise with Compliance (for example, such as may be necessary when a purchase of a private placement is only able to be effected at a future date, or when gifts are contemplated for a future date).
Purchases through an issuer’s direct purchase plan must be pre-cleared on the date the purchaser writes the check to the issuer’s agent. The authorization of purchases through an issuer’s direct purchase plan will remain effective until the issuer’s agent purchases the Covered Securities.
c. | Exceptions to the Trade Pre-Clearance Requirement |
All transactions in Covered Securities are considered “Discretionary Trades” and subject to pre- clearance unless the transaction is (i) non-volitional on the Employee’s part (including, for example, additional securities purchases through a pre-cleared automatic investment plan or a purchase or sale effected by an independent investment manager for a pension, mutual fund, or retirement plan), or (ii) made in a Covered Account for which an Employee has been provided a Third-Party Discretion Exemption as provided above.3 However, Compliance may require pre-clearance of such purchases and sales if Compliance determines such pre-clearance is necessary to carry out the purposes of the Policy.
d. | Broad Index Based ETF Exemption to the Trade Pre-Clearance Requirement |
Discretionary Trades in Broad Index Based ETFs are exempt from the requirement to pre-clear. A Broad Index Based ETF is an ETF that has a market capitalization in excess of $2 billion USD, and that is based on an index that is deemed to be broad based by Compliance. A list of Broad Index
3 Employees are not required to pre-clear the acquisition of Covered Securities acquired through:
1. | Automatic reinvestment plans, provided, however, that the initial investment in a plan and any subsequent transactions that override a pre-set schedule or allocation must be pre-cleared; | |
2. | Employee stock purchase plans; or | |
3. | The exercise of rights issued by an issuer pro-rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired. |
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Based ETFs that are exempt from pre-clearance will be posted in MCO and updated at least quarterly. Discretionary Trades in all other ETFs must be pre-cleared.
VII. | Holding Periods and Additional Restrictions on Personal Trading |
a. | Prohibition on Short-Term Trading |
Covered Securities of which Employees have Beneficial Ownership must be held for (i) sixty calendar days before they may be sold at a gain and (ii) ten business days before they may be sold at a loss. Any profits realized on trades executed within the 60-day holding period shall be disgorged to Bessemer Trust or to a charitable organization as determined by Compliance, which will consult with General Counsel and the Chief Executive Officer as necessary. Additional holding period restrictions are applicable to Investment Management Employees (see below regarding Blackout Periods).
b. | Prohibition on Futures and Options Trading |
Employees are prohibited from trading in futures, options on futures, and forward contracts. Employees are also prohibited from trading in warrants or options (with the exception of listed warrants or options) on physical commodities and currencies. Employees may trade listed equity and index options and equity warrants; however there is a 60-day holding period from the trade date. As noted above with respect to Securities Holdings, all Commodities and Commodities accounts must be disclosed to Compliance within 10 days of the first date of employment. Depending on and Employee’s role with respect to any Bessemer Trust commodity pool, such Commodities accounts may have to be liquidated and closed.
c. | Restriction on Limit Orders |
Employees may enter into limit orders, GTC (good ‘til cancelled) orders, or stop loss orders that extend beyond the day the covered security is pre-cleared, provided that the order is placed with the broker-dealer within the time frame set forth in Section VI. b. above and the Employee does not make changes to the order. If any changes are made to the order, the entire trade must be pre- cleared and submitted again.
d. | Prohibition on Limited Offering and Initial Public Offering Purchases |
Employees are prohibited from the following activities unless approved in advance by Compliance:
i. | purchasing any security in a private placement or other Limited Offering; and | |
ii. | purchasing any security during an Initial Public Offering (or other “New Issues”). |
There are additional restrictions on participation in New Issues if an Employee is considered a “Restricted Person” under FINRA Conduct Rule 5130 or a “Covered Person” under FINRA Conduct Rule 5131. Generally, any Bessemer Trust “portfolio manager,” (including anyone with authority to buy or sell securities for a Bessemer Trust bank, client account, investment company, investment advisor, or collective investment account, and any Member of Their Family), and any registered representative of Bessemer Investor Services, Inc. is considered by FINRA to be a
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Restricted Person under Rule 5130. Further, all senior Bessemer Trust officers are “Covered Persons” under Rule 5131. Compliance maintains list of personnel who are considered Restricted Persons and Covered Persons.
e. | Blackout Periods |
Investment Management Employees are not permitted to engage in Discretionary Trades of a Covered Security within seven calendar days before the commencement, or prior to the fourth business day after the completion, of any Open Order involving the Covered Security (“Blackout Periods”). Subject to the exceptions noted below, Investment Management Employees may be required to reverse a Discretionary Trade executed during a Blackout Period notwithstanding the pre-clearance of such trade.
f. | Exceptions to Blackout Periods |
An Investment Management Employee will not be required to reverse a Discretionary Trade of a Covered Security that would otherwise not be permitted during a Blackout Period if Compliance determines that such Investment Management Employee in fact had no knowledge of the Open Order involving the Covered Security. Further, the Blackout Periods shall not apply to sales that are made pursuant to a tender offer or similar transaction involving an offer to acquire all or a significant portion of a class of securities.
VIII. | Exemptions and Exceptions |
a. | General Hardship Exemptions |
If the requirements set forth above place an undue burden or financial hardship upon an Employee or the owners of any Covered Security in which an Employee has a Beneficial Interest, a written request for an exception that provides specific details of the hardship may be submitted to Compliance, which may consult with General Counsel in considering the request. Such requests will be considered in light of the overall purpose of the Policy and any additional administrative burdens that the grant or denial of such a request may create for either Bessemer Trust or the owners of any Covered Security in which an Employee has a Beneficial Interest.
b. | Employees on Leave |
Employees who are on an official leave from Bessemer Trust (not including a regularly scheduled vacation) such that they are not able to access firm systems (including, but not limited to MCO) are exempt from the requirement to (a) report Covered Accounts and Covered Securities, and (b) pre-clear Discretionary Trades or gifts of Covered Securities, for the duration of their leave. All Covered Accounts opened and Covered Securities acquired or disposed of during the leave must be reported promptly in MCO upon returning from the leave.
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IX. | Administration and Enforcement of the Policy4 |
a. | Employee Acknowledgment and Certification |
The Policy and these Procedures are incorporated by reference in the Bessemer Trust Code of Ethics (“Code of Ethics”) and all Employees are required to provide written acknowledgement of their receipt of the Code of Ethics and indicate their agreement to abide by its terms, which include the Policy and these Procedures. In addition, Employees will be required to certify annually that they are in compliance with the Policy.
b. | Policy Violations: Reporting and Penalties |
Any other Employee who discovers a possible violation of the Policy must promptly report the possible violation to Compliance, which, in its discretion, may notify General Counsel and Bessemer Trust’s Chief Executive Officer. As set forth in the Code of Ethics, violations of any Bessemer Trust policy, or any law or regulation, can lead to disciplinary action which may include, without limitation, one or more of a warning or letter of reprimand, demotion, loss of merit compensation increases, loss or reduction of any bonus or other discretionary incentive compensation award, suspension without pay, or termination of employment. To report a suspected or actual violation, please send an e-mail to CodeofEthics@Bessemer.com. All reports will be promptly considered and appropriate action will be taken.
Reports of violations or suspected violations will be kept confidential to the extent possible, and, as set forth below, you will be protected from retaliation for making a good faith report. If you wish to report such circumstances you can do so by (i) calling the confidential Bessemer Ethics Line ((844) 268-8279)), (ii) visiting www.bessemer.ethicspoint.com on any device, or (iii) clicking the Bessemer Ethics Line link on the Bessemer Trust Intranet.
4 Additional provisions related to the administration of the Policy, including procedures related to the investigation and classification of violations, can be found in Appendix C.
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GLOSSARY5
Affiliated Investment Company: Any investment company that is registered under the Investment Company Act of 1940 (“40 Act”) and for which BIM serves as an investment adviser, or any investment company whose investment adviser or principal underwriter controls BIM, is controlled by BIM, or is under common control with BIM.
Beneficial Ownership: Employees are considered to have “Beneficial Ownership” of any Covered Securities in which they have a direct or indirect financial interest.6 A “financial interest” is defined broadly and means any opportunity, directly or indirectly, to profit, or share in any profit derived from, a transaction in the subject Covered Securities.
For the avoidance of doubt, Employees have a “direct financial interest” in any Covered Securities that they hold in their own name, either individually or jointly. Employees have an “indirect financial interest” in any Covered Securities held by their spouse or domestic partner (whether or not such legal status is recognized by local law), their minor children, any other person who shares your home, and any other person to whom the Employee provides primary financialsupport.
Employees also have an indirect financial interest in any Covered Securities held by an entity or person with whom they have a contractual or other relationship that provides them with any financial interest in, or with sole or shared voting or investment power over, the Covered Securities. Such entities and relationships include, among other things, partnerships of which an Employee is partner, limited liability companies of which an Employee is a member, revocable trusts of which an Employee is a grantor, trusts of which an Employee is a trustee, direction adviser or beneficiary, estates of which an Employee is an executor or beneficiary, UTMAs of which an Employee is the custodian, securities for which an Employee is the custodian, and any investment club (or similar) in which an Employee is a member
Bessemer Trust: The Bessemer Group, Incorporated and its subsidiaries, and each of them.
BIM: Bessemer Investment Management, LLC, an entity that is an investment advisory company registered under the Investment Advisers Act of 1940 (“Advisers Act”).
BIM Employee: Every BIM employee, whether full or part time, or consultant.
Board of Directors: The Board of Directors or trustees of any Bessemer Trust entity.
Chief Compliance Officer: Bessemer Trust’s Chief Compliance Officer.
Client: Every Bessemer Trust client, including trust accounts, whose assets are invested in any common trust fund, collective fund, alternative investment fund, investment management or
5 The definitions and terms used in the Policy are intended to mean the same as they do under the Advisers Act and the other federal securities laws. If a definition hereunder conflicts with the definition in the Advisers Act or other federal securities laws, or if a term used in the Code is not defined, you should follow the definitions and meanings in the Advisers Act or other federal securities laws, as applicable.
6 As used here, Beneficial Ownership has the same meaning as set forth in Section 16 of the Securities Exchange Act of 1934 and related Rule 16a-1(a)(2).
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investment advisory account with respect to which Bessemer Trust exercises investment discretion or provides investment advice, and any investor in an Affiliated Investment Company Bessemer Trust-advised mutual fund.
Commodities: Any commodity option, future, or similar agreement to purchase or sell a commodity for delivery in the future.
Compliance: The Compliance Department of Bessemer Trust.
Consultant: Third-parties who provide services to Bessemer Trust in exchange for a fee. Consultants who are provided access to the Bessemer Trust email system or other information systems or work in a Bessemer Trust office may be deemed by Compliance to be an “Access Person,” “Supervised Person,” or “Advisor Access Person” under the Advisers Act.
Control: Control is defined in Section 2(a)(9) of the 40 Act, which provides that “control” means the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company. Ownership of 25% or more of a company’s outstanding voting security is presumed to give the holder thereof control over the company. This presumption may be countered by the facts and circumstances of a given situation.
Covered Account: Any trust, brokerage, custodial or similar investment account that holds Covered Securities in which an Employee has Beneficial Ownership, or in which an Employee can effect a transaction in Covered Securities in which they will have Beneficial Ownership.
As noted above, this definition includes any accounts held by, or in the name of, an Employee’s spouse, an Employee’s minor children, or any relative or other person who shares an Employee’s home, or other persons by reason of any contract, arrangement, understanding or relationship that provides an Employee with sole or shared voting or investment power.
Covered Security: “Covered Security” includes, among other security types, stocks, bonds, notes, debentures, (collectively “Securities”), Commodities, any option to buy or sell Securities or Commodities, and investments in private placements, special investment plans, or other private offerings, including any investment in Bessemer Trust alternative funds. Certain cryptocurrencies may also be considered Covered Securities.7
Exchange Traded Funds (“ETFs”) and Unit Investment Trusts are also considered Covered Securities, but only ETFs are required to be pre-cleared as set forth in this Policy and the Bessemer Trust Personal Trading Procedures. However, a “Covered Security” does not include: (a) United States government securities, (b) bankers’ acceptances, bank certificates of deposit, commercial
7 The term “security” is defined broadly and, as set forth in Section 2(a)(36) of the Investment Company Act of 1940, includes as “any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, pre-organization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a “security”, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing.”
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paper, and high quality short-term debt instruments8, including repurchase agreements, (c) shares issued by money market funds, and (d) shares issued by any open-end investment companies registered under the 40 Act.
Discretionary Accounts: Accounts that hold Covered Securities over which an Employee has sole or shared voting or investment power, whether by virtue of a contractual or other relationship, or a corporate or other business entity role held by and Employee. Such relationships and business entity roles include, among other things, partnerships of which an Employee is a general partner, limited liability companies of which an Employee is a managing member, revocable trusts of which an Employee is a grantor, trusts of which an Employee is a trustee or direction adviser, estates of which an Employee is an executor, and UTMAs of which an Employee is the custodian. For clarity, Discretionary Accounts are a subset of Covered Accounts.
Employee: Every officer and employee, whether full or part time, of any Bessemer Trust entity and any consultants deemed by Compliance to be Employees. Such a person is also deemed an “Access Person,” “Supervised Person,” or “Advisor Access Person” under the Advisers Act based on the consultant’s job responsibility and access to data. Such consultants are not deemed “employees” for any purpose solely as a result of their compliance with the Bessemer Trust Code of Ethics or this Personal Trading Policy.
General Counsel: The Legal Department of Bessemer Trust.
Initial Public Offering: An offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before registration, was not subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934.
Investment Department: The Bessemer Trust Investment Department.
Investment Management Employee: An Investment Management Employee is any person that Compliance determines is an “Advisor Access Person” under the Advisers Act and Rule 17j-1. Such persons include:
· | any BIM Employee; | |
· | any Investment Department Employee; and | |
· | any member of the Bessemer Trust Company, N.A. Investment Policy and Strategy Committee. |
Limited Offering: An offering that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2), Section 4(6), Rule 504, Rule 505 or Rule 506 (e.g., private placements).
Open Order: A purchase or sale program during which Bessemer Trust is purchasing or selling Covered Securities for an Affiliated Investment Company or a common trust fund. However, an Open Order does not include rebalancing or liquidity transactions in an Affiliated Investment Company or common trust fund.
8 High quality short-term debt instruments means debt instruments that have less than one year remaining to final maturity, rated AA-/Aa3 (S&P/Moody’s) or better. Such instruments should also have a liquidity similar to prime- grade (A1+/P1-rated) commercial paper.
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Securities Holdings: All Covered Securities and Old Westbury Funds in which an Employee has Beneficial Ownership.
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APPENDIX A – Entities and Investment Companies
BESSEMER TRUST ENTITIES
1. | The Bessemer Group Incorporated |
2. | Bessemer Trust Company, N.A. |
3. | Bessemer Trust Company |
4. | Bessemer Trust Company of Delaware, N.A. |
5. | Bessemer Trust Company of Florida |
6. | Bessemer Trust Company of California, N. A. |
7. | Bessemer Trust Company (Cayman) Limited |
8. | Bessemer Group (U.K.) Limited |
9. | Bessemer Trust Company (U.K.) Limited |
11. | Bessemer Investor Services, Inc. |
12. | Bessemer Investment Management LLC* |
13. | Brundage, Story and Rose LLC |
14. | Bessemer Trust Company (New Zealand) Limited |
*Registered Investment Adviser
INVESTMENT COMPANIES ADVISED (each an “Affiliated Investment Company”) Old Westbury Funds, Inc.
Old Westbury All Cap Core Fund
Old Westbury Large Cap Strategies Fund
Old Westbury Small & Mid Cap Strategies Fund
Old Westbury Multi-Asset Opportunities Fund
Old Westbury Fixed Income Fund
Old Westbury Municipal Bond Fund
Old Westbury All Cap ESG Fund
Old Westbury California Municipal Bond Fund
Old Westbury New York Municipal Bond Fund
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APPENDIX B - Approved Broker List
1. | Ameriprise | |
2. | Bessemer Trust | |
3. | Charles Schwab | |
4. | Citigroup | |
5. | E*Trade | |
6. | Fidelity | |
7. | Goldman Sachs | |
8. | Hargreaves Landsdowne | |
9. | J.P. Morgan | |
10. | LPL | |
11. | Merrill Lynch | |
12. | Morgan Stanley | |
13. | T. Rowe Price | |
14. | TD Ameritrade | |
15. | UBS | |
16. | Vanguard | |
17. | Wells Fargo |
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APPENDIX C - Compliance Department’s Duties and Responsibilities
a. | Administration of the Policy |
Compliance shall have responsibility for the overall administration of the Policy, and its duties shall include:
i. | continuously maintaining a list of all current Employees and Investment Management Employees who are under a duty to make reports or pre- clear transactions under the Policy; | |
ii. | providing Employees and Investment Management Employees with a copy of and continuous access to the Policy, and any amendments, and informing them of their duties and obligations hereunder; | |
iii. | advising all Investment Management Employees of their status as such; | |
iv. | reviewing all quarterly securities transactions reports required to be filed pursuant to the Policy, and maintaining a record of such review, including the name of the Compliance personnel performing the review; | |
v. | reviewing all initial and annual securities position reports required to be filed pursuant to the Policy, and maintaining a record of such review, including the name of the Compliance personnel performing the review; | |
vi. | maintaining listings of all personal securities transactions effected by persons subject to reporting requirements under the Policy and comparing such transactions with completed portfolio transactions of Clients or Affiliated Investment Companies to determine whether a violation of the Policy may have occurred; | |
vii. | conducting such investigations as shall reasonably be required to detect any apparent violations of the Policy; | |
viii. | reporting violations to the Chief Executive Officer and General Counsel on a periodic basis, and at least quarterly; and | |
ix. | reporting any material violations on at least an annual basis to the Bessemer Trust Board of Directors for matters related to Employees and to the Board of any Affiliated Investment Company for matters related to BIM Employees.9 |
b. | Material Violations |
In accordance with Sections VIII and IX of these Procedures, General Counsel or Compliance will determine when a “violation” of the Policy has occurred. “Material violations” of the Policy or the Procedures include:
i. | any willful violation of the Policy or these Procedures by an Employee; | |
ii. | any violation of the Policy or these Procedures that results in the disgorgement of a material amount of gain or loss avoided; | |
iii. | a third violation of the Policy or these Procedures by an Employee within a two- year period, irrespective of the nature of the violation or amount of gain or loss |
9 Bessemer Trust is also obligated to report conduct by its employees to governmental and regulatory agencies in certain circumstances.
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avoided; and any other violation of the Policy or these Procedures that Compliance, in consultation with General Counsel, determines presents a material risk or concern to Bessemer Trust.
c. | Potential Penalties for Policy Violations |
In addition to the potential disciplinary actions described above, violations of the Policy or these Procedures can result in suspension or termination of an Employee’s trading privileges or disgorgement of any gains or losses avoided. Such penalties shall be determined by Compliance, in consultation with the Chief Executive Officer and General Counsel.
d. | Recordkeeping |
Bessemer Trust shall maintain the following records:
i. | a copy of each report made by an Employee as required by the Policy and all records of trades must be maintained for at least seven years after the end of the fiscal year in which the report is made or the information is provided, the first two years in an easily accessible place; | |
ii. | a record of all Employees, currently or within the past seven years, who are or were required to make reports under the Policy, and who are or were responsible for reviewing these reports, must be maintained in an easily accessible place; | |
iii. | a record containing a description of issues arising under the Policy or these Procedures, including, but not limited to, material violations of the Policy or these Procedures and sanctions imposed in response to material violations, must be maintained for at least seven years after the end of the fiscal year in which it is made, the first two years in an easily accessible place; | |
iv. | a record of any decision, and the reasons supporting the decision, to approve the acquisition by an Employee of securities in an Initial Public Offering or in a Limited Offering; and | |
v. | a copy of any decision to approve a waiver from any restriction or procedure contained in the Policy or these Procedures. |
Compliance shall have responsibility for maintaining these records.
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APPENDIX D
Interoffice Memorandum
TO: | Human Resources |
FROM: | Legal Compliance |
SUBJECT: | Applicability of Code/Personal Trading Policy to Consultants and Temps |
DATE: | December 17, 2019 |
The table below reflects the firm’s guidelines to determine when part-time or temporary employees (whether employed by Bessemer Trust or a third party) and consultants are subject to the Code of Ethics (“Code”) and the Personal Trading Policy (“Policy”).
With respect to the Code, all part-time and temporary employees (whether employed by Bessemer Trust or a third party) and consultants are generally subject to the Code from the first day of their employment or assignment, with the only exception being consultants who are not, because of their employment arrangements, considered “Supervised Persons” by General Counsel or the Chief Compliance Officer. (Currently such consultants are limited to those employed by Deloitte, Ernst & Young, and Chiampou and any cafeteria employees (collectively “Exempt Consultants”)).
With respect to the applicability of the Policy, the Policy currently requires full time employees to:
1. | Disclose and allow reporting of all Covered Securities trades and Covered Accounts, | |
2. | Use only Approved Brokers to hold Covered Securities or Covered Accounts (and thus move accounts at unapproved brokers to approved brokers or seek and receive an exemption), | |
3. | Pre-clear Discretionary Trades of Covered Securities in Discretionary Accounts and gifts of Covered Securities, and | |
4. | Refrain from (a) engaging in any transaction while in possession of material non- publicinformation, or (b) any prohibited trading practices. |
(See the Policy for the defined terms used herein.)
As noted below, these obligations will apply to all full and part time Bessemer Trust employees from the first date of employment, but do not apply to Exempt Consultants. For temporary employees and for all other consultants, these requirements will not apply unless the employment or assignment is intended to, or does in fact, exceed six months. With respect to requirement (2) above (i.e., the need to move Covered Accounts or Covered Securities to Approved Brokers), this requirement will not apply to temporary employees or other consultants unless the employment or assignment is intended to, or does in fact, exceed twelve months.
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Type | Employed By |
Has Bessemer Email
or Works in a Bessemer Office? |
Code
Applies? |
Personal Trading Policy
Applies? |
Full or Part Time Bessemer Employees | Bessemer | Yes | Yes | Yes |
Temporary Bessemer Employees/ Summer Interns | Bessemer | Yes | Yes |
Yes, as follows: · Reporting and Preclearance: immediate · Insider Trading: immediate · Move accounts:
>12 months |
Consultants Who Are Considered Supervised Persons | FIS Randstad | Yes to either | Yes |
Yes, as follows: · Reporting and Preclearance: immediate · Insider Trading: immediate · Move accounts: >12 months |
Consultants Who Are Not Considered Supervised Persons |
Deloitte Ernst & Young Chiampou Cafeteria employees |
N/A | No | No |
All Other Temps and Consultants whose employment or assignment is not intended to, or does not in fact, exceed six months | Outside Agency | Yes to either | Yes (other than Personal Trading) | No |
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Exhibit 99.28(p)(iii)
Global Code of Ethics
and Standard of Conduct
Personal Investments
Outside Activities
Gifts and Business Entertainment
Political Contributions
Other Policy Highlights
PROPRIETARY
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Message from Our Co-CEOs
The success of Dimensional Fund Advisors can be traced directly back to our firm’s first two guiding principles: Act in the best interest of clients, and act ethically and legally. These beliefs have helped us set the industry standard in exceptional service and build lasting partnerships with our clients.
These strong relationships, some spanning over 30 years, are built on trust – treating our clients as we would want to be treated and always doing what we say we are going to do. We take our fiduciary obligation seriously and continually work to act as stewards of our clients’ assets, free from conflicts of interest.
Our firm’s commitment to integrity makes us stand out in a financial industry where competitive pressures are intense to behave otherwise. Dimensional will never compromise its principles or its compliance with laws and regulations, and we depend on our employees, as representatives of the firm, to uphold our ideals.
Please read this guide to learn the rules that influence our decisions and enable us to maintain the highest legal and ethical standards. Your cooperation with our code of ethics and standard of conduct will guarantee our reputation well into the future. We would like to thank you for your continued dedication to Dimensional and to our clients, which in turn allows us to continue providing for your success.
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|
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Dave Butler | Gerard O’Reilly | |
Co-Chief Executive Officer |
Co-Chief Executive Officer and
Chief Investment Officer |
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Table of Contents
Introduction | |||
Reporting Code and Standard of Conduct Violations | 6 | ||
Certification Requirements | 6 | ||
Sanctions | 6 | ||
Code of Ethics | |||
Who is subject to the Code? | 8 | ||
Covered Accounts | 8 | ||
New Accounts | 9 | ||
Authorized Brokerage Firms – U.S. Employees and U.S. Persons Subject to the Code | 9 | ||
Non-Reportable Accounts | 10 | ||
Personal Securities Transactions | 10 | ||
Private Placements | 11 | ||
Reportable Transactions (transactions which do not require pre-clearance, but must be reported) | 11 | ||
Personal Trading Restrictions and Prohibited Activities | 12 | ||
Reporting Requirements | 14 | ||
Summary of Reporting Obligations | 14 | ||
Communications with Disinterested Trustees and Outside Directors | 15 | ||
Japan Supplement | 15 |
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DIMENSIONAL FUND ADVISORS | 4 |
Standard of Conduct | |||
Outside Activities | 16 | ||
Guidelines | 17 | ||
Approval Process | 17 | ||
Gifts and Business Entertainment | 18 | ||
Gifts | 18 | ||
Business Entertainment | 19 | ||
Political Contributions | 20 | ||
Other Policy Highlights | 22 | ||
Policy Against Bribery and Corruption | 22 | ||
Privacy Policies | 22 | ||
Glossary of Terms | 23 | ||
Appendix A – List of Authorized Brokerage Firms | 27 |
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Introduction
All of us at Dimensional are responsible for maintaining the very highest ethical standards when conducting business. In keeping with these standards, we should adhere to the spirit as well as the letter of the law. Dimensional’s Global Code of Ethics (the “Code”) and Standard of Conduct (the “Standard of Conduct”) are designed to help ensure that our actions are consistent with these high standards.
The Code and the Standard of Conduct have been adopted by Dimensional pursuant to SEC Rules with the objectives of promoting:
■ | honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; |
■ | full, fair, accurate, timely and understandable disclosure in reports and documents filed with relevant global regulatory agencies and in other public communications made by Dimensional; |
■ | compliance with applicable governmental laws, rules, and regulations; |
■ | the prompt internal reporting of violations of the Code and the Standard of Conduct to the Global Chief Compliance Officer (“Global CCO”) and the Deputy Chief Compliance Officer (“Designated Officer”); and |
■ | accountability for adherence to the Code and the Standard of Conduct. |
Adherence to the Code and the Standard of Conduct is a basic condition of employment. Whether or not a specific situation is addressed, you must conduct yourself in accordance with the general principles of the Code and Standard of Conduct and in a manner that is designed to avoid unlawful conflicts of interest. Failure to comply could result in disciplinary action, up to and including termination.
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Reporting Code and Standard of Conduct Violations
Dimensional is committed to fostering a culture of compliance. If you have any questions or concerns, or become aware of a violation or potential violation of the Code or the Standard of Conduct, you are required to report the matter to one of the following:
■ The Global CCO and/or Designated Officer
■ General Counsel or
■ a member of the Ethics Committee
The Global CCO will receive reports on all violations of the Code reported to a Designated Officer and/or a member of the Ethics Committee.
You have the option of reporting compliance-related matters on a confidential basis through the Compliance Reporting System (“CRS”), or by email at Compliance@dimensional.com.
Retaliation against any employee for reporting compliance-related issues is cause for appropriate corrective action up to and including termination of the retaliating employee.
General Code or Standard of Conduct questions should be directed to your local Compliance Team members.
Certification Requirements
You are required to complete a Code of Ethics and Standard of Conduct Acknowledgement Form upon commencement of your employment with Dimensional, and annually thereafter, to acknowledge and certify that you have received, reviewed, understand and shall comply with the Code and the Standard of Conduct. In addition, any material amendments to the Code or the Standard of Conduct will be communicated to you and you will be required to acknowledge your receipt and understanding of any such amendments as a condition of your continued employment.
Sanctions
Depending on the severity of the infraction, you may be subject to sanctions for violating the Code and related personal trading controls (e.g., failure to pre-clear transactions, report accounts, and submit statements and/or initial, quarterly and annual certification forms) or the Standard of Conduct. Sanctions may include, but are not limited to:
■ verbal or written warnings,
■ letters of reprimand, |
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■ suspension of personal trading activity,
■ disgorgement and forfeiture of profits,
■ suspension, and/or
■ termination of employment
Immaterial violations will be communicated to your supervisor, Department Head, and the Global CCO for corrective action. Material violations will be escalated to the Ethics Committee and may be subsequently reported to the Boards of Directors of the Dimensional Entities, as well as the directors/ trustees of the Dimensional Managed Funds, as required, or other persons or entities as determined by one or more of the Dimensional Entities in their sole discretion. |
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Code of Ethics
Who is subject to the Code?
The Code applies to all Dimensional employees, directors/trustees, officers and general partners, all of whom are considered Access Persons. In addition, certain provisions of the Code apply to Immediate Family Member(s) living in the same household.
Restrictions on personal investment transactions may also be applied to temporary personnel (i.e., interns, contractors or consultants) whose tenure exceeds ninety (90) days and/or who have access to nonpublic systems.
Covered Accounts
You are required to report all investment accounts (i.e., Covered Accounts) with which you, your spouse, domestic partner, child or any other Immediate Family Member have Beneficial Ownership or interests.
Covered Securities | |||
Brokerage Accounts | Discretionary Accounts1 | ||
Employee Stock | Retirement Accounts | ||
Compensation Plans | (IRAs or local equivalent) | ||
Transfer Agent Accounts | Mutual Fund Accounts | ||
(such as a Computershare account) | (i.e., collective investment schemes) | ||
Wrap Accounts | UTMAs or UGMAs | ||
Code of Ethics, Insider | 529 Accounts, in which | ||
Trading and Compliance | you direct investments in | ||
Manual Acknowledegments | Dimensional Managed Funds | ||
1. Discretionary Accounts must be disclosed and supporting documentation must be provided to Compliance.
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Other Covered Securities | |||
Contract for Difference Accounts
(CDAs) (UK-specific) |
Self-Invested Personal Pension (SIPPs) and Stock & Shares ISAs (UK-specific) | |||
Superannuation Accounts
(managed, SMSF or Super Wrap) (Australia-specific) |
Nippon (Japan) Individual Savings
Account (NISA) (Japan-specific) |
|||
Local supplementary or mandatory provident funds or retirement schemes (i.e., CPF accounts in Singapore; MPF accounts in Hong Kong) | ||||
New Accounts
You must promptly report any new Covered Account for yourself, your spouse, domestic partner, child or any other Immediate Family Member. Unless the Account has been reported, no personal securities transactions can occur within the Account.
The U.S. Compliance Team will send a standard letter to U.S. broker-dealer(s) or bank(s), requesting duplicate statements and confirmations. However, it is your responsibility to ensure that duplicate statements and confirmations (or the local equivalent) are provided promptly. Confirmations should be provided within ten (10) calendar days.
Authorized Brokerage Firms – U.S. Employees and U.S. Persons Subject to the Code
You are required to maintain your Covered Account(s) with an Authorized Brokerage Firm. A list of Authorized Brokerage Firms, which is subject to change from time to time, is included in Appendix A. Exceptions must be approved by the Global CCO or Designated Officer. However, if you began your employment on or before August 15, 2019, and maintained one or more Covered Accounts with a brokerage firm other than an Authorized Brokerage Firm on that date, you may continue to maintain those previously reported and approved Covered Accounts.
In addition, the following types of accounts do not need to be maintained with an Authorized Brokerage Firm: mutual fund accounts, 529 accounts, 401(k) accounts, and accounts held directly with an issuer. The Global CCO may amend the list of Authorized Brokerage Firms from time to time.
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Non-Reportable Accounts
You do not need to report the following accounts as Compliance has independent access to these records for monitoring and verification purposes:
■ Dimensional 401(k) account (or local equivalent);
■ Dimensional Health Savings Accounts (HSAs);
■ Dimensional Managed Fund accounts established through Fund Operations; and
■ If applicable, holdings in Dimensional’s privately issued shares.
Although these accounts do not need to be reported, investment activities in these accounts must comply with the standards of conduct embodied in the Code.
Personal Securities Transactions
You must pre-clear any personal securities transactions in Covered Securities prior to execution.2 This also applies to transactions by any Immediate Family Member of the Access Person.
All personal securities transaction reports and requests for pre-clearance must be processed through Dimensional’s compliance reporting system (CRS), a web-based compliance system. Compliance will evaluate and review each pre-clearance transaction request and notification will be provided to employees through the CRS, in a timely manner.
Pre-clearance approval is valid for T+1 (i.e., market orders), from the time of approval. In addition, you are required to provide confirmations (or the local equivalent) for each approved and executed transaction. |
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Covered Securities | |||
Stocks/Shares | Fixed Income Securities (excluding | ||
(common, preferred or restricted) | certain Sovereign Government issuances) | ||
Exchange Traded Funds (ETFs) must | Dimensional Advised or Sub-advised | ||
be pre cleared if the value of the | Exchange Traded Funds (ETFs) must be | ||
transaction is >$25,000 (USD) | pre-cleared, regardless of the amount | ||
of the transaction | |||
Depository Receipts (ADRs or GDRs) | Closed-End Funds and REITs | ||
2. | Designated Officers (other than the Global CCO) are required to receive prior written approval of their personal securities transactions from Dimensional’s Global CCO. The Global CCO is required to receive prior approval of his personal securities transactions from one of the Dimensional Co-Chief Executive Officers. |
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||||
Derivatives | Voluntary Corporate Actions | |||
(options, futures, forwards, etc.) | ||||
Private Placements (documentation | Limited Partnerships and limited | |||
must be provided) | liability company interests | |||
Warrants & Rights | Convertible Securities | |||
Exempt Securities | ||||
Shares of registered open-end
investment companies (i.e., open-end mutual funds) |
Bankers’ acceptances, bank certificates of deposit, commercial paper, and high quality short-term debt instruments (including repurchase agreements) | |||
Direct obligations of the U.S. Government, or direct obligations of a “Sovereign Government” (e.g., Government of the United Kingdom, Commonwealth Government of Australia, etc.) |
Shares issued by a unit investment trust that are invested exclusively in one or more registered open-end investment companies (none of which are Dimensional Managed Funds) | |||
Shares of money market funds | Privately issued shares of the Advisor. |
Private Placements
You may not purchase a private placement unless approved by the Global CCO or Designated Officer. Approval would be based upon a determination that the investment opportunity was not being offered to you due to your employment with Dimensional, along with other relevant factors. Each private placement pre-clearance is reviewed on a case-by-case basis.
Reportable Transactions (transactions which do not require pre-clearance, but must be reported)
Although the following transactions do not require pre-clearance, you must report them through the CRS on a quarterly basis:
■ Dimensional Managed Funds (through a third -party service provider or financial advisor);
■ Investments in any funds sub-advised by Dimensional;
■ 529 Accounts that hold or are exclusively made up of Dimensional Funds;
■ Automatic Investment Plans (including dividend reinvestment plans) in which regular periodic purchases (or withdrawals) are made automatically
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in (or from) investment accounts in accordance with a predetermined schedule and allocation; and
■ Exchange Traded Funds (ETFs), other than Dimensional-advised or sub-advised ETFs, where the principal value of the transaction is less than or equal to USD $25,000.
Please note: Although transactions in ETFs in amounts less than or equal to USD $25,000 do not require pre-clearance, post-trade review will be performed and all other Code provisions will still apply, such as the sixty (60) day profit restriction.
Personal Trading Restrictions and Prohibited Activities
The following transactions are prohibited:
■ Initial public offering (IPO) investments;
■ Short selling of securities;
■ Transactions in securities that are subject to firmwide restriction; and
■ Transactions in a security while in possession of insider information. Such transactions are unethical and illegal and will be dealt with decisively (reference the Global Insider Trading Policy, the EU Market Abuse Policy, Singapore Supplemental Insider Trading Policy, and the Japan Insider Trading Management Policies).
You are prohibited from executing personal investment transactions with individuals with whom business is being conducted on behalf of certain institutional clients. Therefore, Compliance may request the name of the account contact (or agent) before processing the pre-clearance request.
B L A C KO U T P E R I O D R E S T R I C T I O N ■ A pre-clearance request involving a covered security will be denied if Dimensional has traded in the same or equivalent security within the past seven (7) calendar days, and the pre-clearance request is in an amount over USD $10,000. Any transaction in a covered security in an amount less than or equal to USD $10,000 still must be pre-cleared and reported, with the exception that transactions in ETFs not managed by Dimensional only require pre-clearance if the transactions are in an amount greater than USD $25,000.
■ Compliance will monitor trading activity for seven (7) calendar days following the pre-clearance approval date for conflicts of interest on non-Discretionary Accounts. |
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S H O R T - T E R M T R A D I N G R E S T R I C T I O N S ■ Access Persons cannot profit from the purchase and sale (or sale and purchase) of the same or equivalent security within sixty (60) calendar days.
■ Gains are calculated based on a last-in, first-out (LIFO) method.
E X C E S S I V E T R A D I N G I N C O V E R E D S E C U R I T I E S Dimensional discourages employees from engaging in excessive trading activity. Compliance has the discretion to notify you and/or an appropriate supervisor of excessive trading patterns if circumstances warrant.
E X C E S S I V E T R A D I N G O F D I M E N S I O N A L M A N A G E D F U N D S Employees are prohibited from engaging in excessive trading of any Dimensional Managed Funds in order to take advantage of short-term market movements. Excessive trading activity, such as a frequent pattern of exchanges, could result in harm to shareholders or clients.
E T F S F O R W H I C H D I M E N S I O N A L S E R V E S A S A D V I S O R O R S U B A D V I S O R Employees with knowledge of the composition of the underlying ETF constituents are prohibited from using such information or from disclosing such information to any other person, except as authorized in the course of their employment, until such information is made public.
C R Y P T O C U R R E N C I E S When seeking to acquire a digital currency, either directly or in the form of a security, please be aware of the following:
■ If you purchase or sell a digital currency considered to be a “security” within the meaning of the U.S. federal securities laws (or any other applicable laws for non-U.S. personnel), you need to pre-clear the transaction just as you would any other Covered Security. Likewise, if you purchase or sell a fund or other instrument that invests in a digital currency (e.g., Bitcoin Investment Trust (“GBTC”)), you need to pre-clear the transaction just as you would any other covered security.
■ As with any initial public offering (IPO), your participation in an Initial Coin Offering or Initial Token Offering (ICO), is not permitted under the Code.
■ Holding or transacting in actual cryptocurrency that has been determined not to constitute a security within the meaning of the U.S. federal securities laws (or any other applicable laws for non-U.S. personnel), including holding or transacting in Bitcoin or Ethereum, does not require pre-clearance or reporting to Compliance. |
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E X C E P T I O N S T O C O D E R E S T R I C T I O N S In cases of hardship, the Global CCO or Designated Officer may grant an exception (or waiver) to the personal trading restrictions of the Code. The decision will be based on a determination that a hardship exists and the transaction for which the exception (or waiver) is requested would not result in a conflict with our clients’ interests or violate any other policy embodied in the Code. Any exception (or waiver) will be evidenced in writing and will be reported to the Ethics Committee.
Reporting Requirements
All personal securities transactions and holdings reports will be reviewed by Compliance. The records and reports created or maintained pursuant to the Code are intended solely for internal use and are confidential unless required to be disclosed to a regulatory or governmental agency.
New employees who fail to submit their Compliance New Hire Questionnaire and Initial Holdings Report within ten (10) calendar days of their employment start date will be prohibited from engaging in any personal securities transaction until such report is submitted and may be subject to other sanctions.
Summary of Reporting Obligations
|
New Hires | All Employees | |||
Upon joining the firm
(Due in 10 calendar days) |
Quarterly and Annually
(Due 30 calendar days after each quarter) |
|||
New Hire Questionnaire | Quarterly and Annual | |||
(Disciplinary Action Disclosure) | Compliance Questionnaires | |||
Initial Holdings Report | Quarterly Transaction Reports and | |||
(include private placements) | Annual Holdings Certification | |||
Provide Covered Account
statement(s) (current, within 45 days prior to start date) |
Covered Account(s) Certification;
report new accounts upon opening. |
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Code of Ethics, Insider Trading | Code of Ethics, Insider Trading | |||
and Compliance | and Compliance | |||
Manual Acknowledegments | Manual Acknowledgements | |||
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Communications with Disinterested Trustees and Outside Directors
Dimensional attempts to keep directors/trustees informed with respect to Dimensional’s investment activities through reports and other information provided to them in connection with board meetings and other events. However, it is Dimensional’s policy not to communicate specific trading information and/or advice on specific issues to Disinterested Trustees and Outside Directors unless the proposed transaction presents issues on which input from the Disinterested Trustees or Outside Directors is appropriate (i.e., no information is given regarding securities for which current activity is being considered for clients). Any information requests by Disinterested Trustees or Outside Directors should be reported to the General Counsel or the Global CCO.
Disinterested Trustees are not subject to the reporting requirements except to the extent the Disinterested Trustee knew or, in the ordinary course of fulfilling his or her duties as a director, should have known that during the fifteen (15) days immediately before or after the Disinterested Trustee’s transaction in a Covered Security, a U.S. Mutual Fund purchased or sold the covered security, or an Advisor considered purchasing or selling the covered security for a U.S. Mutual Fund.
Japan Supplement
Pursuant to local rules and regulations, Japanese employees have additional restrictions on personal trading (see the Japanese Code of Ethics Addendum). |
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Standard of Conduct
This Standard of Conduct is designed to foster compliance with applicable legal and regulatory requirements and to require that employees act in a manner that is consistent with the highest ethical standards. Adherence to the Standard of Conduct is a basic condition of employment. Whether or not a specific situation is addressed below, you must conduct yourself in accordance with the general principles of the Standard of Conduct and in a manner that is designed to avoid unlawful conflicts of interest. Failure to comply could result in disciplinary action, up to and including termination.
Outside Activities
Certain types of outside business activities may cause a conflict of interest or an appearance of a conflict of interest. There is no absolute prohibition on a Dimensional employee participating in certain outside activities, such as charitable foundations and endowments, provided your participation does not present a conflict of interest and you comply with the Standard of Conduct. However, as a practical matter there may be circumstances in which it would not be in Dimensional’s best interest to allow an employee to participate in activities with an outside organization, even if the employee’s participation did not violate Dimensional’s policies and procedures (such as whether the activity would absorb a good part of the employee’s time, potentially affecting their performance at Dimensional).
It is impossible to anticipate every conflict of interest that may arise, but activities with outside organizations should be limited to those that either do not present or have the least potential of presenting conflicts of interest. As a result, Dimensional requires that outside business and charitable activities must be approved by your supervisor and Compliance prior to the acceptance of such a position (or if you are new, upon joining the firm).
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Guidelines
S E R V I N G O N T H E B O A R D S O F P U B L I C C O M PA N I E S ■ As a general matter, directorship or (an equivalent position) in an unaffiliated public company (or companies reasonable expected to become public companies) will not be authorized because of the potential conflicts.
■ If you wish to accept a directorship or (an equivalent position), you must obtain prior approval from the Boards of Directors of the Dimensional Entities in which you are an employee and/or an officer.
A C T I V I T I E S W I T H A P R I V A T E O R G A N I Z A T I O N ■ If you wish to be involved with a private organization (non-Dimensional) in an official capacity (officer, directorship or an equivalent position), you must obtain approval from the Co-CEOs and the Global CCO.
A C T I V I T I E S W I T H A N O N - P R O F I T O R G A N I Z A T I O N ■ If you wish to be involved with a non-profit organization in an official capacity (directorship or an equivalent position), you must notify Compliance in writing as further approval may be required.
C O M P E N S A T I O N ■ If you receive compensation from an outside organization, you must obtain prior written approval from your supervisor and Compliance.
Approval Process
Outside activity requests will be evaluated on a case-by-case basis and approval will be granted only if it is determined that the activity does not present a significant conflict of interest. Obtain written approval from your supervisor with the activity details and copy your local Compliance Team designee(s). If any additional information is required, Compliance will reach out to you.
In instances where you receive authorization to serve as a director on an outside organization, you are expected to refrain from any direct (or indirect) involvement in the consideration by a Dimensional client of any purchase or sale for securities of that outside organization (or any affiliates of the outside organization) for which you serve as a director. |
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Gifts And Business Entertainment
If you accept or provide gifts or entertainment (including business entertainment) relating to Dimensional business, you must comply with regulatory requirements, Dimensional’s business practices, and the Standard of Conduct. The giving (or accepting) of gifts and entertainment may create (or appear to create) a conflict of interest and place Dimensional or a client in a difficult or embarrassing position. Therefore, embarrassing gifts should never be given (or accepted), and you always should use your best judgment when giving (or accepting) any gift or entertainment to determine whether it is appropriate.
Under certain circumstances, Section 17(e)(1) of the 1940 Act may prohibit Dimensional’s Fund Advisory Personnel from accepting gifts and entertainment from Broker Donors. Accordingly, Dimensional has adopted additional restrictions that apply when Broker Donors offer gifts and entertainment to Authorized Traders. If you are a member of Fund Advisory Personnel, you must comply with these additional restrictions.
Gifts
In general, you may give (or accept) gifts that do not exceed the annual aggregate amount of USD $100 (or the local currency equivalent). However, you must be mindful that some clients (or prospective clients) may be subject to additional regulatory restrictions or prohibitions on the acceptance of gifts or entertainment and may have to comply with related disclosure requirements. Therefore, you should inquire about any restrictions or disclosure requirements, prior to giving any gifts (or providing business entertainment). The giving (or accepting) of all Gifts and Business Entertainment must be reported and logged promptly. Please contact a member of your local Compliance Team for reporting details. (U.S. employees refer to the designee(s) list on Be.Dimensional.)
Gifts include logo items (e.g., pens, hats, etc.), tickets for events, gift baskets, meals and transportation.
This policy does not apply to gifts or charitable donations made by you outside the scope of your responsibilities with Dimensional.
G I F T R E S T R I C T I O N S ■ You may not give (or accept) gifts in excess of USD $100 (or the local currency equivalent).
■ You may not give (or accept) gifts in the form of cash or cash equivalents. |
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■ Gifts valued in excess of USD $100 must be reported to Compliance and returned unless an exception is granted by the Global CCO or Compliance Designee.
■ No exceptions will be granted for gifts subject to FINRA’s USD $100 gift limit.
If you are a member of Fund Advisory Personnel, you must also comply with the following restrictions:
■ You may not accept any gifts from Broker Donors except gifts of de minimis value, such as non-lavish, logoed items or gifts of less than USD $25 in reasonably estimated value. If you have a long-standing personal relationship with a Broker Donor, you may attend a non-business, social event hosted by the Broker Donor, or accept a non-de minimis gift or entertainment greater in value than USD $25 from the Broker Donor if the event, gift, or entertainment is pre-approved first by your supervisor and then Compliance. You must report all gifts from Broker Donors regardless of value.
Business Entertainment
Business entertainment includes any event, meal or activity whose primary purpose is business and is offered by and attended by a person who has (either directly or through their employer or affiliate) a current or prospective business relationship with Dimensional. This also includes instances where a Dimensional employee is offering the event, meal or activity on behalf of a current or prospective Dimensional client or vendor. If the person (or entity) paying for the entertainment does not have a representative in attendance, the event constitutes as a gift and is subject to the gift restrictions above.
P R O V I D I N G B U S I N E S S E N T E R TA I N M E N T You may provide business entertainment as long as it is appropriate and reported in writing to your supervisor. Business entertainment provided to a current or a prospective client or vendor will be overseen by your supervisor through the Dimensional expense reporting and approval process. If the business entertainment exceeds USD $100 per person, you will need to provide to your supervisor a written explanation along with the name of the client, business vendor or organization.
R E C E I V I N G B U S I N E S S E N T E R TA I N M E N T You may receive business entertainment as long as it is appropriate and reported in writing to your supervisor. If the estimated value of the business entertainment you receive is expected to exceed USD $100 per person, |
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you will need to report the event in writing to the head of your department. The following types of business entertainment require pre-approval by your department head:
■ Attending business-related events with an expected value in excess of USD $100 per person (or the local equivalent);
■ Meals or events in which family members or friends are present; and
■ Attending meals or events in which five (5) or more Dimensional employees are in attendance.
If you are a member of Fund Advisory Personnel, you must also comply with the following restrictions:
■ You may not accept entertainment (such as sporting events) from Broker Donors. You may accept business meals from Broker Donors of less than USD $100 in anticipated value, and you must report those meals to your supervisor and Compliance. You may accept business meals from Broker Donors of greater than USD $100 in anticipated value provided you first pre-clear the meal with your supervisor and Compliance.
U N I O N S A N D U N I O N O F F I C I A L S Special reporting rules apply when Dimensional employees furnish any gift or entertainment in excess of USD $250 in any calendar year to labor unions, union officials, agents or consultants of a Taft-Hartley plan. Please report all gifts or entertainment involving a union or union official to either Legal or Compliance. If applicable, Legal will be responsible for filing the required LM-10 form with the Department of Labor.
S U P P L E M E N TA L P O L I C I E S ■ Japan Addendum to Gift and Entertainment
Political Contributions
The U.S. Securities and Exchange Commission’s political contribution regulation and FINRA’s Rule 2030, also known as “pay to play” rules3, limit contributions4 by investment advisers and certain of their employees to certain Covered Government Officials. In addition, Dimensional is subject to a variety of federal, state and local restrictions regarding political contributions, as well as contractual restrictions between Dimensional and certain clients. |
3. | Political Contributions by Certain Investment Advisors, Rule 206(4)-5; Engaging in Distribution and Solicitation Activities with Government Entities, FINRA Rule 2030. |
4. | Contributions include, but are not limited to, monetary contributions, gifts and loans (including in-kind contributions, such as donation of goods or services). |
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STANDARD OF CONDUCT |
Although Dimensional encourages civic and community involvement by its directors, officers and employees, Dimensional desires to avoid any situation that could curtail Dimensional’s current business or business prospects, raise potential or actual conflicts of interest, or create an appearance of impropriety in the context of Dimensional’s business relationships. Accordingly, all contributions by a director, officer, employee or Immediate Family Member of a director, officer or employee of Dimensional (each a “Contributor”), must be made on the Contributor’s behalf, entirely voluntary, and should not be in an amount (determined by Contributor taking into account the Code) that is likely to influence a candidate’s judgment regarding any continued or future business with Dimensional.
Specifically, this policy prohibits a Contributor from making political contributions when the solicitation or request for such contributions implies that continued or future business with Dimensional depends on making such contributions. Similarly, no contributions should be made that create the appearance that Dimensional stands to benefit in its business relations because of the Contributor’s contribution. If a Contributor is unsure if a particular political contribution would be in compliance with this policy, they should consult Dimensional’s U.S. Legal and/or Compliance Department.
More specifically, the following actions are prohibited:
■ Contributors are prohibited from making political or charitable contributions for the purpose of obtaining or retaining potential or existing public entity clients;
■ Contributors are prohibited from making any contributions that create the appearance that Dimensional stands to benefit in its business relations because of such contribution; and
■ Contributors from Dimensional’s non-U.S. based advisor affiliates are prohibited from making any political contributions to political action committees (PACs) federal, state or local candidates for elective office in the United States.
In order to prevent an inadvertent violation of the “pay to play” rules, Contributors are prohibited from making political contributions without prior approval from the Global CCO or DCCO to any of the following:
■ Covered Government Officials
■ Political action committees (PACs) |
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STANDARD OF CONDUCT |
Requests for approval of political contributions must be submitted through the CRS and cannot exceed Federal, state or client limitations. Dimensional’s Compliance Department will be responsible for maintaining the required books and records associated with employee political contributions to ensure the reports are kept confidential. In addition, Dimensional’s Global CCO or a Chief Executive Officer may grant exceptions to the contribution limitation on a case-by-case basis. Violations of this policy will not necessarily be deemed to be violations of the “pay to play” rules; all violations of this policy will be discussed by Dimensional’s Global Legal and Compliance Officers in making that determination. If you have any questions about the policy, please contact the U.S. Legal and/or Compliance Department.
Other Policy Highlights
Policy Against Bribery and Corruption
Dimensional employees are prohibited from giving, offering or promising anything of value to a foreign official with the intent to improperly obtain or retain any business or any other advantage.
For a full explanation of the policy, please refer to the Bribery and Corruption Policy and the supplemental policies for the following:
■ Anti-Corruption Policy (U.K.)
Privacy Policies
You should be aware of your local privacy policies, Dimensional Privacy Policy and Procedures, Dimensional Fund Advisors Ltd., Australian Privacy Policy Statement, relevant Irish Privacy Policy and Notice, the Japan Personal Information Protection Policies and the Singapore Privacy Policy. Information concerning Dimensional’s clients that you acquire in connection with your employment at Dimensional is proprietary. As an employee, contractor or consultant you have access to computers, systems and corporate information in order to do your job. This access means that you have an obligation to use these systems responsibly and follow company policies to protect information and systems.
You are prohibited from sending or forwarding sensitive or confidential data to your personal email address.
If you have any general questions about the Standard of Conduct, please contact a member of your local Compliance Team. |
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DIMENSIONAL FUND ADVISORS
Glossary of Terms
The following definitions apply throughout both the Code and Standard of Conduct:
1940 Act means the Investment Company Act of 1940.
529 Account(s) (or 529 Plans) means accounts established in a college savings or other plan authorized under Section 529 of the Internal Revenue Code. A list of all 529 Plans that have the ability to hold Dimensional Managed Funds appears on Be.Dimensional and is periodically updated by Compliance.
Access Person means:
■ any director/trustee, officer or general partner of the U.S. Mutual Funds or Dimensional Entities;
■ any officer or director of the Distributor who, in the ordinary course of business, makes, participates in or obtains information regarding the purchase or sale of covered securities for any registered investment company for which the Distributor acts as the principal underwriter;
■ employees of Dimensional who, in connection with their regular functions or duties, make, participate in, or obtain information regarding the purchase or sale of covered securities, or other advisory clients for which the Advisors provide investment advice, or whose functions relate to the making of any recommendations with respect to such purchases or sales;
■ any natural persons in a control relationship with one or more of the U.S. Mutual Funds or Advisors who obtain information concerning recommendations made to such U.S. Mutual Funds or other advisory clients with regard to the purchase or sale of covered securities, or whose functions or duties, as part of the ordinary course of their business, relate to the making of any recommendation to U.S. Mutual Funds or advisory clients regarding the purchase or sale of covered securities; and
■ any Supervised Person (which may include contractors or consultants) who has access to nonpublic information regarding client securities transactions, research or portfolio holdings of any Dimensional Managed Funds.
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DIMENSIONAL FUND ADVISORS | 24 |
GLOSSARY OF TERMS |
Advisers Act means the Investment Advisers Act of 1940.
Advisor means Dimensional Fund Advisors LP, DFA Australia Limited, Dimensional Fund Advisors Ltd., Dimensional Fund Advisors Canada ULC, Dimensional Fund Advisors Pte. Ltd., Dimensional Japan Ltd. and Dimensional Ireland Limited.
Authorized Brokerage Firms for U.S. employees and other U.S. persons subject to the Code are listed on Appendix A.
Beneficial Ownership means the employee has or shares a direct or indirect pecuniary interest in the securities held in an account. Employees have pecuniary interest in securities if they have the ability to directly or indirectly profit from a securities transaction. It is presumed that you have beneficial ownership interests in any account held individually or jointly, by you or by your Immediate Family Member or domestic partner (or an unrelated adult with whom you share your home and contribute to each other’s support) including but not limited to family trusts and family partnerships (Securities Exchange Act of 1934, Rule 16a-1; 17 CFR 240.16a-1).
Broker Donors means broker-dealers or similar financial intermediaries and their employees, officers, directors, and other representatives.
Covered Account includes any broker-dealer, investment adviser, bank or other financial institutions in which an Access Person maintains an account in which any securities are held or the account has the ability to hold securities for the direct or indirect benefit of such Access Person.
Covered Government Official means any person who is, at the time of the contribution, an incumbent or a candidate for state or local government office (including any candidate for a federal office currently holding a state or local office).
Designated Officer means the Global Chief Compliance Officer or any employee from the Dimensional Entities designated by the Global CCO.
Dimensional means (i) DFA Investment Dimensions Group Inc., The DFA Investment Trust Company, Dimensional Emerging Markets Value Fund and Dimensional Investment Group Inc. (collectively, the “U.S. Mutual Funds”), (ii) Dimensional Fund Advisors LP, Dimensional Investment LLC, DFA Australia Limited, Dimensional Fund Advisors Ltd., Dimensional Fund Advisors Canada ULC, Dimensional Retirement Plan Services LLC, Dimensional Fund Advisors Pte. Ltd., Dimensional Japan Ltd., and Dimensional Hong Kong Limited, and Dimensional Ireland Limited (collectively, the “Dimensional Entities”); and (iii) DFA Securities LLC (the “Distributor”). |
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DIMENSIONAL FUND ADVISORS | 25 |
GLOSSARY OF TERMS |
Dimensional Managed Funds means any series/portfolio of the U.S. Mutual Funds or any other fund advised by or sub-advised by any of the Advisors.
Discretionary Account means a personal account in which you have completely turned over decision-making authority to a professional money manager (who is not an Immediate Family Member or not otherwise covered by the Code) and you have no direct or indirect influence or control over the account. Such accounts are often referred to as “professionally managed” or “managed accounts.”
Disinterested Trustee means a director/trustee of the U.S. Mutual Funds who is not considered to be an “interested person” of the U.S. Mutual Funds within the meaning of Section 2(a)(19)(A) of the 1940 Act.
Ethics Committee means the Ethics Committee appointed by the directors/ trustees of the Dimensional Entities and consists of the certain officers of Dimensional Fund Advisors LP , including the Co-Chief Executive Officers, General Counsel, Head of Portfolio Management, Head of Global Human Resources, Global Chief Compliance Officer and subject to change from time to time.
Fund Advisory Personnel means those persons whose names appear on the effective list of Authorized Traders kept by Dimensional.
Immediate Family Member of an employee means any of the following person(s) sharing the same household with the employee:
■ spouse, civil union or domestic partner, child, stepchild, grandchild, parent, stepparent, grandparent, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law, adoptive relationships and legal guardianships;
■ someone who holds account(s) in which the employee is a joint owner, has trading authority, or Beneficial Ownership; and/or
■ someone for whom the employee contributes to the maintenance of the household and the financial support of such person.
Outside Director means a director of any Advisor who is not considered to be an “interested person” of the Advisor within the meaning of Section 2(a)(19)(B) of the 1940 Act, provided that a director shall not be considered interested for purposes of the Code by virtue of being a director or knowingly having a direct or indirect beneficial interest in the securities of the Advisor if such ownership interest does not exceed five percent (5%) of the outstanding voting securities of such Advisor. |
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GLOSSARY OF TERMS |
SEC Rules means rules of the U.S. Securities and Exchange Commission (the “SEC”) including, but not limited to, Rule 206(4)-5 and Rule 204A-1 under the Advisers Act, and Rule 17j-1 under the 1940 Act.
Supervised Person means any partner, officer, director (or other person occupying a similar status or performing similar functions), or employee of Dimensional, or other person who provides (i) investment advice on behalf of an Advisor and (ii) is subject to the supervision and control of the Advisor with respect to activities that are subject to the Advisers Act or the 1940 Act. |
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DIMENSIONAL FUND ADVISORS
Appendix A –
List of Authorized Brokerage Firms
The following Authorized Brokerage Firms, which are subject to change from time to time, are approved for U.S. employees and U.S. persons subject to the Code:
■ Ameriprise
■ Betterment
■ Edward Jones
■ Charles Schwab
■ E*Trade
■ Fidelity
■ Merrill Lynch
■ Morgan Stanley
■ Raymond James
■ TD Ameritrade
■ USAA
■ Vanguard
■ Wells Fargo
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Disclosure
MKT-3914 10/19
Exhibit 99.28(p)(v)
Code of Ethics
Champlain Investment Partners, LLC
January 2019
Our Mission:
Deliver Exceptional Investment Results and Develop Enduring Client Relationships
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TABLE OF CONTENTS | |
FIRM VISION | 3 |
STATEMENT OF GENERAL POLICY | 4 |
DEFINITIONS | 5 |
STANDARDS OF BUSINESS CONDUCT | 6 |
PERSONAL SECURITIES TRANSACTIONS | 7 |
GIFTS AND ENTERTAINMENT | 9 |
POLITICAL CONTRIBUTIONS AND ACTIVITIES | 11 |
PROTECTING THE CONFIDENTIALITY OF CLIENT INFORMATION | 13 |
SERVICE AS AN OFFICER OR DIRECTOR AND OTHER OUTSIDE BUSINESS ACTIVITIES | 15 |
COMPLIANCE PROCEDURES | 16 |
CERTIFICATION | 19 |
RECORDS | 20 |
REPORTING VIOLATIONS, SANCTIONS AND OTHER LEGAL MATTERS | 21 |
PROHIBITION AGAINST INSIDER TRADING | 22 |
ANTI-CORRUPTION PRACTICES | 25 |
SOCIAL MEDIA | 26 |
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FIRM VISION
Champlain Investment Partners, LLC is an institutionally-focused, employee-owned firm dedicated to delivering exceptional investment results and developing enduring client relationships. The firm was founded on the core concept that the goals of our clients and the goals of our firm will always be aligned, and that our employees will always act with integrity. While the consistent and disciplined execution our investment processes will distinguish us from most competitors, we will also evolve as warranted by inherently dynamic nature of the marketplace.
Champlain’s people respect each other. This mutual respect translates into a commitment to sustain a culture of high performance as well as a positive, supportive, and professionally dynamic environment. Mutual respect also means that we must clearly and effectively communicate expectations of each other, and that we are accountable to each other and to the firm’s vision. Champlain and its people shall strive for excellence, continuous improvement, and intellectual honesty in all activities. Consistent with the principles of respect and accountability – compensation will be highly correlated to contribution.
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STATEMENT OF GENERAL POLICY
This Code of Ethics (“Code”) has been adopted by Champlain to comply with Rule 204A-1 under the Investment Advisers Act of 1940 (“Advisers Act”) and is designed to ensure that the high ethical standards maintained by Champlain continue to be applied. The purpose of the Code is to prevent activities that may lead to, or give the appearance of, conflicts of interest, insider trading, and other forms of prohibited or unethical business conduct. The excellent name and reputation of the firm has and continues to be a direct reflection of the conduct of each supervised person.
This Code establishes rules of conduct for all supervised persons of Champlain and is designed to, among other things, govern personal securities trading activities in the accounts of supervised persons, accounts of immediate family members (i.e. any relative by blood or marriage living in the employee’s household), as well as any trust, custodial or other account in which he/she has a direct or indirect beneficial interest or exercises control over investment discretion. The Code is based upon the principle that Champlain and its supervised persons have a fiduciary duty to Champlain’s clients to conduct their personal affairs, including their personal securities transactions, in such a manner as to avoid (i) serving their own personal interests ahead of clients, (ii) taking inappropriate advantage of their position with the firm and (iii) any actual or potential conflicts of interest or any abuse of their position of trust and responsibility.
Pursuant to Section 206 of the Advisers Act, both Champlain and its supervised persons are prohibited from engaging in fraudulent, deceptive, or manipulative conduct. Compliance with this section involves more than acting with honesty and good faith alone; it means that Champlain has an affirmative duty of utmost good faith to act solely in the best interest of its clients.
Champlain and its supervised persons are subject to the following specific fiduciary obligations when dealing with clients:
· | The duty to have a reasonable, independent basis for the investment advice provided. | |
· | The duty to obtain best execution for a client’s transactions when the Firm is in a position to direct brokerage transactions for the client. | |
· | The duty to ensure that investment advice is suitable to meeting the client’s individual objectives, needs, and circumstances. | |
· | A duty to be loyal to clients. |
In meeting its fiduciary responsibilities to its clients, Champlain expects every supervised person to demonstrate the highest standards of ethical conduct for continued employment with Champlain. The provisions of the Code are not all-inclusive; they are intended as a guide for the conduct of supervised persons of Champlain. In the case of a situation where a supervised person may be uncertain as to the intent or purpose of the Code, he/she is advised to consult with the Chief Compliance Officer (“CCO”). The CCO may grant exceptions to certain provisions contained in the Code in situations when it is clear beyond dispute that the interests of clients will not be adversely affected or compromised. All questions arising in connection with personal securities trading should be resolved in favor of the client even at the expense of the interests of supervised persons.
The CCO will periodically report to the Operating Committee of Champlain to document compliance with this Code.
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DEFINITIONS
For the purposes of this Code, the following definitions shall apply:
“Account” includes:
· | Any direct account(s) of the employee. | |
· | Any account(s) of the employee’s immediate family members (defined as any relative by blood or marriage living in the employee’s household). | |
· | Any account(s) in which the employee has a direct or indirect beneficial interest, such as trusts, custodial accounts, or other accounts in which the employee has a beneficial interest, or controls or exercises investment discretion. |
“Reportable security” means any security as defined in Section 202(a)(18) of the Advisers Act, except that it does not include: (i) Transactions and holdings in direct obligations of the Government of the United States; (ii) Bankers’ acceptances, bank certificates of deposit, commercial paper and other high quality short-term debt instruments, including repurchase agreements; (iii) Shares issued by money market funds; (iv) Transactions and holdings in shares of other types of open-end registered mutual funds, unless Champlain acts as the investment adviser, sub-adviser, or principal underwriter for the fund; and (v) Transactions in units of a unit investment trust if the unit investment trust is invested exclusively in mutual funds. Transactions in Champlain advised and sub-advised Funds, any Exchange Traded Fund (ETF) and Municipal Bonds are reportable.
All employees of Champlain are “supervised persons” under this Code.
“Beneficial ownership” shall be interpreted in the same manner as it would be under Rule 16a-1(a)(2) under the Securities Exchange Act of 1934 in determining whether a person is the beneficial owner of a security for purposes of Section 16 of such Act and the rules and regulations thereunder.
“Fund” means an investment company registered under the Investment Company Act.
“Reportable Fund” means any registered investment company (e.g. mutual fund) for which the firm, or a control affiliate, acts as investment adviser or sub-adviser, as defined in section 2(a) (20) of the Investment Company Act, or principal underwriter.
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STANDARDS OF BUSINESS CONDUCT
Champlain’s reputation for integrity and professionalism is a vital business asset, and the firm’s highest priority is to maintain this stature. The confidence and trust placed in Champlain and its employees by its clients is something the firm values and endeavors to protect. The following Standards of Business Conduct sets forth policies and procedures to achieve these goals. This Code is intended to comply with the various provisions of the Advisers Act and also requires that all supervised persons comply with the various applicable provisions of the Investment Company Act of 1940, as amended, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and applicable rules and regulations adopted by the Securities and Exchange Commission (“SEC”).
Section 204A of the Advisers Act requires the establishment and enforcement of policies and procedures reasonably designed to prevent the misuse of material, nonpublic information by investment advisers. Such policies and procedures are contained in this Code. The Code also contains policies and procedures with respect to personal securities transactions of all Champlain’s supervised persons as defined herein. These procedures cover transactions in a reportable security in which a supervised person has a beneficial interest, or accounts over which the supervised person exercises control, as well as transactions by members of the supervised person’s immediate family.
Supervised persons of Champlain certify via Schwab Compliance Technologies (“SCT”) upon hiring and annually thereafter any disciplinary history regarding investment related activities, or any conduct that would have a potentially disqualifying effect upon the employee’s investment related activities. Any disciplinary actions brought against an employee must be promptly disclosed to the CCO.
In addition, no supervised person shall originate or circulate in any manner a rumor concerning any security that the individual knows, or has reasonable grounds for believing, is false or misleading or would improperly influence the market price of such security. All supervised persons are unequivocally prohibited from communicating or transmitting ‘false rumors’ or other information regarding portfolio investments, potential portfolio investments, publicly traded companies, or any other investment institution that such person does not know or reasonably believe to be true to any person outside of Champlain for any reason.
Rumors may not be used to effect personal client trading activities or in an attempt to illegally manipulate the market or affect the pricing of a security; rumors may not be communicated in any form to others (with the exception of the CCO or Chief Operating Officer (“COO”)). Supervised persons must promptly report to the CCO or COO any circumstance that reasonably would lead the individual to believe that such a rumor might have been originated or circulated.
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PERSONAL SECURITIES TRANSACTIONS
General Policy
Champlain has adopted the following principles governing personal investment activities by the firm’s supervised persons:
· | The interests of client accounts will at all times be placed first. | |
· | All personal securities transactions will be conducted so as to avoid any actual or potential conflict of interest or any abuse of an individual’s position of trust and responsibility | |
· | Supervised persons must not take inappropriate advantage of their positions. |
Personal Security Trading Limitations
Supervised persons are subject to the following limitations in trading individual equity securities:
· | If the market capitalization of a security exceeds $35 billion, and a Champlain managed portfolio holds or is active in the security, then a buy, sell, or buy-to-cover transaction may proceed, provided the supervised person does not trade more than 1% of the average daily volume of shares traded for that security in a single day. | |
· | If the market capitalization of a security is less than $35 billion, then buy transactions are prohibited for that security. A sell or a buy-to-cover transaction may proceed, provided the Champlain-managed portfolios are not active in the security. | |
· | The short-selling of individual equity securities is not permitted. Purchases of put options on individual equity securities are also not permitted. Buys-to-cover short positions already held prior to employment with Champlain are permitted. |
Regardless of market capitalization, pre-clearance via SCT is required for all individual equity and corporate debt security transactions.
Trades in closed-end funds are not restricted by market capitalization, but must be pre-cleared via SCT.
Exceptions will be granted to the above limitations for transactions in accounts that are advised separately by an independent registered investment adviser, provided that the investment adviser has full discretion over the account and that the supervised person does not provide individual security buy and sell recommendations or otherwise exercise direct or indirect influence or control over the account.
No supervised person shall acquire any beneficial ownership in any securities in an initial public offering.
Trading Champlain’s Mutual Funds
Supervised persons are subject to the policies set forth in the prospectus for trading Champlain’s mutual funds. The funds are intended for long-term investment purposes only and discourage shareholders from engaging in “market timing” or other types of excessive short-term trading.
The funds’ service providers will take steps reasonably designed to detect and deter frequent trading by shareholders pursuant to the funds’ policies and procedures described in the prospectus and approved by the
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funds’ Board of Trustees. For purposes of applying these policies, the funds’ service providers may consider the trading history of accounts under common ownership or control. The funds’ policies and procedures include:
· | Shareholders are restricted from making more than five “round trips,” including exchanges into or out of a fund, per calendar year. If a shareholder exceeds this amount, the fund and/or its service providers may, at their discretion, reject any additional purchase orders. The funds define a round trip as a purchase into a fund by a shareholder, followed by a subsequent redemption out of the fund, of an amount the adviser reasonably believes would be harmful or disruptive to the fund. | |
· | The funds reserve the right to reject any purchase request by any investor or group of investors for any reason without prior notice, including, in particular, if a fund or its adviser reasonably believes that the trading activity would be harmful or disruptive to the fund. |
Pre-Clearance Required for Private or Limited Offerings
No supervised person shall acquire beneficial ownership of any securities in a limited offering or private placement without the prior approval of the (1) CCO or COO and (2) Chief Financial Officer (“CFO”), who will have been provided with full details of the proposed transaction (including certification that the investment opportunity did not arise by virtue of the supervised person’s activities on behalf of a client). If approved, ownership will be subject to continuous monitoring for possible future conflicts. The approval and certification process is typically facilitated via SCT.
Cryptocurrencies, Crypto-Related Securities, and other Digital Securities
No supervised person shall acquire any beneficial ownership in any securities in an initial coin offering (ICO).
Investments in “multi-feature” crypto-related and other digital securities (i.e. those with characteristics resembling those of other “reportable securities”, such as those with dividends or interest payments) must receive prior approval from the (1) CCO or COO and (2) CFO. These securities are also subject to the reporting requirements outlined in the “Compliance Procedures” section of the Code.
Investments in “single-feature” cryptocurrencies (e.g. Bitcoin, Ether) do not require pre-clearance nor reporting.
Interested Transactions
No supervised person shall recommend any securities transactions for a client without having disclosed his/her interest, if any, in such securities or the issuer thereof, including without limitation:
· | any direct or indirect beneficial ownership of any securities of such issuer | |
· | any position with such issuer or its affiliates | |
· | any present or proposed business relationship between such issuer or its affiliates and such person or any party in which such person has a significant interest |
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GIFTS AND ENTERTAINMENT
Giving, receiving, or soliciting gifts or entertainment in a business setting may create the appearance of impropriety or may raise a potential conflict of interest. Champlain has adopted the policies set forth below to guide supervised persons in this area.
General Policy
Champlain’s policy with respect to gifts and entertainment is as follows:
· | Supervised persons should not provide or accept any gifts or entertainment that might influence the decisions they or the recipient must make in business transactions involving Champlain, or that others might reasonably believe would influence those decisions. | |
· | Modest gifts and favors that would not be regarded by others as improper, lavish, or extravagant in nature, may be given or accepted on an occasional basis, subject to any approval and/or reporting requirements outlined below. Entertainment that satisfies these requirements and conforms to generally accepted business practices is also permissible. | |
· | Gifts and entertainment approval and reporting are facilitated via SCT. |
Approval and Reporting Requirements
The following must be approved by Champlain’s CCO or COO:
· | All gifts and entertainment given to or received from any officials or employees of the U.S. government or political entity, as well as candidates for public office. | |
· | All gifts and entertainment given to or received from any officials or employees of a foreign government or political entity, as well as candidates for public office. | |
· | All gifts and entertainment given to or received from any mutual or commingled fund client or investor. | |
· | All gifts and entertainment valued in excess of $50 USD per person given to or received from officials and employees of ERISA and other retirement plans, unions and non-U.S. entities. | |
· | All gifts valued in excess of $100 USD either indirectly or directly given to or received from any person/entity that does or seeks to do business with or on behalf of Champlain, or that Champlain seeks to do business with or on behalf of. |
The following must be reported to Champlain’s CCO or COO:
· | Receipt of Entertainment: Provided that the entertainment is not lavish or extravagant in nature, supervised persons may attend business meals, sporting events, and other entertainment events at the expense of a person/entity that does or seeks to do business with or on behalf of Champlain, or that Champlain seeks to do business with or on behalf of. If the estimated cost or value of the supervised person’s portion of the entertainment is greater than $200 USD, the supervised person must report his/her attendance. | |
· | Giving of Entertainment: Champlain and its supervised persons are prohibited from giving entertainment that may appear lavish or excessive to any person or entity that does or seeks to do business with or on behalf of Champlain, or that Champlain seeks to do business with or on behalf of. All entertainment given with a cost or value in excess of $200 USD per recipient must be reported. |
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· | Registered Representatives: Registered representatives of Foreside Fund Services, LLC must report any gifts and entertainment, given or received, in connection with the sale and distribution of the Champlain mutual funds and/or commingled funds. These gifts cannot exceed $100 USD per person per calendar year and may not be preconditioned on achievement of a sales target or other incentives. Additional guidance for registered representatives regarding gifts and entertainment policies is provided in Foreside’s Registered Representative Compliance and Supervisory Procedures Manual. |
These gift and entertainment approval and reporting requirements help Champlain monitor the activities of its supervised persons and ensure compliance with all applicable regulations. The approval or reporting of a gift or entertainment does not relieve a supervised person from the obligations and policies set forth in this section or anywhere else in this Code. If you have any questions or concerns about the appropriateness of any gift or entertainment, please consult the CCO or COO.
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POLITICAL CONTRIBUTIONS AND ACTIVITIES
Political contributions, activities in support of a political campaign, or payments made to government officials may appear as a ‘pay-to-play’ tactic and an attempt to influence the investment advisers selected to manage state and local government assets. Champlain has adopted the policies set forth below to guide supervised persons, as well as their spouses and related persons residing within their household, in this area.
General Policy
Champlain’s policy on political contributions and activities is as follows:
· | Supervised persons must pre-clear via SCT all political contributions and activities, including solicitation and fundraising activities. Political contribution and activity requests are reviewed by the CCO or COO | |
· | Supervised persons must pre-clear via SCT the political contributions and activities of spouses and dependent related persons residing in the same household; these individuals are also subject to the additional policy requirements set forth in this section. | |
· | After pre-clearance, and barring any other relevant pay-to-play considerations, political contributions to candidates and officeholders who may be in a position to influence the selection of an investment adviser will generally be permitted up to $350 per election per candidate for whom the individual is entitled to vote, and up to $150 per election per candidate for whom the individual is not entitled to vote. | |
· | Primary and general elections are treated as separate elections. | |
· | Champlain and its supervised persons are prohibited from soliciting or coordinating campaign contributions from others – a practice referred to as “bundling” – for a candidate or elected official who may be in a position to influence the selection of the adviser. Champlain also prohibits solicitation and coordination of payments to political parties in the state or locality where the firm currently does or is seeking government-related business. | |
· | Champlain and its supervised persons are prohibited from paying a third party, such as a solicitor or placement agent, to solicit a government client on behalf of the investment adviser, unless that third party is an SEC-registered investment adviser or broker-dealer subject to similar pay-to-play restrictions. | |
· | If Champlain or its supervised employees make a political contribution above the de minimus to an elected official who is in a position to influence the selection of the adviser, Champlain is prohibited from providing advisory services for compensation – either directly or through a pooled investment vehicle – for two years. | |
· | Prospective employees will be asked about political contributions during the hiring process. Champlain then “looks back in time” to determine whether or not a time-out will be imposed when hiring supervised employees. The “look back in time” is six months prior for natural persons’ contributions above the de minimus and two years prior for those who solicit for the investment adviser. | |
· | Supervised persons are responsible for tracking and monitoring any applicable campaign finance limits for their own political contributions. | |
· | Champlain and its supervised persons are prohibited from making political contributions or engaging in activities in support of a non-U.S. political campaign. |
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Reporting Requirements
· | Supervised persons must report political contributions and activities, made directly or indirectly, including contributions made by spouses and dependent related persons who reside in their household. This information is reported via the quarterly Code of Ethics Certification process facilitated through SCT, and must include the dollar value, date, and name of the receiving party. | |
· | Records of political contributions and activities or payments to government officials made by supervised persons and their spouses and related persons who reside within their household are maintained in SCT. | |
· | This political contribution and activity reporting requirement is for the purpose of monitoring the activities of Champlain’s supervised persons and ensuring compliance with all relevant regulations. However, the pre-clearance or reporting of a contribution does not relieve any supervised persons from the obligations and policies set forth in this section or anywhere else in this Code. If you have any questions or concerns about the appropriateness of any contribution, please consult the CCO or COO. |
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PROTECTING THE CONFIDENTIALITY OF CLIENT INFORMATION
Confidential Client Information
In the course of its investment advisory activities, Champlain gains access to non-public information about its clients. Such information may include a person’s status as a client, personal financial and account information, the allocation of assets in a client portfolio, the composition of investments in any client portfolio, information relating to services performed for or transactions entered into on behalf of clients, advice provided by Champlain to clients, and data or analyses derived from such non-public personal information; such information will be collectively referred to as “confidential client information”. All confidential client information, whether relating to Champlain’s current or former clients, is subject to the Code’s policies and procedures. Any doubts about the confidentiality of information must be resolved in favor of confidentiality.
Non-Disclosure of Confidential Client Information
All information regarding Champlain’s clients is confidential. Information may only be disclosed when the disclosure is consistent with the firm’s policy and the client’s direction. Champlain does not share confidential client information with any third parties, except in the following circumstances:
· | As necessary to provide service that the client requested or authorized, or to maintain and service the client’s account. Champlain will require that any financial intermediary, agent or other service provider utilized by Champlain (such as broker-dealers or sub-advisers) comply with substantially similar standards for non-disclosure and protection of confidential client information and use the information provided by Champlain only for the performance of the specific service requested by Champlain. | |
· | To the extent reasonably necessary to prevent fraud, unauthorized transactions or liability. | |
· | In certain legal and regulatory situations, including: (i) to the extent required by law, rule or regulation; (ii) in response to a subpoena or similar request to participate in an administrative investigation, hearing or proceeding of any governmental agency or self-regulatory organization; or, (iii) in connection with the exercise of an employee’s right, where applicable, to file or participate in an administrative charge or complaint with, or to report any suspected wrongdoing under applicable law to, any governmental agency or self-regulatory organization; provided that, under (i) and (ii), where not prohibited by law, the employee will provide Champlain with prompt advance notice of disclosure and further provided that, in all cases the employee will take all reasonable steps to protect the confidentiality of any information disclosed, including seeking confidential treatment by the relevant body, as applicable. |
Supervised Person Responsibilities
All supervised persons are prohibited, either during or after the termination of their employment with Champlain, from disclosing confidential client information to any person or entity outside the firm, including family members, except under the circumstances described above. A supervised person is permitted to disclose confidential client information only to such other supervised persons who need to have access to such information to deliver the Champlain’s services to the client.
Supervised persons are also prohibited from making unauthorized copies of any documents or files containing confidential client information and, upon termination of their employment with Champlain, must return all such documents to Champlain.
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Any supervised person who violates the non-disclosure policy described above will be subject to disciplinary action, including possible termination, whether or not he or she benefitted from the disclosed information.
Security of Confidential Personal Information
Champlain enforces the following policies and procedures to protect the security of confidential client information:
· | The firm restricts access to confidential client information to those supervised persons who need to know such information to provide Champlain’s services to clients. | |
· | Any supervised person who is authorized to have access to confidential client information in connection with the performance of such person’s duties and responsibilities is required to keep such information in a secure compartment, file, or receptacle on a daily basis as of the close of each business day. | |
· | All electronic or computer files containing any confidential client information shall be password-secured and firewall-protected from access by unauthorized persons. | |
· | Any conversations involving confidential client information, if appropriate at all, must be conducted by supervised persons in private, and care must be taken to avoid any unauthorized persons overhearing or intercepting such conversations. |
Privacy Policy
As a registered investment adviser, Champlain and all supervised persons must comply with SEC Regulation S-P, which requires investment advisers to adopt policies and procedures to protect the ‘nonpublic personal information’ of natural person clients. Under Regulation S-P, ‘nonpublic personal information’ includes personally identifiable financial information, and any list, description, or grouping that is derived from personally identifiable financial information. Personally identifiable financial information is defined as information supplied by individual clients, information resulting from transactions, or any information obtained in providing products or services. Pursuant to Regulation S-P, Champlain has adopted policies and procedures to safeguard the information of natural person clients.
Furthermore, and pursuant to the SEC’s adoption of Regulation S-ID: Identity Theft Red Flag Rules, all ‘financial institutions’ and ‘creditors’ (as those terms are defined under the Fair Credit Reporting Act (FCRA)) must develop and implement a written identity theft prevention program designed to detect, prevent, and mitigate identity theft in connection with certain existing accounts or the opening of new accounts (‘covered accounts’). Champlain has conducted an assessment of its obligations under Regulation S-ID and to the extent such rules are applicable, has incorporated appropriate policies and procedures in compliance with the Red Flags regulations.
Enforcement and Review of Confidentiality and Privacy Policies
The CCO is responsible for reviewing, maintaining, and enforcing Champlain’s confidentiality and privacy policies and is also responsible for conducting appropriate supervised person training to ensure adherence to these policies.
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SERVICE AS AN OFFICER OR DIRECTOR AND OTHER OUTSIDE BUSINESS ACTIVITIES
No supervised person shall serve on the board of directors of any publicly-traded company without prior authorization by the CCO and the Operating Committee, whose decision will be based upon a determination that such board service would be consistent with the interest of Champlain’s clients.
Supervised persons wishing to serve on the board, committee, or sub-committee, etc. of any for-profit or not-for-profit organization where that individual would have oversight of financial matters, including but not limited to asset allocation, manager selection, or security selection, must be approved by the (1) CCO or COO and (2) CFO. The approval process is facilitated via SCT.
All outside business activities (namely any instance where a supervised person is employed by and/or accepts compensation from any person or entity as a result of any business activity other than a passive investment, outside the scope of their role with Champlain) must be disclosed via SCT, at a minimum as part of the quarterly Code of Ethics Certification. The CCO or COO, as well as the CFO, review all outside business activities.
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COMPLIANCE PROCEDURES
Pre-Clearance
A supervised person may directly or indirectly acquire or dispose of beneficial ownership of a reportable security only if: (i) such purchase or sale has been approved by a supervisory person designated by Champlain; (ii) the approved transaction is completed by 8:00 AM EST/EDT on the day following approval; and (iii) the designated supervisory person has not rescinded such approval prior to execution of the transaction.
Only certain Trading and Compliance staff are authorized to pre-clear employees’ personal securities transactions. Clearance must typically be obtained by submitting a trade pre-clearance request via SCT.
Pre-clearance is not required for transactions in accounts that are separately advised by an independent registered investment adviser, provided that the investment adviser has full discretion over the account and that the supervised person does not provide individual security buy and sell recommendations or otherwise exercises direct or indirect influence or control over the account.
The CCO or designee monitors all transactions by all supervised persons to ascertain any pattern of conduct that may indicate conflicts or potential conflicts with the principles and objectives of this Code. Advance trade clearance does not waive or absolve any supervised person of the obligation to abide by the provisions, principles, and objectives of this Code.
Transactions by supervised persons in the Champlain funds, in funds for which Champlain serves as a sub-adviser, or in any exchange traded funds and municipal bonds are exempt from pre-clearance, however must be reported quarterly.
Reporting Requirements
Every supervised person must submit initial and annual holdings reports and quarterly transaction reports via SCT that must contain the information described below:
1. Initial Holdings Report
No later than ten (10) days after a person becomes a supervised person, he/she must file an initial holdings report via SCT that contains the following information:
· | The title, exchange ticker symbol or CUSIP number, type of security, number of shares, and principal amount (if applicable) of each reportable security in which the supervised person had any direct or indirect beneficial interest ownership when the person becomes a supervised person. | |
· | The account number for and name and contact number of any broker, dealer or bank with whom the supervised person maintained an account in which any securities were held for the direct or indirect benefit of the supervised person. | |
· | The date that the report is submitted by the supervised person. | |
· | Any outside employment or business activity. |
The information submitted must be current as of a date no more than forty-five (45) days before the person became a supervised person. This information must also be provided for accounts managed by an independent registered investment adviser.
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2. Annual Holdings Report
No later than October 31 of each year, every supervised person shall file an annual holdings report via SCT containing the same information required in the initial holdings report described above. The information submitted must be current as of a date no more than forty-five (45) days before the annual report is submitted. For accounts maintained at Schwab, holdings information is automatically linked to SCT, however this information must also be provided for accounts managed by an independent registered investment adviser.
3. Quarterly Code of Ethics Certification
No later than thirty (30) days after the end of each calendar quarter every supervised person must file a quarterly Code of Ethics certification via SCT that contains the following information:
For any newly established account in which any securities were held for the direct or indirect benefit of the supervised person:
· | Name of the broker, dealer, or bank with whom the account was established | |
· | Account name | |
· | Account number | |
· | Date account was established | |
· | Date the report is submitted by the supervised person |
With respect to any transaction during the quarter in a reportable security in which the supervised persons had any direct or indirect beneficial ownership:
· | Date of the transaction, the title, the exchange ticker symbol or CUSIP number, the interest rate and maturity date (if applicable), the number of shares and the principal amount (if applicable) of each covered security | |
· | Nature of the transaction (e.g. purchase, sale or any other type of acquisition or disposition) | |
· | Price of the reportable security at which the transaction was effected | |
· | Name of the broker, dealer, or bank with or through whom the transaction was effected | |
· | Date the report is submitted by the supervised person. |
For accounts maintained at Schwab, holdings and transactions data is automatically linked to SCT. For any account not maintained at Schwab, it is the policy of Champlain that each supervised person must arrange for their brokerage firm(s) to send automatic duplicate brokerage account statements and trade confirmations of all securities transactions to the CCO. This information must also be provided for accounts managed by an independent registered investment adviser.
4. Exempt Transactions
A supervised person does not need to submit a report if
· | Transactions effected were pursuant to an automatic investment plan | |
· | A quarterly transaction report would duplicate information contained in securities transaction confirmations or brokerage account statements that Champlain holds in its records, provided that the firm |
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receives the confirmations or statements no later than 30 days after the end of the applicable calendar quarter. |
5. Monitoring and Review of Personal Securities Transactions
The CCO or designee will monitor and review reports required under the Code for compliance with Champlain’s policies regarding personal securities transactions and applicable SEC rules and regulations. They may also initiate inquiries of supervised persons regarding personal securities trading. Supervised persons are required to cooperate with such inquiries and any monitoring or review procedures employed by Champlain. Transactions for any accounts of the CCO will be monitored by the COO; transactions for any accounts of the COO will be monitored by the CCO.
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CERTIFICATION
Initial Certification
Upon hire, all supervised persons will be provided with a copy of the Code and must certify via SCT that they have (i) received a copy of the Code; (ii) read and understand all provisions of the Code; (iii) agreed to abide by the Code; and (iv) reported all account holdings as required by the Code.
Acknowledgement of Amendments
All supervised persons shall receive any amendments to the Code and must certify via SCT that they have: (i) received a copy of the amendment; (ii) read and understood the amendment; (iii) and agreed to abide by the Code as amended.
Annual Certification
All supervised persons must annually certify via SCT that they have: (i) read and understood all provisions of the Code; (ii) complied with all requirements of the Code; and (iii) submitted all holdings and transaction reports as required by the Code.
Further Information
Supervised persons should contact the CCO or COO regarding any inquiries pertaining to the Code or the policies established herein.
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RECORDS
The CCO shall maintain or cause to be maintained the following records in a readily accessible place:
· | A copy of any Code of Ethics adopted by the firm pursuant to Advisers Act Rule 204A-1 that is or has been in effect during the past five years. | |
· | A record of any violation of Champlain’s Code and any action that was taken as a result of such violation for a period of five years from the end of the fiscal year in which the violation occurred. | |
· | A record of all acknowledgements of receipt of the Code and amendments thereto for each person who is either currently or within the past five years a supervised person; these records shall be retained for five years after the individual ceases to be a supervised person of Champlain. | |
· | A copy of each report made pursuant to Advisers Act Rule 204A-1, including any brokerage confirmations and account statements made in lieu of these reports. | |
· | A list of all persons who have either currently or within the preceding five years been deemed access persons. | |
· | A record of any decision, and reasons supporting such decision, to approve a supervised persons’ acquisition of securities in IPOs and limited offerings within the past five years after the end of the fiscal year in which such approval is granted. |
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REPORTING VIOLATIONS, SANCTIONS AND OTHER LEGAL MATTERS
All supervised persons shall promptly report to the CCO, COO, or a member of the Operating Committee all suspected or actual violations of laws, government rules or regulations, the Code, or other suspected wrongdoings affecting the firm. Any intimidation or retaliation for the reporting of a violation under this Code will constitute a violation of the Code. Supervised persons may report violations anonymously to the CCO, COO or a member of the Operating Committee by placing a written document in an enclosed envelope in his or her inbox.
The CCO or COO shall promptly report to the Operating Committee all apparent material violations of the Code. The Operating Committee shall review all reports made to it to determine if the Code has been violated and, if so, what sanctions should be imposed. Possible sanctions may include a reprimand, a monetary fine or assessment, and/or suspension or termination of employment.
Information relating to a possible violation of a securities law that has occurred, is occurring, or is about to occur, should be reported to the CCO, COO, or a member of the Operating Committee. If the CCO or COO is involved in the possible violation, the report may be provided to one of the Managing Partners or another member of the Operating Committee. A Partner not included in the report will then be put in charge of an investigation. The Partner in charge is responsible for elevating the issue to outside counsel if necessary, reporting back to the whistleblower on the progress of the investigation, and keeping properly-secured records of the investigation.
All supervised persons must promptly report to the CCO, COO, or a member of the Operating Committee if any event has occurred that has, or may result in (1) the charging with, pleading guilty or nolo contedere (“no contest”) to, or conviction of any felony or misdemeanor involving investments or investment-related business, or any fraud, false statements, or omissions, wrongful taking of property, bribery, perjury, forgery, counterfeiting, extortion or a conspiracy to commit any of these offenses; (2) an investment-related civil action being brought against a supervised person, or; (3) any other regulatory matter involving a supervised person.
All supervised persons must certify each quarter via SCT that they have appropriately escalated all suspected or actual violations of laws, government rules or regulations, the Code, or other suspected wrongdoings affecting the company. Supervised persons must also certify certain criminal and civil legal matters via SCT on an annual basis.
Although restrictions in disclosing confidential information may be outlined in certain employment agreements and/or firm policy documents, nothing shall prevent a supervised person from disclosing confidential information: (i) to the extent required by law, rule, or regulation; (ii) in response to a subpoena or similar request to participate in an administrative investigation, hearing, or proceeding of any governmental agency or self-regulatory organization; or (iii) in connection with exercising his/her right, where applicable, to report any suspected wrongdoing under applicable law or to file or participate in an administrative charge or complaint with any governmental agency or self-regulatory organization; provided that under (i) and (ii), unless prohibited by law, the supervised person must also provide Champlain with prompt advance notice of the disclosure and further provided that, in all cases the supervised person will take all reasonable steps to protect the confidentiality of any information disclosed, including seeking confidential treatment by the relevant body, as applicable.
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PROHIBITION AGAINST INSIDER TRADING
Introduction
Trading securities while in possession of material, nonpublic information, or improperly communicating that information to others may expose supervised persons and Champlain to stringent penalties. The rules contained in this Code apply to securities trading and information handling by both supervised persons of Champlain as well as their immediate family members.
The law of insider trading is unsettled and continuously developing, as are the rules around rumor mongering. An individual legitimately may be uncertain about the application of the rules contained in this Code in a particular circumstance. Often, a single question can avoid disciplinary action or complex legal problems. A supervised person must notify the CCO immediately if he or she has any reason to believe that a violation of this Code has occurred or is about to occur.
General Policy
No supervised person may trade, either personally or on behalf of others (accounts managed by Champlain), while in the possession of material, nonpublic information, nor may he/she communicate material, nonpublic information to others in violation of the law. Disseminating information, regardless of validity, with the intent of manipulating the markets is prohibited. The spreading of false rumors or trading on information that is known to be false will also not be tolerated.
1. What is Material Information?
Information is material when there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions. Generally, this includes any information that, if disclosed, would have a substantial effect on the price of a company’s securities. No simple test exists to determine when information is material; assessments of materiality involve a highly fact-specific inquiry. For this reason, any questions about whether information is material should be directed to the CCO or COO.
Material information often relates to a company’s results and operations including, for example, dividend changes, earnings results, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidation problems, and extraordinary management developments.
Material information also may relate to the market for a company’s securities. Information about a significant order to purchase or sell securities may, in some contexts, be material. Prepublication information regarding reports in the financial press also may be material. For example, the United States Supreme Court upheld the criminal convictions of insider trading defendants who capitalized on prepublication information about The Wall Street Journal’s “Heard on the Street” column.
The term “material, nonpublic information” relates not only to issuers but also to Champlain’s securities recommendations and client securities holdings and transactions in the view of the SEC.
2. What is Nonpublic Information?
Information is “public” when it has been disseminated broadly to investors in the marketplace. For example, information is public after it has become available to the general public through the internet, a public filing with the SEC or some other government agency, the Dow Jones “tape” or The Wall Street Journal or some other
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publication of general circulation; additionally sufficient time must have passed so that the information has been disseminated widely.
3. Identifying Inside Information
Before executing any securities transaction either personally or on behalf of an advisory account, a supervised person must determine whether he or she has access to material, nonpublic information. A supervised person that believes he or she might have access to material, nonpublic information, should take the following steps:
§ | Report the information and proposed trade immediately to the CCO or COO. | |
§ | Do not purchase or sell the securities either personally or on behalf of an advisory account. | |
§ | Do not communicate the information inside or outside the firm, other than to the CCO or COO. | |
§ | After the CCO or COO has reviewed the issue, he or she will determine whether the information is material and nonpublic and, if so, what action the firm will take. |
Supervised persons should consult with the CCO or COO before taking any action. This high degree of caution will protect employees, our clients, and the firm.
4. Contact with Public Companies
Contact with public companies may represent an important part of our research efforts. The firm may make investment decisions on the basis of conclusions formed through such contact and analysis of publicly available information. However, difficult legal issues arise when, in the course of such contact, a supervised person of Champlain becomes aware of material, nonpublic information. This could happen, for example, if a company’s Chief Financial Officer prematurely discloses quarterly results to an analyst, or if an investor relations representative makes selective disclosure of adverse news to a handful of investors. In such situations, Champlain must make a judgment as to its further conduct. Supervised persons should contact the CCO or COO immediately if he or she believes that they have come in contact with material, nonpublic information.
5. Tender Offers
A tender offer is the opportunity to purchase stock of a corporation from its shareholders at a certain price within a stated time limit, often in an effort to wincontrol of the company. Tender offers represent a particular concern in insider trading law for two reasons. First, tender offer activity often produces extraordinary fluctuations in the price of the target company’s securities. Trading during this time period is more likely to attract regulatory attention (and produces a disproportionate percentage of insider trading cases). Second, the SEC has adopted a rule that expressly forbids trading and “tipping” while in the possession of material, nonpublic information regarding a tender offer received from the tender offeror, the target company, or anyone acting on behalf of either. Supervised persons of Champlain should exercise extreme caution any time they become aware of nonpublic information relating to a tender offer.
6. Restricted/Watch Lists
Although Champlain does not typically receive confidential information from portfolio companies, if it does receive such information it may take appropriate action to establish restricted or watch lists for certain securities.
The CCO or COO may place certain securities on a “restricted list.” Supervised persons are prohibited from purchasing or selling, either personally or on behalf of an advisory account, any restricted security during any period it is listed.
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The CCO or COO may place certain securities on a “watch list” that will allow compliance staff to more closely monitor transactions in those securities. The list will be disclosed only to a limited number of other persons deemed to be necessary recipients because of their roles in compliance.
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ANTI-CORRUPTION PRACTICES
Firms that engage in business activities outside of the United States may be subject to additional laws and regulations including the U.S. Foreign Corrupt Practices Act of 1977 as amended (the “FCPA”) and the U.K. Bribery Act 2010 (the “Bribery Act”), among others. Both of these laws make it illegal for U.S. citizens and companies, including their employees, directors, stockholders, agents, and anyone acting on their behalf regardless of their citizenship, to bribe non-U.S. government officials. Additionally, the Bribery Act also criminalizes commercial bribery, public corruption, as well as the receipt of improper payments.
General Policy
Recognizing Champlain’s commitment to its clients, all supervised persons are required to conduct themselves with the utmost loyalty and integrity in their dealings with our clients, customers, stakeholders, and one another. Improper conduct on the part of any employee puts the firm and its personnel at risk. Accordingly, all supervised persons are not only expected but required to promptly report their concerns about potentially illegal conduct as well as violations of our company’s policies to the CCO, COO, or a member of the Operating Committee.
· | Due to both regulatory implications and the Gifts and Entertainment section in this Code, supervised persons are prohibited from providing anything of value to an official or employee of a non-U.S. government or political entity or a candidate for public office without obtaining approval from the CCO or COO. Approval must also be obtained for any gift or entertainment valued in excess of $50 USD per person given to or received from officials or employees of any non-U.S. entity. | |
· | Supervised persons should contact the CCO or COO directly with any questions concerning the firm’s practices, particularly when there is an urgent need for advice on difficult situations in foreign jurisdictions. | |
· | Supervised persons are required to promptly report to the CCO, COO, or a member of the Operating Committee any incident or perceived incident of bribery. Consistent with reporting procedures outlined in the Reporting Violations and Sanctions section in this Code, such reports will be investigated and handled promptly and discretely. |
Violations of the firm’s anti-corruption policies may result in disciplinary actions up to and including termination of employment.
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SOCIAL MEDIA
“Social media” is an umbrella term that encompasses various activities that integrate technology, social interaction, and content creation, and is a means mass communication that is evolving dynamically. Social media may use many technologies including, but not limited to, blogs, microblogs, wikis, photo and video sharing, podcasts, social networking, and virtual worlds. The terms “social media,” “social media sites,” “sites,” and “social networking sites” (such as Facebook, LinkedIn and Twitter) are used interchangeably herein.
The proliferation of such electronic means of communication presents new and ever-changing regulatory risks for Champlain. As a registered investment adviser, use of social media by Champlain and/or its supervised persons must comply with applicable provisions of the federal securities laws including, but not limited to, the anti-fraud, compliance, and record-keeping provisions. For example, business- or client-related comments or posts made through social media risk breaching applicable privacy laws or may be considered “advertising” under applicable regulations thereby triggering content restrictions and special disclosure and record-keeping requirements. Employees should be aware that the use of social media for personal purposes may also have implications for Champlain, particularly when the employee is identified as an employee or representative of the firm. Accordingly, Champlain seeks to adopt reasonable policies and procedures to safeguard the Firm and its clients.
Supervised Person Usage Guidelines, Content Standards and Monitoring
· | Champlain may maintain a firm profile page on social networks, however any business-related information provided therein should be limited to a brief overview of the firm (e.g. type of firm, date found, firm mission, investment team members etc.). | |||
· | Champlain’s social network profile pages will be developed by Marketing and reviewed by the CCO or his designee on an ongoing basis. | |||
· | Supervised persons may maintain a personal profile page on social networks such as Facebook, LinkedIn, or Twitter, however business-related information may only be provided on LinkedIn, college/university alumni or professional databases, or on other sites as approved by the CCO or COO; LinkedIn profiles must be reviewed by Compliance and should include a brief current job description, a professional photo, with other information limited to objective and verifiable information such the firm name and position title. | |||
· | Supervised persons with LinkedIn profiles must have their account affiliated with their Champlain email address. | |||
· | Social networks may not be utilized for business-related communication unless otherwise approved under specific conditions by the CCO or COO; communication with clients or prospective clients on social networks should be limited to “linking to your network” and non-business-related communication. | |||
· | Making professional recommendations on social media sites are not permitted as they may be deemed testimonials under advertising rules. | |||
· | Postings on listservs or other professional group websites regarding topics such as job openings or questions about vendors and services, etc. must be pre-approved by the CCO or COO. | |||
· | Supervised persons are also prohibited from: | |||
– | posting any misleading statements | |||
– | posting any information about the firm’s clients, investment recommendations (including past specific recommendations), investment strategies, products and/or services offered by our firm, or trading activities | |||
– | soliciting comments or postings regarding Champlain that could be construed as testimonials |
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– | soliciting client recommendations on LinkedIn or from publicly posting a client’s recommendation to their LinkedIn profile | |||
– | linking from a personal blog or social networking site to Champlain’s website or maintaining any individual blogs or network pages on behalf of the firm. |
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Exhibit 99.28(p)(x)
CODE OF ETHICS
BAILLIE GIFFORD COMPLIANCE MANUAL
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CODE OF ETHICS | 2019 |
Index of Updates | 3 | |
1. Introduction | 5 | |
1.1 | Application | 5 |
1.2 | Scope | 5 |
1.3 | Purpose | 5 |
1.4 | Staff Obligations | 5 |
1.5 | Violations | 6 |
1.6 | Interpretation and Waiver | 6 |
1.7 | Monitoring | 6 |
1.8 | Material Changes | 6 |
2. Ethical Principles | 6 | |
2.1 | Introduction | 6 |
2.2 | Guiding Ethical Principles | 7 |
2.3 | Resolving Ethical Issues | 9 |
3. Conflicts of Interest | 9 | |
3.1 | Introduction | 9 |
3.2 | Identification and Types of Conflict of Interest | 9 |
3.3 | Duty to Disclose | 10 |
3.4 | Outside Business Interests and Personal Associations | 10 |
4. Personal Account Dealing Policy | 13 | |
4.1 | High Level Overview | 13 |
4.2 | General Rule on PA dealing | 13 |
4.3 | Application of Personal Account Dealing Policy | 14 |
4.4 | Prohibited and Exempt Securities and Transactions | 15 |
4.5 | Procedures for Obtaining Permission | 16 |
4.6 | Practical procedures to be followed in special circumstances | 17 |
4.7 | Reporting Requirements | 18 |
4.8 | Summary table of Security Types and Pre-Clearance and Reporting Requirements | 18 |
5. Inducements Policy | 20 | |
5.1 | Guidelines | 20 |
5.2 | Restrictions in Connection with the Sale of Package Products, i.e. OEICs | 24 |
5.3 | Packaged Products Guidance on Reasonable Indirect Benefits | 25 |
5.4 | FINRA Specific Requirements for Registered Persons of BGFS | 26 |
5.5 | Specific Requirements for BGA(HK) | 26 |
6. Acknowledgement and Certification | 26 | |
6.1 | Receipt and Acknowledgement of the Code | 27 |
6.2 | Annual Report to Baillie Gifford Boards | 27 |
2
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CODE OF ETHICS | 2019 |
Index of Updates
Date | Reason for change | Material Change | Regulatory Requirement |
October 2017 | Changes made to reflect MiFID II requirements. New requirements on Inducements relating to MiFID, equivalent third country or optional exemption business under FCA COBS 2.3A for firms which make personal recommendations to a retail client in the UK and, in particular, rules on inducements relating to the provision of investment services and ancillary services that the FCA will adopt under new FCA COBS 2.3A 5R. Chapter 5 updated with minor housekeeping changes throughout. | Yes | Yes |
May 2018 |
4.5.1. Separate broker notification letter for BGFS representatives no longer required. 4.5.1. New paragraph added about broker confirmations. 4.8. Minor updates to description of unlisted investments in the summary table. Minor housekeeping changes throughout the policy to change all references to holdings reports to Code of Ethics Declarations. |
No |
No |
August 2018 | Minor updates to summary table in section 4.8 to include references to cryptocurrencies and structured deposits. | No | No |
September 2018 | Removal of references to Baillie Gifford Life Limited. This entity is no longer carrying out insurance business and has applied for the cancellation of all its regulatory permissions. | No | No |
October 2018 | New Guidance for partners and staff considering external appointments section added to the Conflicts of Interest chapter of the Code of Ethics Policy, plus a link to the guidance note. Not a material change as this is the publication of guidance and not a Code of Ethics Policy change. Summary table in section 4.8 updated to consolidate the two rows relating to exchange traded funds into one row. | No | No |
November 2018 | Housekeeping update to the PA dealing policy following changes to the workplace pension arrangements. | No | No |
January 2019 |
Additional client requirement added to the list of clients with specific requirements link in section 5.1.15. Change of job title for Lindsay Gold from Head of Compliance to Compliance Director (Page 5). Reference to CFTC added in Section 6.0. Changes to ensure BGE is covered by the policy. |
No
No
No No |
No
No
Yes No |
March 2019 | Updates to summary table in section 4.8 to reflect the 3 security types added. Certificate of Deposit, Fixed Term Deposit and Fixed Term Bond. | No | No |
April 2019 | Changed Lindsay Gold’s title from Head of Compliance to Compliance Director and changed Monitoring, Ethics Conduct and Assurance team name to Monitoring and Ethics team. | No | No |
July 2019 | Update political contributions sections to confirm that pre-clearance can be obtained from US based Compliance Counsel and the Code of Ethics team, rather than the Compliance Director. | No | No |
September 2019 | Updates made to reference the new FCA Conduct Rules introduced under SMCR and make enhancements to the Outside Business Interests section. | Yes | Yes |
September 2019 | OBI section of the policy updates to include anew table of examples and a new streamlined process which consolidates the pre-existing Code of Ethics policy and the HR OBI and Employment Policy which has since been decommissioned. | Yes | No |
September 2019 | Whistleblowing Policy removed (now standalone), BGA(HK) semi-annual declaration process referenced and various housekeeping amendments. | No | No |
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CODE OF ETHICS | 2019 |
Letter from the Joint Senior Partner and Compliance Director
Dear Colleagues,
The Code of Ethics Policy is a very important area for us because our clients have put a great deal of trust in Baillie Gifford to manage their assets in their long-term interests. For us to respect that trust there are two things that we must focus on:
· | Firstly, making sure that we put clients’ interests at the heart of everything that we do; and |
· | Secondly, making sure that we identify and manage any conflicts of interest between our interests and those of the client. |
The compliance culture and ethics of a firm are vitally important to clients and regulators alike. Our clients refer to the Code of Ethics Policy as the “window on the culture of the firm”. They are interested in adherence with the policy and often ask for information on code violations as an indicator of the overall culture of the firm.
Regulators have also put ‘culture’ and ‘conduct’ at the centre of their agenda. Culture is regarded as the DNA of the business; shaping behaviours and ethics. At Baillie Gifford we have built our reputation by our conduct as individuals, acting with integrity and in the interests of our clients.
The Code of Ethics Policy sets out the processes, procedures and principles in this area and we ask you to give it your full attention. If you have any questions, please do not hesitate to contact a member of the Compliance Monitoring and Ethics team or email CodeofEthicsQueries@bailliegifford.com.
Thank you.
Andrew Telfer | Lindsay Gold | |
Joint Senior Partner of Baillie Gifford & Co | Compliance Director and Chief Compliance Officer of Baillie Gifford Overseas Ltd |
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CODE OF ETHICS | 2019 |
1. Introduction
1.1 | Application |
The Code of Ethics applies to
· | All employees of Baillie Gifford entities | |
· | Partners | |
· | Fixed term, temporary and agency staff | |
· | Interns and summer students | |
· | Secondees | |
· | Individuals providing services via Personal Service Companies | |
· | Contractors (with systems access) |
Each of these individuals and in some specified cases, persons who are connected to the individual, are required to comply with the Code of Ethics which forms part of the ‘Personal Responsibilities’ section of the Group Compliance Manual (located via the Landing Page on the Loop) and their employment contract. These individuals are known as ‘access persons’ for the purposes of US securities laws.
1.2 | Scope |
The Code covers all firms within the Baillie Gifford Group and has been adopted by the relevant Boards of Baillie Gifford regulated entities within the Group and the Group’s Compliance Committee. It is designed to ensure compliance with relevant regulatory requirements applicable to the Baillie Gifford Group and in particular UK FCA, CBI and US SEC requirements.
The Code of Ethics covers:
· | the FCA Conduct Rules which apply to the vast majority of staff11 | |
· | guiding ethical principles which apply to all staff | |
· | managing conflicts of interest which may occur between Baillie Gifford and the personal interests of members of staff | |
· | personal dealings in shares | |
· | receiving and giving of gifts, hospitality and other forms of inducement. |
1.3 | Purpose |
At Baillie Gifford we have a fiduciary duty to our clients when acting as their investment manager or adviser. This requires us at all times to act in the best interests of our clients and to treat them fairly. We must avoid situations where we place our own interests ahead of the interests of clients. The Code of Ethics is designed to assist us in ensuring we meet these fiduciary standards when acting for clients.
1.4 | Staff Obligations |
As a member of staff, you are obliged to comply with your regulatory obligations under the various regulatory systems to which the Group is subject, including applicable federal securities laws. You are required to:
· | Read and adhere to the Code of Ethics. If you have any questions, please email CodeofEthicsQueries@bailliegifford.com (secure mailbox); and | |
· | Complete and submit a Code of Ethics Declaration and submit a Certificate of Compliance on first becoming a member of staff and annually thereafter. |
1 The Conduct Rules do not apply to ‘ancillary staff’ not performing a financial services role. This would cover our mailroom staff, security guards, cleaning and catering staff.
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You will be provided with details of any changes to the Code at the time these are made. Training will be provided on the terms of the Code as part of your staff induction and annually thereafter, or more frequently in the event of a material change.
1.5 | Violations |
Failure on the part of members of staff or their Connected Persons (where applicable) to follow these procedures will be taken seriously and regarded as a disciplinary matter under the rules and procedures set out in the Staff Handbook. If it is determined that gross misconduct has taken place, the member of staff may be subject to instant dismissal without payment in lieu of notice.
In addition, any conduct by a member of staff that violates the Code of Ethics, including the Ethical Principles, will be considered from an FCA Conduct Rule Breach perspective (see section 2.1 below for details of the FCA Conduct Rules). If it is deemed that a Code of Ethics violation is significant in nature (e.g. evidence of intent; client materially affected; trend of repeated violations etc.), it may be escalated within Baillie Gifford to be assessed further by senior members of the HR, Compliance and Business Risk departments. Depending on the severity of the case, a formal Conduct Rule Breach may subsequently be reported to the FCA in accordance with regulatory reporting timelines.
Any member of staff who becomes aware of a violation of the Code of Ethics must promptly report that violation to the Compliance Director, who may, at his discretion, refer the violation to the Legal and Compliance Partner as well as the relevant Board and Compliance Committee for resolution in terms of section 1.6 below.
1.6 | Interpretation and Waiver |
With respect to matters of interpretation or dispute arising under the Code of Ethics, the Compliance Director may refer to the Compliance Committee of Baillie Gifford who may, exercising their reasonable judgment, make determinations as to the meaning and effect of the Code of Ethics. The Compliance Director may, in consultation with the Compliance Committee, grant written waivers of the provisions of the Code in appropriate instances. However, waivers will be granted only in rare instances and some provisions of the Code that are mandated by law or regulation cannot be waived. The Compliance Director is responsible for maintaining appropriate records of and preparing any reports required with respect to, any waivers of provisions of the Code.
1.7 | Monitoring |
Adherence by staff to the terms of the Code will be monitored by the Compliance Department. The issue, receipt and content of Code of Ethics Declarations and Certificates will be co-ordinated and monitored by that Department. Regular monitoring of personal account dealing, gifts and entertainment records and other forms of inducements will also be undertaken to ensure there are no actions which are contrary to our regulatory obligations and that we always act in the best interests of clients. The results of this monitoring will be reported to the relevant Boards and Compliance Committee.
1.8 | Material Changes |
Material changes to the Code of Ethics must be ratified by the relevant Boards of the SEC regulated firms and investment companies within the Group and the Group’s Compliance Committee.
2. Ethical Principles
2.1 | Introduction |
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Baillie Gifford’s reputation and success is based upon its professional conduct and maintenance of high ethical standards. It is expected and indeed demanded from our clients that we adhere to robust ethical standards in all aspects of our activities.
This section of the Code of Ethics sets out guiding principles which apply to all staff relating to ethical conduct. It also provides some guidance on addressing and resolving ethical issues.
In addition, many individuals within the Group will be subject to ethical principles and codes of conduct which are adopted by various professional organisations to which they are members. Baillie Gifford’s Code of Ethics is designed to be complementary to, and consistent, with these other standards.
The FCA’s Senior Managers and Certification Regime (SMCR) introduces a set of Conduct Rules which reflect the core standards expected of staff who work within the Financial Services industry. These can be found in the FCA’s Code of Conduct sourcebook (COCON) and are composed of nine rules, five of which are applicable to all staff (other than ‘ancillary staff’ referred to earlier) and four additional rules applicable only to Senior Managers. The five Conduct Rules which are applicable to all staff are as follows:
1. | You must act with integrity; | |
2. | You must act with due care, skill and diligence; | |
3. | You must be open and cooperative with the FCA, PRA and other regulators; | |
4. | You must pay due regard to the interests of customers and treat them fairly; and | |
5. | You must observe proper standards of market conduct. |
These conduct rules compliment Baillie Gifford’s own guiding ethical principles and are embedded within these. The four additional rules applicable only to Senior Managers are covered separately in the SMCR Policy.
The Code of Ethics cannot cover every ethical situation that might arise at Baillie Gifford. After having read and understood the content of the Code of Ethics Policy, all members of staff will be responsible for complying not only with its letter, but also with its spirit and principles. These are set out in the Guiding Ethical Principles below.
2.2 | Guiding Ethical Principles |
Each member of staff must follow these guiding principles:
2.2.1. | Fairness |
To act fairly at all times when dealing with clients and counterparties of Baillie Gifford. Fairness requires impartiality, objectivity, and honesty.
For example, when communicating with clients you should make every reasonable effort to provide full, fair and accurate information and should avoid withholding any relevant information.
A non-exhaustive list of other examples of conduct that might breach the fairness principle is as follows:
· | Misleading a client about the risks of an investment; | |
· | Misleading a client about the likely performance of a product by providing inappropriate projections of future returns; or | |
· | Failing to acknowledge, or seek to resolve, mistakes in dealing with clients. |
2.2.2. | Honesty and integrity |
To act honestly and with integrity in fulfilling the responsibilities of your role and seek to avoid any acts or omissions or business practices which damage Baillie Gifford’s reputation or which are deceitful, oppressive, or improper.
For example, Baillie Gifford should only employ fair methods to win or retain business for the firm. Staff should avoid offering unduly lavish or overly frequent gifts and hospitality and should avoid ‘pay to play’ practices, i.e. making political contributions to those in a position to influence the selection of Baillie Gifford. Baillie Gifford is committed to carrying on business fairly, honestly and openly and has a zero-tolerance approach to bribery.
A non-exhaustive list of other examples of conduct that might breach the honesty and integrity principle is as follows:
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· | Falsifying documents; | |
· | Providing false or inaccurate information to a client, regulator, auditor, Baillie Gifford itself or a third party; | |
· | Mismarking the value of investments; | |
· | Misleading others in Baillie Gifford about the nature of risks being accepted; or | |
· | Failing to disclose personal dealing activity; receipt or provision of gifts and entertainment; political contributions or other outside business interests as required by the Code of Ethics. |
2.2.3. | Adherence to law and regulation |
To observe applicable law, regulations and professional conduct standards when carrying out your activities and to interpret and apply them to the best of your knowledge and ability according to these guiding ethical principles. To be open and cooperative with Baillie Gifford’s regulators.
For example, you must familiarise yourself with, and adhere to at all times, the requirements contained in the: Anti-Financial Crime Policy; the Anti-Money Laundering, Counter-Terrorist Financing & Sanctions Policy; the Anti-Bribery & Corruption Policy; the Code of Ethics Policy; the Market Abuse and Insider Dealing Policy; Data Protection Policy; and Information Security & Electronic Communications Policy. These policies set out your personal compliance responsibilities and are available to all staff in the ‘Personal Responsibilities’ section of the Group Compliance Manual.
A non-exhaustive list of conduct that might breach the open and cooperative with regulators principle is as follows:
· | Providing false or inaccurate information to regulators; | |
· | Failing to supply a regulator with appropriate documents or information when requested or required to do so and within the time limits attaching to that request or requirement; or | |
· | Failing to attend an interview or answer questions put by a regulator. |
2.2.4. | Market conduct |
When executing transactions or engaging in any form of market dealings, to observe the standards of market integrity, good practice and conduct required by, or expected of, participants in that market. To comply with relevant market codes and exchange rules.
2.2.5. | Loyalty to clients |
To place the interests of our clients ahead of your own interests and to manage fairly and effectively, and to the best of your ability, any relevant conflict of interest. To the extent feasible, conflicts of interest should be avoided or at least appropriately managed and disclosed in accordance with Baillie Gifford’s conflicts procedures.
Baillie Gifford’s investment recommendations and other proprietary information are for the exclusive use of our clients. We should not use this proprietary information for personal benefit. If in doubt, refer to the Compliance Department for guidance.
2.2.6. | Maintaining confidentiality |
To respect the confidentiality of information on current, former and prospective clients which is obtained through your work and refrain from using or disclosing this for unethical purposes or illegal advantage.
For example, you must be extremely careful when sharing confidential client data with an outside party and should only do so if it is absolutely necessary. Authorisation may be required from your Head of Department for this. If in doubt, you should refer to the Information Security and Electronic Communications Policy (located in the Staff Handbook on the Loop) which includes the three levels of data security classification and rules on how to handle this data.
2.2.7. | Transparency |
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If you are in any doubt that you may have a conflict of interest, or if you think that there could be a perception of one, you should disclose the details to your Head of Department, to the Compliance Department or to the relevant chairperson of the board, committee or group concerned, as appropriate.
For example, consider the situation where you have a personal shareholding in a company and you are contributing to an investment discussion on whether to buy this company for clients. It may be appropriate to disclose this potential conflict to the chairperson of that decision-making group.
2.3 | Resolving Ethical Issues |
In business life we will be confronted from time to time with ethical issues to determine. In dealing with these an important consideration is any impact the decision may have on clients. Also, has the process of coming to the decision been fair, with full consideration of the facts, issues and alternatives? Has it involved all stakeholders with an interest? Have you identified any competing interests or conflicts of interest? These questions would be relevant where considering whether to accept a gift or entertainment, and also considering the implications of an incident.
3. Conflicts of Interest
3.1 | Introduction |
Inherent throughout the Code of Ethics is the principle that all members of staff have a responsibility to place the interests of the Group’s clients ahead of their own and resolve conflicts in favour of the Group’s clients. In order to achieve this, all activities undertaken by members of staff must be conducted in such a manner as to avoid any actual or potential conflicts of interest or any abuse of an individual’s position of trust and responsibility. Furthermore, all action taken by staff must be undertaken in a manner which does not interfere with the interests of Baillie Gifford’s clients or take unfair advantage of Baillie Gifford’s relationship with its clients.
3.2 | Identification and Types of Conflict of Interest |
3.2.1. | What is a conflict of interest? |
A conflict of interest arises when personal matters or obligations interfere with business activities and influence the decisions made by members of staff, which have or could have a detrimental effect on the firm’s clients. When considering conflicts of interest, it is important to consider how the situation would be viewed by an independent party.
3.2.2. | Identification of conflicts of interest |
Conflicts of interests which require to be identified by members of staff are those which arise between:
· | the Group, its connected persons and a client of the Group; or | |
· | one client of the Group and another client of the Group. |
3.2.3. | Types of conflicts of interest |
When identifying whether a conflict of interest arises in the course of business and whether the existence of this conflict may adversely affect the interests of a client, staff should consider whether the individual, firm or certain persons connected with the firm:
· | are likely to make a financial gain or avoid a financial loss at the expense of a client; | |
· | has an interest in the outcome of the service provided to the client or of a transaction carried out on behalf of the client; | |
· | has a financial or other incentive to favour the interest of another client or group of clients over the interests of the client; | |
· | carries on the same business as the client; or |
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· | receives or will receive from a person (other than the client) an inducement in relation to the service provided, in the form of monies, goods or services, other than the standard commission or fee. |
The Group Compliance Manual (located via the Landing Page on the Loop) contains Baillie Gifford’s conflicts policy and matrix. This matrix details potential and actual conflicts of interest which have been recognised by the firm. Please refer to this document for further information regarding the types of conflict which have been identified.
If you are in doubt about whether a conflict has arisen please consult the Compliance Director.
3.3 | Duty to Disclose |
All members of staff have in the first instance an obligation to manage or avoid all conflicts of interest. If it is not possible to manage or avoid a conflict of interest, then the potential or actual conflict which may impair your objectivity when undertaking your daily activities must be disclosed. All disclosures should be made to your Head of Department and the Compliance Director.
3.4 | Outside Business Interests and Personal Associations |
A personal conflict of interest can arise in relation to certain outside business interests or personal associations. Members of staff must ensure that they do not engage in any activities that would detract, divert from or conflict with, the proper performance of their Baillie Gifford employment or would conflict with the interests of the firm or our clients. Members of staff must also ensure that any personal association does not affect, or reasonably appear to affect, our conduct or actions in Baillie Gifford and therefore conflict with our duties to clients or the firm.
To ensure that we comply with the requirements of global regulation, we require members of staff and Partners to inform Compliance at CodeofEthicsQueries@bailliegifford.com of any external interests at any time during employment.
3.4.1 Types of Outside Business Interests
The following table is a non-exhaustive list of potential outside business interests. If you have any other interests or activities that you think may need to be disclosed, please contact the Compliance Monitoring and Ethics team for guidance at CodeofEthicsQueries@bailliegifford.com (secure mailbox).
Outside Business Interest | Disclosure Requirements | |
Paid work out with Baillie Gifford. |
In general, all regular paid work outwith Baillie Gifford should be disclosed. It should also be agreed with your line manager and/or head of department as appropriate.
Discretion can be used for any ad hoc paid work that is de minimis in nature and has no obvious connection to Baillie Gifford business. Such paid work is unlikely to require disclosure.
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Business related external directorships, non-executive directorships or other external board/committee appointments (e.g. nominations committee). |
All such appointments must be disclosed and receive prior approval from the Compliance Director.
In addition, all Partners and Chief Executive |
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3.4.2 Outside Business Interests disclosure procedures
The Compliance Monitoring and Ethics team are the central hub for all outside business interest disclosures. This team will disseminate relevant information as appropriate to the Human Resources Department, Group Governance Services Department and the Compliance Policies, Training and Reporting and Anti-Financial Crime teams.
Outside business interest disclosures should be emailed to the Compliance Monitoring and Ethics team (CodeofEthicsQueries@bailliegifford.com) at the earliest opportunity. Where possible, this should be prior to the commencement of any role or appointment. Disclosures should contain the following information:
· | Date the outside business interest commenced or ceased; | |
· | Name of the external company/organisation and brief description of what they do; | |
· | Brief description of your role/involvement; | |
· | Details of any remuneration if applicable; |
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· | Details of any connection to Baillie Gifford (e.g. client or prospective client, investee company, broker, supplier etc.). |
If applicable, the Compliance Monitoring and Ethics team will obtain approval from the Compliance Director on your behalf and will either confirm that this has been received or will request further information if required.
Please note that Partners or Chief Executive Officers of Baillie Gifford subsidiary companies who require to seek approval from the joint Senior Partners for external appointments, must seek this approval themselves.
In addition to the above:
- | Requirements for FCA Regulated Roles |
The Firm is required to ensure that individuals in FCA regulated roles are fit and proper to perform the activities for which they are regulated and that they do not engage in any activities which could conflict with the performance of their role. In addition to the above requirements, individuals in regulated roles must inform Compliance when:
o | they become aware that a company, partnership or unincorporated association of which the individual has been controller, director, senior manager, partner or company secretary (either during the time they held the position or within one year of such involvement) has: | |
o | been put into liquidation, wound up, ceased trading, had a receiver or administrator appointed or entered into a voluntary arrangement with its creditors | |
o | been adjudged by a court liable for any fraud, misfeasance, wrongful trading or misconduct | |
o | been investigated or been involved in an investigation by an inspector appointed under companies or any other legislation, or required to produce documents to the Secretary of State, or any other authority, under any such legislation | |
o | been convicted of any criminal offence, censured, disciplined or publicly criticised, by any inquiry, by the Takeover Panel or any governmental or statutory authority, or any other regulatory body |
- | Specific Requirements for BGFS |
Registered Persons of BGFS are required to obtain prior written approval from the Chief Compliance Officer of BGFS for any Contractor, Director, Office or Partner appointments or any work for which they expect to receive compensation outside of their Baillie Gifford employment. Please note that this supersedes the requirement to obtain approval from the Compliance Director.
- | Specific Requirements for BGA(HK) |
Licensed Persons of BGA(HK) are required to obtain prior written approval from the Compliance Officer of BGA(HK) for any Director appointments or any work for which they will receive compensation outside of their Baillie Gifford employment. The Compliance Monitoring and Ethics team will co-ordinate this. In addition to the above, there are also SFC Notification requirements relating to any directorships, partnerships or proprietorships taken on by a licenced representative. The BGA(HK) Compliance Officer will advise on the relevant steps to take with regards to this notification.
3.4.3 Personal Associations
We also must take steps to ensure that any personal interest or personal association does not affect, or reasonably appear to affect, our conduct or actions in Baillie Gifford and therefore conflict with our duties to clients or the firm. Any Significant Relationship with another person working in a relevant business connected to Baillie Gifford may need to be disclosed by email to the Compliance Department (CodeofEthicsQueries@bailliegifford.com).
Relevant businesses would include:
· | Investment managers | |
· | Brokers | |
· | Clients of Baillie Gifford | |
· | Consultants/advisers to clients of Baillie Gifford or investors in Baillie Gifford funds | |
· | Companies in which Baillie Gifford invests on behalf of our clients | |
· | Other organisations with which Baillie Gifford has a contractual relationship. |
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A relationship with another person would be deemed significant if an independent third party might reasonably consider that it could affect your actions or those of a personal associate (whether or not it does so affect your conduct). If you have a relationship with an associated person that could potentially give rise to a conflict of interest, or the perception of one, then this should be disclosed to the Compliance Department. The Compliance Department will determine if the relationship needs to be recorded and whether any action needs to be taken to manage the conflict.
These disclosures are designed to ensure that our work is carried out on behalf of clients in an environment that is free from any suggestion of improper influence. If you are in any doubt as to whether a business interest or personal association or relationship needs to be disclosed, please contact a member of the Compliance Department for guidance.
3.4.4 Record Keeping and Annual Certification
A record of all Outside Business Interests and Personal Associations disclosed to Compliance will be maintained in the Code of Ethics System. These will form part of your personal Annual Code of Ethics Declaration. Updates can be made to these disclosures when completing your annual declaration, or alternately at any point throughout the year by emailing the details to Compliance (CodeofEthicsQueries@bailliegifford.com).
4. Personal Account Dealing Policy
4.1 | High Level Overview |
Baillie Gifford’s first priority is in ensuring that in all circumstances, the firm’s clients’ interests are placed first and each client obtains the best execution of trades which we can arrange on their behalf. In order to ensure that this priority is consistently met, all staff have a responsibility to ensure that in no circumstances will clients be disadvantaged by employee PA Dealing.
The basic premise of Baillie Gifford’s PA Dealing Policy is that PA Dealing is permitted subject to a number of restrictions. Baillie Gifford therefore gives general permission to all members of staff and to their Connected Persons (defined later) to carry out investment transactions in designated investments in accordance with the following procedures. All staff must ensure that undertaking PA Dealing activities does not distract them from their day-to-day responsibilities.
4.2 | General Rule on PA dealing |
A member of staff or their Connected Persons are prohibited from
1. | Entering into a PA deal where |
a) | that person is prohibited from entering into it under the law and regulations governing market abuse and insider dealing as set out in the Baillie Gifford Market Abuse Policy. The Policy requires that no member of staff make personal use of material non-public information or engage in a securities transaction available only by reason of his or her position within Baillie Gifford. If a member of staff is aware that an investment opportunity is being actively considered by Baillie Gifford, they must first ensure that this is made available to Baillie Gifford before taking personal advantage of the opportunity. It is the personal responsibility of the member of staff to ensure that they are familiar with the provisions of that Policy. |
b) | it involves the misuse or improper disclosure of confidential or proprietary information relating to clients or transactions for clients; or |
c) | it conflicts or is likely to conflict with an obligation under Directive 2014/65/EU (MiFID II) or other regulatory obligations which Baillie Gifford owes to its clients. |
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2. | Advising, recommending or procuring any other person to enter into a transaction which would be precluded under 1 above. |
3. | Disclosing any information or opinion to any other person where it is reasonably likely that the result of that disclosure will lead to an activity precluded under 1 or 2 above. |
a) | Entering into a PA deal or purchasing a contract of insurance, the purpose of which is to hedge away the risk of any downward adjustment in deferred remuneration which that member of staff may be entitled to receive under the firm’s remuneration policy. |
A person will be considered to have undertaken such personal hedging if:
a) | The staff member enters into a contract with a third party; and |
b) | The contract requires the third party to make payments directly or indirectly to the staff member that are linked to or commensurate with the amounts by which the staff member’s variable remuneration has been reduced. |
Failure on the part of members of staff or their Connected Persons to follow these procedures will be regarded as a disciplinary matter under the rules and procedures set out in the Code. If it is determined that gross misconduct has taken place, the member of staff may be subject to instant dismissal without payment in lieu of notice (If you are in any doubt as to whether an intended transaction for yourself or for a Connected Person is subject to the rules of the Policy you should check with the Compliance Department beforehand).
The remainder of this policy details the following information:
4.3 | Application of Personal Account Dealing Policy |
4.4 | Prohibited and Exempt Securities and Transactions |
4.5 | Practical Procedures for Obtaining Permission |
4.6 | Practical Procedures to be followed in Special Circumstances |
4.7 | Reporting Requirements |
4.8 | Summary table of Security Types and Pre-Clearance and Reporting Requirements |
4.3 | Application of Personal Account Dealing Policy |
The PA dealing rules apply to the following:
· | All those listed in section 1.1 of this Policy |
And ‘Connected Persons’ which include:
· | Immediate family (immediate family includes spouses, co-habitees, children under the age of 18 and immediate family members sharing the same household. It would also include parents/in-laws or other persons where decision making as to their investments is taken by them under advice from the member of staff); | |
· | Organisations for whom members of staff have an active investment advisory input (this could include charities, churches, clubs etc); | |
· | Trusts where as trustee the member of staff exercises investment influence (i.e. as sole trustee or a trustee exercising a considerable influence. In this case the trust must be made aware of the connection with Baillie Gifford & Co and must be requested to report transactions in securities of companies under our management to the member of staff serving as a trustee. He should then report the transaction to the Compliance Director); and | |
· | Syndicates where friends/family group together for the purpose of purchasing shares |
Throughout this Policy, the above categories are referred to as Connected Persons.
The Policy applies to the following types of instruments (“covered securities”):
· | equities |
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· | bonds; | |
· | derivatives; | |
· | BG OEICS; | |
· | Investment Trusts and other close end vehicles; | |
· | unlisted investments; and | |
· | spread betting on financial instruments. |
It also applies to any investment in any of the above instruments through a wrapper product such as an ISA, SIPP, share plan, Variable Insurance Product or the Baillie Gifford workplace pension available through Aegon’s ARC platform.
The table in section 4.8 sets out various security types and transactions and whether they are covered by the Personal Account Dealing Policy, Preclearance and Reporting Requirements.
If a member of staff is in any doubt as to whether an instrument is included or not in the Policy they should contact the Compliance Monitoring and Ethics Team or email CodeofEthicsQueries@bailliegifford.com.
4.4 | Prohibited and Exempt Securities and Transactions |
4.4.1. | Prohibited securities and transactions |
No member of staff is permitted to purchase or sell, directly or indirectly, any security in which he or she acquires any direct or indirect personal holding and which, to his or her knowledge, is currently being purchased or sold by Baillie Gifford or which, to his or her knowledge, Baillie Gifford is actively considering recommending for purchase or sale. These prohibitions shall continue until the time that Baillie Gifford decides not to recommend such purchase or sale, or if this recommendation is made, until the time that Baillie Gifford completes, or decides not to enter into, the recommended purchase or sale. These prohibitions also apply to any purchase and sale by any member of staff of any convertible security, option, warrant or other derivative security, or any private placement of any issuer whose underlying securities are being actively considered for recommendation to, or are currently being purchased or sold by, Baillie Gifford. Any profits realised on trades made by members of staff within the proscribed period may require to be disgorged, particularly where the member of staff had, or was in a position to have had, knowledge of the fact that securities were being purchased or sold on behalf of Baillie Gifford’s clients.
4.4.2. | Exempt securities and transactions |
4.4.2.1 Securities exempt from pre-clearance requirements
The pre-clearance and reporting obligations shall not apply to the following exempt securities:
a) | purchases or sales of securities that are direct obligations of the government of the United States or United Kingdom, bankers’ acceptances, bank certificates of deposit, commercial paper, high-quality short-term debt instruments (including repurchase agreements); | |
b) | shares of money market mutual funds; | |
c) | shares of registered open-end management investment companies other than the Baillie Gifford sponsored OEICS and mutual funds; |
d) shares of US unit investment trusts (i.e. variable insurance contracts that are funded by insurance company separate accounts organised as unit investment trusts) that are invested exclusively in one or more registered investment companies. Please note that UK Investment Trusts are not exempt securities and that pre-clearance requirements apply.
The pre-clearance requirements shall not apply to the following transactions (although revised holdings will need to be disclosed in your Annual Code of Ethics Declaration):-
4.4.2.2 Transactions exempt from pre-clearance requirements
a) | purchases effected upon the exercise of rights (e.g. automatic reinvestment of dividends) provided by an issuer pro rata to all holders of a class of its securities to the extent such rights were acquired from such issuer, and sales of such rights so acquired; |
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b) | personal transactions effected under a discretionary portfolio management service where there is no prior communication in connection with the transaction between the portfolio manager and the relevant member of staff or other person for whose account the transaction is executed; |
c) | personal transactions in any default fund available in Baillie Gifford’s workplace pension available through Aegon’s ARC platform; |
d) | ongoing monthly transactions in an automatic investment plan, where permission was obtained for the initial investment and there has been no change to the standing instruction thereafter. |
4.4.3. | Prohibition on short-term profits |
No member of staff may engage in the purchase and sale, or sale and purchase, of the same (or equivalent) securities within 60 calendar days. All profits realised on such short-term trades will normally require to be disgorged. Subject to pre-clearance a securities transaction which occurs within the 60-day period as a result of a change in personal circumstances which takes place or becomes known during the period may not be considered a violation of this section or subject to the disgorgement rule upon review and approval of the Compliance Director.
4.4.4. | Investor PA trades (“Blackout Period”) |
Investment Personnel are not permitted to PA trade in the seven calendar day period after a fund/strategy that they are involved in has traded in the same security.
In addition, Investment Personnel are not permitted to PA trade in the seven calendar day period before a fund/strategy that they are involved in trades in the same security, where they were aware, at the point of requesting permission to trade and at the point of placing their PA dealing instruction, that a client order in that security was pending.
All profits realised on trades by Portfolio Managers within the proscribed period will normally require to be disgorged.
4.5 | Procedures for Obtaining Permission |
Prior to undertaking a PA Deal, members of staff are required to:
· | obtain permission to use their desired broker (it is only necessary to follow this procedure on the first occasion of using a particular stockbroker); and | |
· | to obtain internal pre-clearance from the Code of Ethics System (every time a PA deal is undertaken). |
It is important that members of staff take all reasonable steps to ensure that these procedures are followed by whoever is dealing. The onus is on the member of staff to obtain permission and ensure that contract notes are sent to the Compliance Director where the dealing is for a Connected Person.
4.5.1. | Procedures for obtaining broker permission |
Before a member of staff or a Connected Person begins to effect a transaction with a particular firm of stockbroker’s permission must be obtained to use that broker. It should be noted that this also applies to on-line dealing. The reason for this permission is to inform the Broker that the member of staff works for Baillie Gifford and to ensure that brokers supply to the Compliance Director, no later than 30 days after the end of the quarter in which the trading activity occurred, duplicate copies of confirmations of all personal securities transactions. Such confirmations may also contain a statement declaring that the reporting or recording of any such transaction shall not be construed as an admission that the member of staff making the report has any direct or indirect beneficial ownership in the security.
Each confirmation received from the broker shall be treated confidentially and will be maintained on file by the Compliance Department. The reports are, however, available for inspection by authorised members of the staff of regulatory authorities supervising Baillie Gifford’s investment business.
Note: No broker confirmation letters are required for transactions undertaken in an automatic investment plan, including the Baillie Gifford workplace pension available through Aegon’s ARC platform. Furthermore, no Non–
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Executive Director of a Baillie Gifford company shall be required to report or provide broker confirmation unless the Director knew or should have known that during the 15 calendar days before and after such Director’s transaction in any security, Baillie Gifford purchased or sold the same security, or Baillie Gifford considered purchasing or selling the same security.
In addition, broker confirmation letters may not be required if your broker operates a transaction data feed to Baillie Gifford’s Code of Ethics System (although your broker may require a separate declaration for this). Please contact CodeofEthicsQueries@bailliegifford.com for further details.
Every member of staff must (for their own dealing and that of a Connected Person):
· | Notify the firm of stockbrokers that they work at Baillie Gifford & Co; | |
· | Not accept or request any credit or special dealing facilities in connection with his dealings (The only exception to this rule is that the Management Committee may give special dispensation for members of staff to agree on rates. Where this permission is given the details must be supplied to the Compliance Director); | |
· | Notify the Compliance Director that they or their Connected Person proposes to deal with the particular firm of stockbrokers and obtain his permission to do so; | |
· | Prepare the relevant Broker Authorisation letter (either member of staff letter or Connected Person). Take two copies of the letter, both copies must be signed by the Compliance Director with one being sent to the stockbroker and the other copy sent to the Compliance Director; and | |
· | Ensure that a copy of the contract note is sent by the stockbroker to the Compliance Director or an electronic confirmation if provided through an on-line dealing service. |
The ‘quick guide’ document sets out the procedures for obtaining broker permission through the Code of Ethics System.
Click on the appropriate link below to obtain a copy of the Baillie Gifford Broker Notification Letter:
Letter 1 (Broker authorisation for member of staff)
Letter 2 (Broker authorisation for Connected Persons)
4.5.2. | Procedures for obtaining internal permission |
In addition to broker permission being obtained, members of staff are also required to obtain electronic internal pre-clearance from the Code of Ethics System. Pre-clearance of a PA deal will remain valid until close of business on the next business day from the time permission is obtained. If the proposed transaction is not completed during the period in which the pre-clearance is granted, the member of staff must seek additional pre-clearance prior to completing the transaction. In the case of postal deals (e.g. deals that require an application form or instruction form to be completed, i.e. dealing is not direct through a broker); your dealing instruction should be sent within this pre-clearance period, although the trade itself does not have to be executed.
The ‘quick guide’ document sets out the procedures for submitting Trade Requests through the Code of Ethics System.
PA Dealing information will be reviewed and monitored by the Compliance Department. Should the monitoring conducted by the Compliance Department detect a potential violation of this Code or any apparent trading irregularity, that Department shall take whatever steps deemed appropriate under the circumstances to investigate said potential violation or trading irregularity. If the Compliance Department reasonably believes a violation or trading irregularity to exist, said violation or trading irregularity shall be reported to the Legal and Compliance Partner.
4.6 | Practical procedures to be followed in special circumstances |
Remote Access to the Code of Ethics System: Remote access is available on all Baillie Gifford devices. If a member of staff is away from the office (e.g. on business or on holiday), trade requests can be submitted through all BG devices.
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Maternity/Parental Leave: If you are out of the office on maternity leave, or a period of flexible parental leave exceeding four weeks, there is no requirement for you to obtain PA dealing permission for any trades conducted by you (or a Connected Person) during this leave. If applicable, shareholdings in the Code of Ethics System can be amended upon your return to the office.
Limit Orders: The use of buy or sell limit orders is not prohibited under this policy, however, these must be carefully managed by members of staff as pre-clearance is only valid until close of business on the next business day from the time permission is obtained. If, upon expiry of the permission period, the limit price has not been met, the member of staff must obtain fresh permission via the Code of Ethics System or ensure the limit instruction is cancelled.
Stop Loss Orders: As for limit orders, stop loss orders (i.e. instruction to automatically sell securities if the share price reaches a pre-determined minimum price) are not prohibited under this policy, however, these must be carefully managed by members of staff as pre-clearance is only valid until close of business on the next business day from the time permission is obtained. If you wish to maintain a stop loss instruction beyond the permission period, fresh permission must be obtained via the Code of Ethics System.
4.7 | Reporting Requirements |
4.7.1. | Initial reporting requirements |
All new members of staff are required to disclose all personal securities holdings in which they have any direct or indirect holdings to the Compliance Department, within 10 days of commencing employment. The information provided must be current and no more than 45 days prior to the date the person joined the firm. Initial Code of Ethics Declarations must be submitted to Compliance who will record any holdings in the Code of Ethics System.
4.7.2. | Annual reporting requirements |
Each member of staff is also required to file an annual report disclosing all personal securities holdings by 1 February of each year. The information must be current as of a date no more than 45 days prior to the date the report was submitted. Annual Code of Ethics Declarations must be submitted electronically via the Code of Ethics System. The ‘quick guide’ document sets out the procedures for submitting an Annual Declaration via the Code of Ethics System.
Note: Declarations must include shares owned through an automatic investment plan. Each declaration may also contain a statement declaring that the reporting or recording of any such transaction shall not be construed as an admission that the member of staff making the report has any direct or indirect beneficial ownership in the security. Non–Executive Directors of Baillie Gifford companies are not required to provide initial or annual Code of Ethics Declarations.
4.7.3. | Specific Requirements for BGA(HK) |
Semi-Annual Holdings Disclosure – This requirement applies to all BGA(HK) employees, licenced persons, Managers-in-Charge, Directors, other than non-executive directors and it is in addition to the annual declaration. Each member of staff is required to file a report disclosing all personal securities holdings semi-annually in January and July each year. The information must be current and no more than 45 days prior to the date the report is submitted. Holdings reports must include shares owned through an automatic investment plan. This semi-annual exercise is coordinated and managed by the Compliance Department.
4.8 | Summary table of Security Types and Pre-Clearance and Reporting Requirements |
This list is not all inclusive and may be updated from time
to time. Please contact the Compliance Monitoring and Ethics team for guidance as needed or email CodeofEthicsQueries@bailliegifford.com.
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Security Type |
Covered
by
Code of Ethics Policy (“Covered Security”)? |
Pre-clearance
Required? |
Include in
Code of Ethics Declaration? |
Equity securities (publicly traded) | Yes | Yes | Yes |
Derivatives (futures and options) | Yes | Yes | Yes |
Corporate Bonds | Yes | Yes | Yes |
Government securities | No | No | No |
BG managed Investment Trusts | Yes | Yes | Yes |
Non-BG managed Investment Trusts | Yes | Yes | Yes |
BG managed OEICs | Yes | Yes | Yes |
Non-BG managed OEICs, Unit Trusts, mutual funds or other open-end vehicles | No | No | No |
Unlisted investments: · New issues, IPOs, private placements; · Equity Crowd funding. |
Yes | Yes | Yes |
Venture Capital Trusts (“VCTs”), Enterprise Investment Scheme (“EIS”), business angel investments. | Yes | Yes | Yes |
Spread betting on a covered security | Yes | Yes | Yes |
Spread betting on financial markets or non-financial instruments | No | No | No |
ETFs (“Exchange traded fund”) | Yes | Yes | Yes |
Cash ISAs | No | No | No |
Cryptocurrencies | No | No | No |
Structured Deposits in instruments covered by the Policy, e.g. shares, corporate bonds etc. | Yes | Yes | Yes |
Structured Deposits in instruments not covered by the Policy, e.g. indices, exchange rates etc. | No | No | No |
Certificate of Deposit | No | No | No |
Fixed Term Deposit | No | No | No |
Fixed Term Bond | No | No | No |
Peer-to-peer lending | No | No | No |
Default fund(s) investments held within Baillie Gifford’s workplace pension (ARC) | No | No | No |
Covered securities held within Baillie Gifford’s workplace pension (ARC) | Yes | Yes | Yes |
Investments within the Baillie Gifford Select SIPP | Yes | Yes | Yes |
Covered securities held within an ISA, SIPP, share plan or Variable Insurance Product. | Yes | Yes | Yes |
Covered securities held within a discretionary portfolio management service | Yes | No | Yes |
Covered securities acquired as a result of a corporate action*: · Bonus (or Scrip) issues; · Rights issues; · Takeovers; · Reorganisations; *where the member of staff has no influence over the timing and/or it is a set price (note: any subsequent sale of these securities would require pre-clearance). |
Yes | No | Yes |
Sale of nil-paid rights or the part sale of nil-paid rights to fund a partial take up of new shares. | Yes | No | Yes |
Free shares acquired as a result of de-mutualisation (note: any subsequent sale of these securities would require pre-clearance). | Yes | No | Yes |
Employee Incentive Share Schemes (Connected Persons): · Putting money aside for the future purchase of shares; · Buying shares at a set date and price; · Any subsequent sale of these shares |
No Yes Yes |
No No Yes |
No Yes Yes |
Monthly direct debit investments (in covered securities): · Initial monthly investment; · Ongoing monthly investments (if no change to initial instruction); · Change to initial instruction (increase, decrease, cancel, switch). |
Yes Yes Yes |
Yes No Yes |
Yes Yes Yes |
Transfer of covered security: · from one person to another; · from one product to another; where there is no change to the underlying holding (excluding shares sold to cover fees). * you will need to inform Compliance of the new account where the shares will be held. |
Yes | No | Yes* |
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5. Inducements Policy
An area where a conflict of interest may arise is in the context of the giving or receipt of a gift or hospitality which may be viewed as a form of inducement.
Baillie Gifford must take reasonable steps to ensure that it and any person acting on its behalf does not pay or accept any fee or commission or provide or receive any non-monetary benefit if it is likely to conflict to a material extent with any duty that Baillie Gifford owes to its customers or any duty which the recipient firm owes to its customers.
This Inducements Policy sets out the principles and procedures which all members of staff within Baillie Gifford must adhere to with regard to the giving or receipt of a gift or hospitality or anything else which may be viewed as an inducement, such as donations or political contributions.
The overriding principle is that all members of staff should not accept gifts, favours, entertainment, hospitality or other inducements of material value that could be seen as likely to influence their decision-making or make them feel beholden to a person or other firm.
Similarly, Baillie Gifford and its members of staff should not offer gifts, favours, entertainment, hospitality or other inducements of value that could be viewed as overly generous or aimed at influencing decision-making or making the recipient feel beholden to Baillie Gifford or that member of staff.
Note: These general principles apply in addition to the more specific guidelines set out below. However, the guidelines do not attempt to cover every situation and must be interpreted in the light of the particular circumstances of each case. If you are in any doubt about any particular situation, you should consult with your Head of Department or the Compliance Department.
The remainder of this policy details the following information:
5.1 | Guidelines for Gifts & Entertainment, Donations and Political Contributions. |
5.2 | Restrictions in Connection with the Sale of Packaged Products, i.e. OEICs. |
5.3 | Packaged Products Guidance on Reasonable Indirect Benefits |
5.4 | FINRA Specific Requirements for Registered Persons of BGFS |
5.5 | Specific Requirements for BGA(HK) |
5.1 | Guidelines |
5.1.1. | Application to all staff |
The general principles and guidelines apply to all staff within Baillie Gifford irrespective of whether they are in direct contact with clients or potential clients or not.
5.1.2. | Application to all third parties |
Whilst the FCA and CBI requirements relate to managing or minimising conflicts which affect the services provided to our clients and to firms who in turn are advising clients, our principles also apply to other third parties who supply goods or services, whether these are supplied to clients or on the clients’ behalf or are supplied to Baillie Gifford itself. This ensures that the standards set are consistently applied by all staff and for all relationships.
5.1.3. | No Solicitation |
Baillie Gifford expressly prohibits staff from soliciting for themselves or for members of their family or for the firm itself, gifts, hospitality, entertainment or anything of value from a client, potential client, supplier or any other entity with which Baillie Gifford does business (other than fees and expenses properly due and payable).
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5.1.4. | No Cash Gifts |
No member of staff may give or accept any financial instruments, including cash gifts to or from a client, potential client, or any entity that does business with or on behalf of Baillie Gifford. This applies equally to the giving or receiving of promotional competition prizes.
5.1.5. | Donations |
As a general rule, no cash donations should be made in connection with our clients or prospective clients. Donations of non-cash prizes are acceptable, providing they meet the criteria in the Inducements policy. Cash donations are more likely to be viewed as giving rise to a conflict and our general policy is that these should be avoided. Any cash donations which are proposed, as an exception to the general rule, should be pre-cleared with the Compliance Director. For example, it may be permissible to make a cash donation to a charity on the death of a long standing contact as a client, although the amount of the donation should be carefully considered.
Please note that this does not affect charitable donations, approved via our Sponsorship Committee, which are not connected with our clients or prospects.
5.1.6. | Political Contributions Policy |
Political contributions by financial services firms and their personnel have come under increased regulatory scrutiny in the US. Regulators have expressed concern that some in the financial services industry are inappropriately influencing the awarding of business for state and local government entities by making political contributions to officials holding or running for office. These ‘pay-to-play’ activities are now restricted by numerous federal, state, and local laws. The Securities and Exchange Commission (SEC) has enacted a pay-to-play rule for investment advisors. This rule restricts the political contributions and political fundraising activities that may be engaged in by investment advisors and their personnel. The consequences for violations of the SEC rule and other state and local laws are significant. In the event of a violation, Baillie Gifford could be prohibited or restricted from doing business with certain government entities.
Given the scale of our activities in the US, the following procedures apply to all staff within Baillie Gifford, irrespective of whether they are in direct contact with clients or potential clients or not, and to their ‘connected persons’ (see section 4.3 of the Code of Ethics for a definition of connected persons). There will also be additional reporting obligations for US based staff. The requirements are as follows:
1. | All members of staff are required to obtain preclearance from the Compliance Department before either they or a connected person: |
· | make any political contributions, either directly or indirectly, to US federal, state or local officials; or | |
· | participate in any political fund-raising activity in the US. |
Preclearance requests should be submitted by email to Baillie Gifford’s US based Compliance Counsel and the Code of Ethics Team.
2. | All members of staff must confirm on an annual basis, that they have disclosed to the Compliance Department any political contributions made to US federal, state or local officials and any political fund-raising activity in the US. This disclosure will form part of the Annual Code of Ethics Declaration that staff submit via the Code of Ethics System. |
3. | In addition to requirement (2) above, US based staff must confirm on a quarterly basis that they have disclosed to the Compliance Department any political contributions made to US federal, state or local officials and any political fund-raising activity in the US. The disclosure should be submitted via the Code of Ethics System upon request from the Compliance Department. |
4. | Upon joining the firm, all new members of staff must disclose to the Compliance Department any political contributions made to US federal, state or local officials and any political fund-raising activity in the US within the previous two years. This disclosure will form part of the existing Personal Compliance Responsibilities Certificate that all new staff are required to submit upon joining the firm. |
Whilst strictly speaking the above requirements apply to US political contributions only, members of staff should also give due consideration to all other political contributions (UK or otherwise) from a general conflict of interest and
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transparency perspective. Staff should disclose to the Compliance Department, any political contributions that may give rise to an actual conflict of interest, a potential conflict of interest or the perception of one.
5.1.7. | De Minimis Gifts |
Gifts given or received which are of a de minimis nature due to their characteristics or likely cost are unlikely to give grounds for suggestions of undue influence and are therefore exempt. Typical examples of de minimis gifts would include umbrellas, diaries and pens with advertising logos for the donor company.
The Compliance Department should be consulted in any questionable situation.
5.1.8. | Gifts which are not De Minimis |
All gifts given or received which are not de minimis must be recorded in the Code of Ethics System. It is generally acceptable for members of staff to retain gifts received that are below £50 in value (or equivalent in another currency), provided this is not with undue frequency. In the case of gifts received above £50 in value (or equivalent in another currency), the member of staff concerned should consult with their Head of Department as to the appropriate course of action. In the majority of cases gifts above £50 (or equivalent in another currency) which are received should be:
· | surrendered to the Events Team for use for charitable purposes or distribution as part of the firm’s annual Christmas raffle; | |
· | returned to the third party concerned; or | |
· | distributed amongst the Department in the case of perishable gifts, e.g. hampers. |
Where the member of staff wishes to retain a gift above £50 (or equivalent in another currency), then he or she should pay for the estimated cost of the gift above this limit and this amount should be given to the Finance Department for use for charitable purposes.
Similarly, gifts above £50 in value (or equivalent in another currency) should generally not be given by a member of staff.
5.1.9. | Promotional Competition/Prizes |
In offering any promotional competition or prizes, the member of staff responsible should:
· | consider the likely impact or influence the prize would have on the recipient; and | |
· | consult with a Partner or the relevant Board on the likely impact of the competition on the brand of Baillie Gifford. |
In all cases the prize offered should be of reasonable value, i.e. it should not be excessive or inappropriate.
Any competition prizes won by a member of staff at a business-related event, e.g. a conference or seminar, should be recorded for transparency in the Code of Ethics System.
5.1.10. | Business Lunches/ Dinners |
The establishment and maintenance of strong relationships with our clients, suppliers, intermediaries and consultants is integral to our ability to provide effective investment management services. Routine business lunches or dinners are good mechanisms for building and maintaining relationships and are unlikely to give grounds for suggestion of undue influence unless they become overly frequent or are unduly lavish.
Routine business lunches and dinners given do not require to be reported. These should be recorded in Baillie Gifford’s expenses system. The Business Expense Claims procedure will provide an adequate control over the magnitude of costs incurred by Baillie Gifford when giving such lunches and dinners.
Many of Baillie Gifford’s clients (particularly those covered by ERISA) are subject to specific reporting requirements regarding their acceptance of business lunches and dinners. In order for Baillie Gifford to ensure that it is able to provide clients with their required information, the following additional information should be recorded on the Business Expense Claim Form, with respect to any clients for whom we have hosted a business lunch or dinner:
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· | The name of the client being entertained; | |
· | The names of the individuals being entertained; | |
· | The total cost of the lunch or dinner. |
Generally, routine business lunches and dinners received do not need to be reported. The exception to this is business lunches and dinners received from UK or European financial institution or intermediary that provides advice or portfolio management services to retail clients (MiFID firms). Such lunches and dinners do need to be recorded in the Code of Ethics System.
5.1.11. | Entertainment/Hospitality Given |
All members of staff must exercise discretion in offering hospitality. Members of staff should not provide extravagant or excessive entertainment to a client, prospective client, or any person or entity that does or seeks to do business with or on behalf of Baillie Gifford or our clients. Similarly, a member of staff should not provide entertainment to such parties with undue frequency.
With the exception of occasions where the client is a MiFID firm (see below), members of staff may provide entertainment or hospitality, such as a dinner (unconnected with business), sporting, charitable or cultural event of reasonable value provided that the person or Baillie Gifford is present at the event. If the person or Baillie Gifford is not present, then the entertainment becomes a gift and the procedures in section 5.1.8 apply, i.e. gifts above £50 (or equivalent in another currency) should generally not be given by a member of staff.
In considering the hospitality or entertainment event, you should note that attending expensive or exclusive sporting or cultural events can draw criticism. Invitations should not be offered if they could be construed as being unusual or risk creating a sense of obligation to the host or bias in their favour.
In situations of any doubt, consult with your Head of Department.
All entertainment or hospitality must be recorded in the Code of Ethics System.
In many cases the value of an event will not be clear. Here, you should give your best estimate of the value at the time the decision is taken, considering the street value of the event in the eyes of a third party.
An acceptable minor non-monetary benefit is one which is capable of enhancing the quality of service provided to the client and consists of hospitality of a reasonable de minimis value such as food and drink during a business meeting, conference, seminar or training event. Baillie Gifford have set a de minimis limit of £100 (or equivalent in another currency) per head to allow a reasonable level of hospitality at business events. “Standalone” hospitality that is not directly linked to a business event, e.g. sporting events, is no longer permitted. These restrictions apply to hospitality provided to MiFID firms only and not to hospitality provided to UK or Overseas segregated clients or suppliers).
5.1.12. | Entertainment/Hospitality Received |
All members of staff must exercise discretion in accepting hospitality. Members of staff should not accept extravagant or excessive entertainment from a client, prospective client, a business in which Baillie Gifford invests, or any person or entity that does or seeks to do business with or on behalf of Baillie Gifford or our clients. Similarly, a member of staff should not accept entertainment from such parties with undue frequency.
Members of staff may accept entertainment or hospitality, such as a dinner (unconnected with business), sporting, charitable or cultural event of reasonable value provided that the person or firm providing the entertainment is present at the event. If the person or firm is not present, then the entertainment becomes a gift and the procedures in section 5.1.8 apply, i.e. gifts above £50 (or equivalent in another currency) should generally not be accepted by a member of staff.
It is the policy of the firm not to accept standalone hospitality from broker firms. For this purpose, standalone hospitality would include invitations to and attendance at sporting or cultural events and any associated travel,
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accommodation, drinks and meals. This policy would not affect routine business lunches or dinners, or reasonable hospitality attached to conferences or other educational events or social events which are distributed widely and of a de minimis nature (i.e. under £100 (or equivalent in another currency) per head). This covers by way of example a broker drinks evening at which the broader Edinburgh asset management community is invited.
In considering the hospitality or entertainment event, you should note that attending expensive or exclusive sporting or cultural events can draw criticism. Invitations should not be accepted if they could be construed as being unusual or risk creating a sense of obligation to the host or bias in their favour.
In situations of any doubt, consult with your Head of Department.
All entertainment or hospitality must be recorded in the Code of Ethics System.
In many cases the value of an event will not be clear. Here, you should give your best estimate of the value at the time the decision is taken, considering the street value of the event in the eyes of a third party.
Do not hesitate to ask the host for further information about the event (e.g. cost) in order to reach a decision.
5.1.13. | Travel/Accommodation Costs |
In the case of a member of staff receiving hospitality or entertainment, travel and accommodation costs should be paid for by that member of staff or a request made to the organiser of the event that the individual member of staff be invoiced for these costs. Where the third party has arranged a discounted hotel rate or other reduction in the cost of the accommodation or travel, it is reasonable for the member of staff to accept this reduced rate. Likewise, where the host provides communal transport which is not excessive or unduly lavish, for example the use of a mini bus.
In the case of Baillie Gifford offering hospitality, travel expenses will ordinarily be paid for by the recipient of the entertainment or hospitality. However, there may be occasions where reasonable accommodation costs can be provided by Baillie Gifford subject to this meeting the general principles of this Policy.
5.1.14. | Disclosure |
A key aspect of Baillie Gifford’s Inducements Policy is disclosure. Under our procedures, all gifts (other than de minimis) and hospitality which are given or received are recorded in the Code of Ethics System. Disclosures should be made to your normal gifts and entertainment representatives for Trading, Investors and Clients Department, and Compliance for all other departments.
Likewise, all members of staff should consider if an inducement which has been offered or received should be disclosed to a client, or potential client. This will depend upon the circumstances of each case. As an example, where a fee is paid to a third-party consultant in order to place details of Baillie Gifford on a consultant database, we should disclose this payment to any potential client of the consultant who considers us for an investment mandate.
5.1.15. | Client Specific Code of Ethics Requirements |
A small number of Baillie Gifford’s clients have specific code of ethics requirements which go beyond Baillie Gifford’s Inducements Policy. Members of staff, and Client Contacts in particular, should consider these additional requirements when giving gifts and/or entertainment to these clients.
Click on this link to access the current list of clients with specific requirements.
5.2 | Restrictions in Connection with the Sale of Package Products, i.e. OEICs |
If a firm is required to disclose commission (or commission equivalent) (under COBS 6.4) to a client in relation to the sale of a packaged product, a member of staff should not enter into any of the following arrangements:
· | volume overrides where commission (or commission equivalent) paid in respect of several transactions is more than a simple multiple of the commission (or commission equivalent) payable in respect of one transaction of the same kind; and |
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· | an agreement to indemnify the payment of commission (or commission equivalent) on terms that would or might confer an additional financial benefit on the recipient in the event of the commission (or commission equivalent) becoming repayable. |
5.3 | Packaged Products Guidance on Reasonable Indirect Benefits |
The general principles at the beginning of this section are particularly important in relation to packaged products. Staff must not pay or accept any fee or commission or provide or receive any non-monetary benefit if it is likely to conflict to a material extent with any duty the firm owes to its customers or any duty which the recipient firm (which includes independent intermediaries) owes to its customers.
In relation to the sale of packaged products, we are only able to provide minor non-monetary benefits if they are designed to enhance the quality of service to the client. The list below indicates the kind of benefits that are capable of enhancing the quality of the service provided to a client and, depending on the circumstances, are capable of being given or received without conflicting with client’s best interests. However, these need to be considered on a case by case basis.
Benefits are unlikely to give rise to conflicts if they are:
· | reasonable and proportionate, | |
· | of a limited scale and nature, | |
· | do not need to be relied upon by the intermediary, | |
· | could reasonably not be expected to result in the channelling of business from the intermediary to Baillie Gifford, and | |
· | do not result in the intermediary recovering more than its reasonable costs. |
The list below summarises the kind of reasonable non-monetary benefits which the provider firm can give or receive. This list is summary only and any member of staff should contact the Compliance Department for further guidance before deciding whether to give or accept the benefit (* = only if available to independent intermediaries generally):
1. | Gifts, hospitality and promotional competition prizes of a reasonable value. Gifts and corporate hospitality given to intermediaries must not exceed an aggregate limit of £1,000 (or equivalent in another currency) per intermediary firm, per calendar year. This limit applies to gifts and corporate hospitality only and excludes conferences, seminars and training events. For large intermediary firms, the £1,000 (or equivalent in another currency) limit can be applied at regional office level. In addition, events must be designed for business purposes that result in advisers being able to provide a better service to their customers. |
2. | A product provider can assist another firm to promote its packaged products so that the quality of its service to clients is enhanced. |
Points (3) to (6) in relation to joint marketing exercises:
3. | Generic product literature (letter heading, leaflets, forms and envelopes) as long as the literature enhances the quality of the service to the client and is not primarily of promotional benefit to the product provider, and the distribution cost is borne by the intermediary. |
4. | Freepost envelopes* |
5. | Product specific literature (for example, key features, minimum information) subject to specific conditions. |
6. | Draft articles, news items and financial promotions for publication in the intermediary’s magazine as long as any cost borne by the provider firm is not more than market rate and excludes any distribution costs. |
7. | Take part or pay towards the cost of seminars and conferences organised by another firm as long as it is: |
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· | For a genuine business purpose | |
· | Reasonable and proportionate. |
Any costs paid should be associated with the level of Baillie Gifford’s participation and by reference to the time that Baillie Gifford staff have played an active role. Baillie Gifford should not be paying all an advisory firm’s costs incurred in running a seminar or conference.
8. | Freephone link * |
9. | Technical services |
· | Quotations and projections relating to its packaged products and advice on completion of forms or other documents | |
· | Access to data processing facilities or to data related to the firm’s business | |
· | Access to 3rd party electronic dealing or quotation systems | |
· | Software giving information about the firm’s packaged products. Any payments to an intermediary that go beyond that which is required to operate software supplied by Baillie Gifford would not be permitted. Likewise, any payments to develop an intermediary’s general IT systems would not be permitted. |
10. | Generic technical information in writing, not necessarily related to the firm’s business* or if it is of a specialist nature is made available to a particular class of intermediary. |
11. | Training facilities (lectures, venues, written material, software) * |
If Baillie Gifford is giving an advisory firm training on the features and benefits of its products or services, the training should be made reasonably available to all advisory firms that could recommend Baillie Gifford’s products, even if only on a first-come, first-served basis.
Please note, that whilst this section applies to packaged products, the arrangements in (12) above can also be applied to our institutional business, although consideration must be given to overseas clients with specific code of ethics requirements on inducements.
5.4 | FINRA Specific Requirements for Registered Persons of BGFS |
Registered persons of BGFS are not permitted to give or receive any gifts of value in excess of $100 per individual per year to another FINRA member’s registers persons.
Small gifts of less than $100 per year per recipient are aggregated toward the annual gift limit. For further information on BGFS’s Gifts and Entertainment policy, please see the BGFS Written Supervisory Procedures.
5.5 | Specific Requirements for BGA(HK) |
Employees and Licensed Representatives of BGA(HK) are bound by the HKD equivalent (on a day to day basis) of all GBP values quoted within this policy.
As such, employees and Licensed Representatives are not permitted to give or receive any gift of value in excess of the HKD equivalent of £50.
6. Acknowledgement and Certification
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CODE OF ETHICS | 2019 |
6.1 | Receipt and Acknowledgement of the Code |
All members of staff are required to receive a copy of the Code of Ethics and any amendments to the Code of Ethics. All members of staff are required to complete an annual certification, confirming that they have read the Code of Ethics and acknowledging that they are subject to its requirements. Further, all members of staff confirm through the annual certification that they have complied with the Code and that they have disclosed or reported all information required to be disclosed or reported according to the requirements of the Code.
All certifications of receipt of the Code shall be filed with the Compliance Department by submitting a Certificate of Compliance.
6.2 | Annual Report to Baillie Gifford Boards |
The Compliance Director will prepare and submit to the appropriate Baillie Gifford Boards an annual report which:
· | certifies that the firm or investment company as appropriate has adopted procedures designed to prevent Access Persons from violating the Code; | |
· | identifies any violations of the current procedures for personal securities investing and management’s recommended response; and | |
· | makes any recommended changes in the procedures, as appropriate, based on operating experience under the Code, evolving industry practices or amendments to applicable laws or regulations. |
Baillie Gifford & Co Head Office
Calton Square, 1 Greenside Row, Edinburgh EH1 3AN
Telephone +44 (0)131 275 2000 www.bailliegifford.com
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